Lodge Service Commission Exhibits

1

Joey Transou

From: [email protected] <[email protected]>

Sent: Tuesday, October 28, 2014 2:14 PM

To: [email protected]

Subject: Transaction Report

Attachments: report.html

Masonic Temple of Winston-Salem, Inc. Transaction Report

January 1, 2012 - October 28, 2014

Date Transaction Type Num Name Memo/Description Account Split Amount Balance

18500 New Masonic Center Building

Beginning Balance

2,250.00

12/31/2012 Journal Entry YE 8 Zoning Application on Country Club Rd property


-Split- 2,000.00 4,250.00

12/31/2012 Journal Entry YE 9 Architect Fees, Site Plan, Earnest money, rezone


-Split- 9,441.00 13,691.00

12/31/2012 Journal Entry YE 8 Earnest money for Country Club Rd property


-Split- 2,000.00 15,691.00

03/21/2013 Check 975004 ECS Carolinas, LLP


10000 Business Checking

1,650.00 17,341.00

04/08/2013 Check 975005 Allied Design, Inc



850.00 18,191.00

04/09/2013 Check 975007 Mark J. Chiarello 18500 New Masonic Center Building


1,458.11 19,649.11

04/30/2013 Check 870001 Mark J. Chiarello 18500 New Masonic Center Building


412.50 20,061.61

09/05/2013 Check DRAFT Stimpson Construction Co.



75,000.00 95,061.61

09/30/2013 Check DRAFT BB&T Removal of conorstone and attempt @ panels

18500 New Masonic


910.07 95,971.68

2

Center Building

11/04/2013 Check Peterson/Gordon 18500 New Masonic Center Building

10410 UBS Construction Fund:UBS Construction Cash

52,750.00 148,721.68

12/23/2013 Check 1 Peterson/Gordon 18500 New Masonic Center Building


16,880.00 165,601.68

12/31/2013 Journal Entry MO31 To reclass 2 $2000.00 earnest $


-Split- -4,000.00 161,601.68



5,683.00 167,284.68

04/04/2014 Check 250 Peterson/Gordon inv. #4 18500 New Masonic Center Building


28,457.50 195,742.18



33,232.50 228,974.68

06/05/2014 Check Peterson/Gordon 18500 New Masonic Center Building

10400 UBS Construction Fund

28,485.00 257,459.68

08/08/2014 Check 252 Peterson/Gordon Architectural Services



9,725.32 267,185.00


10400 UBS Construction Fund

10,550.00 277,735.00

10/28/2014 Check 870043 Stimpson Construction Co.



25,000.00 302,735.00

Total for 18500 New Masonic Center Building $300,485.00

TOTAL $300,485.00

Tuesday, Oct 28, 2014 02:14:21 PM PDT GMT-4 - Cash Basis

This report was created using QuickBooks Online Essentials.

abUBS Bank USA

HB Rev 10/14 HB LOAD SPEDOC UX E HB V102 01 of 15©2014 UBS Bank USA. All rights reserved.Sign and date the application on page 04

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Credit Line Account Application andAgreement for Organizations and Businesses HB

Variable Credit Line Account Number: (if applicable)5V J1761 WXFixed Credit Line Account Number: (if applicable)5FSS# / TIN

Internal Use Only

For Internal Use Only

Variable Credit Line Account at UBS Bank USA

.The Masonic Temple of Winston-Salem, Inc. .5V .J1761 .WX

Fixed Credit Line Account at UBS Bank USA

. .5F . . x

Collateral Account(s) at UBS Financial Services Inc.Insert the information below for each UBS Financial Services Inc. account to be pledged to secure the Borrower’s credit line.Full Collateral (Securities) Account Title Branch Account Number FA#1) The Masonic Temple of Winston-Salem, Inc. WX 14061 WXDF

2)

3)

4)

5)

6)

Account Ownership Select the Organization/Business Structure:

Is this entity / organization abusiness that provides commercialgoods or services (i.e., an operatingentity)?

Yes No

Any changes or correctionsto the information on thisapplication must be initialed byyou.

CorporationCorp- Subchapter 'S'Limited Liability Company (LLC)Limited Liability Partnership (LLP)Limited Liability-LimitedPartnership (LLLP)Sole ProprietorshipPartnership-GeneralPartnership-LimitedAssociationPartnership-Invest ClubInvest Club Membership

Fed Charter-Credit UnionFoundation-not for profitEndowment-not for profitState Charter-S&L BankState Charter-Savings BankState Charter-Comm BankState Charter-Trust Co.State Charter-Credit UnionState Charter-Indus LoanFed Charter-Savings AssocFed Charter-Nat'l Bank

Fed Charter-Trust Co.Govt Agency-FederalGovt Agency-Local EntGovt Agency-State

Borrower InformationThis section should be completed by the Organization/Business.BorrowerOrganization / Business Name The Masonic Temple of Winston-Salem, Inc.Organization/Business is (please complete each item that applies):X

1) Incorporated Unincorporated2) For Profit Not For Profit

Industry Group (e.g., Construction, Service, etc.):Charitable Org-Indp from GovtXIs the Organization/Business publiclylisted?

No Yes; specify:

Exchange (NYSE, AMEX, or NASDAQ) Ticker SymbolXPlace of Formation / Incorporation

USA (if formed/incorporated, specifyState):

North Carolina

Other (specify)

TIN: Date of Incorporation / Establishment:

Location of AddressBusiness - Primary Other ( please specify )

Street Address (If a P.O. Box, complete the Additional Address Information onpage 03 .):

P.O. Box 25623

City: State: ZIP:Winston Salem NC 27114-5623USABusiness Telephone Number:

abUBS Bank USAVariable Credit Line Account Number: (if applicable)5V J1761 WXFixed Credit Line Account Number: (if applicable)5FSS# / TIN

Internal Use Only


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Borrower Financial and Ownership InformationAnnual Income: Liquid Assets:

Net Worth: Fiscal Year End (indicate month)

Do you receive a substantial amount of your revenue/wealth (over 50%)(trade/export) from a country outside of the United States?

Yes No If yes specify:

Country(ies):

Does the Borrower own 10% or more of the shares of any publicly tradedcompany?

Yes No If yes, please specify company and %:x x %

Are any of the Borrowers, business owners or directors/principal officers acontrol person of UBS AG or its subsidiaries or affiliates?*

Yes No If yes, please specify company and %:x x %

Is the Borrower owned, in whole or in part, by UBS AG, or its subsidiaries oraffiliates?

Yes No If yes, please specify:

Subsidiary or Affiliate

Is the Borrower an officer or member of the board of directors of UBS AG,its subsidiaries or affiliates?


Subsidiary or Affiliate Employee Name and SS#

Is the Borrower an immediate family member of an executive officer ormember of the board of directors of UBS AG? Immediate family membermeans a spouse or any other relative residing in the Borrower’s householdto whom the Borrower lends financial support.


Subsidiary or Affiliate Employee Name and SS#

Will any of the loan proceeds be used to repay any debt or obligation owedto, or purchase an asset from, UBS AG or its subsidiaries or affiliates?


Subsidiary or Affiliate

*For purposes of these questions, "control" means a person or entity that either (a) owns, controls or has the power to vote 25% or more of any class of voting securities, (b) has theability to control the election of the majority of the directors of a company, or (c) has the power to exercise a controlling influence over management policies. A person or entity ispresumed to have control of a company if the person or entity owns, controls or has the power to vote 10% or more of any class of voting securities of the company and (i) the personis an executive officer or director of the company or (ii) no other person has a greater percentage of that class of voting securities.

Principal Officer/Beneficial OwnerComplete this section for the Principal Officer(s) of the borrower, or beneficial owner for an LLC. All principal officers must complete this section. Please photocopythis page as needed and submit it with the application.

Principal Officer NameGeorge Kalamaras

SS#

Country of Citizenship: Date of Birth

USA Other (specify)

Passport/CEDULA and Green Card#: (If non-U.S. and no SS# specified)________________________________/________________________________

Passport/CEDULA Country of Issuance:USA

Street Address:720 Somerset Dr

City:Winston Salem

State:NC

ZIP27103-6646

USATelephone Number:

Principal Officer NameCliff Pranke

SS#

Country of Citizenship: Date of Birth

USA Other (specify)

Passport/CEDULA and Green Card#: (If non-U.S. and no SS# specified)________________________________/________________________________

Passport/CEDULA Country of Issuance:USA

Street Address:679 Terrace Dr

City:Lexington

State:NC

ZIP27295-5815

USATelephone Number:

abUBS Bank USAVariable Credit Line Account Number: (if applicable)5V J1761 WXFixed Credit Line Account Number: (if applicable)5FSS# / TIN

Internal Use Only


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Credit Line Account FeaturesCheck WritingYou will receive Credit Line checks for your credit line account unless youdecline Credit Line checks by checking the box below.

Check here if you do not want Credit Line checks.Checks will be in the name of the borrower and joint borrower (if any).Please print the address that you would like to appear on your checks ifdifferent from the address associated with your account.

Alternate Mailing Address for ChecksPrint the mailing address for the delivery of checks if different from theaddress on the checks:

Wire Instructions for Loan Payment: (In US Dollars)Bank Name: UBS AGWire System Address: ABA 026007993

For Further Credit to the Account of: UBS Bank USAAccount Number: 101-WA-792479-000

For the Benefit of: Full NameAccount Number: 5[F or V] 00000

Senior Political AffiliationI) Is client, any authorized signatories, beneficial owners, trustees, power of attorneys or other individuals with authority to effect transactions a current U.S.

political official (as defined in B below)? Yes No If yes, complete:

A) Official’s Name:

B) Current Position: President Vice President US Cabinet Member

Member of the House of Representatives Supreme Court Justice

Chairman of the Joint Chiefs of Staff Governor

Senator

C) Relationship to Client(s): Self Immediate family member Close associate

Associated with business or trust

II) Is client, any authorized signatories, beneficial owners, trustees, power of attorneys or other individuals with authority to effect transactions, or any oftheir immediate family members or close associates a current or former Senior non-U.S. political official or Senior/Influential representative of a major non-U.S. political party or state owned enterprise of national importance? Yes No If yes, complete:

Political Official's Name:

Current or Former Position:

Relationship to Client(s): Self Immediate family member Close associate

Associated with business or trust

Duplicate Party AddendumComplete this section for each Duplicate Party to receive a duplicate credit line account statement.

Internal Location Code (UBS Financial Services Inc. Use Only)

Name: Country of Citizenship:USA Other (specify):

Street Address: City: State: ZIP:

Additional Address InformationIf the Borrower's mailing address is a P.O. Box please provide a legal residence address below.

First Name: Last Name: Street Address:

Location of Address:Business - PrimaryBusiness - Secondary City: State: ZIP:

Other (specify):

abUBS Bank USA

Credit Line Agreement


Internal Use Only


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Borrower Agreement

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

A THE BORROWER HAS RECEIVED AND READ A COPY OF THIS BORROWERAGREEMENT, THE ATTACHED CREDIT LINE ACCOUNT APPLICATION ANDAGREEMENT (INCLUDING THE CREDIT LINE AGREEMENT FOLLOWING THISBORROWER AGREEMENT) AND THE LOAN DISCLOSURE STATEMENT EXPLAININGTHE RISK FACTORS THAT THE BORROWER SHOULD CONSIDER BEFORE OBTAININGA LOAN SECURED BY THE BORROWER’S SECURITIES ACCOUNT. THE BORROWERAGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THISBORROWER AGREEMENT, AND ALSO AGREES TO BE BOUND BY THE TERMSAND CONDITIONS CONTAINED IN THE CREDIT LINE ACCOUNT APPLICATIONAND AGREEMENT (INCLUDING THE CREDIT LINE AGREEMENT FOLLOWING THISBORROWER AGREEMENT) (WHICH TERMS AND CONDITIONS OF EACH AREINCORPORATED BY REFERENCE) AND ANY AND ALL OTHER DOCUMENTS ANDAGREEMENTS ENTERED INTO BY THE BORROWER IN CONNECTION WITH THISBORROWER AGREEMENT OR THE CREDIT LINE AGREEMENT. CAPITALIZED TERMSUSED IN THIS BORROWER AGREEMENT HAVE THE MEANINGS SET FORTH IN THECREDIT LINE AGREEMENT.

B THE BORROWER UNDERSTANDS AND AGREES THAT UBS BANK USA MAY DEMANDFULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLEOPTION AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATEADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFICTERM OR DURATION, NOTWITHSTANDING THE DURATION OF ANY INTERESTPERIOD SELECTED. THE BORROWER UNDERSTANDS AND AGREES THAT ALLADVANCES ARE SUBJECT TO COLLATERAL MAINTENANCE REQUIREMENTS. THEBORROWER UNDERSTANDS THAT UBS BANK USA MAY, AT ANY TIME, IN ITSSOLE AND ABSOLUTE DISCRETION, TERMINATE AND CANCEL THE CREDIT LINEREGARDLESS OF WHETHER OR NOT AN EVENT HAS OCCURRED.

C UNLESS DISCLOSED IN WRITING TO UBS BANK USA AT THE TIME OF THISAGREEMENT, AND APPROVED BY UBS BANK USA, THE BORROWER AGREES NOTTO USE THE PROCEEDS OF ANY ADVANCE EITHER TO PURCHASE, CARRY OR TRADEIN SECURITIES OR TO REPAY ANY DEBT (I) USED TO PURCHASE, CARRY OR TRADEIN SECURITIES OR (II) TO ANY AFFILIATE OF UBS BANK USA.THE BORROWER WILL BE DEEMED TO REPEAT THIS AGREEMENT EACH TIME THEBORROWER REQUESTS AN ADVANCE.

D THE BORROWER UNDERSTANDS THAT BORROWING USING SECURITIES ASCOLLATERAL ENTAILS RISKS. SHOULD THE VALUE OF THE SECURITIES INTHE COLLATERAL ACCOUNT DECLINE BELOW THE REQUIRED COLLATERALMAINTENANCE REQUIREMENTS, UBS BANK USA MAY REQUIRE THAT THEBORROWER POST ADDITIONAL COLLATERAL, REPAY PART OR ALL OF THEBORROWER’S LOAN AND/OR SELL THE BORROWER’S SECURITIES. ANY REQUIREDLIQUIDATIONS MAY INTERRUPT THE BORROWER’S LONG-TERM INVESTMENTSTRATEGIES AND MAY RESULT IN ADVERSE TAX CONSEQUENCES OR OTHERMONETARY LIABILITY IF THE BORROWER IS AN AFFILIATE OF THE ISSUER OF ANYSUCH SECURITIES.

E Neither UBS Bank USA nor UBS Financial Services Inc. provides legal or tax adviceand nothing herein shall be construed as providing legal or tax advice. TheBorrower acknowledges that the Borrower has sought and obtained legal and taxadvice from its own legal and tax advisors, to the extent that the Borrower deemsnecessary or appropriate.

F Upon execution of this Credit Line Account Application and Agreement, the Borrowerdeclares that all of the information requested in the Application and supplied by theBorrower is true and accurate and further agrees to promptly notify UBS Bank USA inwriting of any material changes to any or all of the information contained in the Applicationincluding information relating to the Borrower’s financial situation.

G Subject to any applicable financial privacy laws and regulations, data regarding the Borrowerand the Borrower’s securities accounts may be shared with UBS Bank USA affiliates. Subjectto any applicable financial privacy laws and regulations, the Borrower requests that UBSBank USA share such personal financial data with non-affiliates of UBS Bank USA as isnecessary or advisable to effect, administer or enforce, or to service, process or maintain,all transactions and accounts contemplated by this Agreement.

H The Borrower authorizes UBS Bank USA and UBS Financial Services Inc. to obtain acredit report or other credit references concerning the Borrower (including making verbalor written inquiries concerning credit history) or to otherwise verify or update credit

information given to UBS Bank USA at any time. The Borrower authorizes the release of thiscredit report or other credit information to UBS Bank USA affiliates as it deems necessary oradvisable to effect, administer or enforce, or to service, process or maintain all transactionsand accounts contemplated by this Agreement, and for the purpose of offering additionalproducts, from time to time, to the Borrower. The Borrower authorizes UBS Bank USAto exchange Borrower information with any party it reasonably believes is conducting alegitimate credit inquiry in accordance with the Fair Credit Reporting Act. UBS Bank USAmay also share credit or other transactional experience with the Borrower’s designated UBSFinancial Services Inc. Financial Advisor or other parties designated by the Borrower.

I UBS Bank USA is subject to examination by various federal, state and self-regulatoryorganizations and the books and records maintained by UBS Bank USA are subjectto inspection and subpoena by these regulators and by federal, state, and local lawenforcement officials. The Borrower also acknowledges that such regulators and officialsmay, pursuant to treaty or other arrangements, in turn disclose such information to theofficials or regulators of other countries, and that U.S. courts may be required to compelUBS Bank USA to disclose such information to the officials or regulators of other countries.The Borrower agrees that UBS Bank USA may disclose to such regulators and officialsinformation about the Borrower and transactions in the credit line account or otheraccounts at UBS Bank USA without notice to the Borrower. In addition, UBS Bank USAmay in the context of a private dispute be required by subpoena or other judicial processto disclose information or produce documentation related to the Borrower, the credit lineaccount or other accounts at UBS Bank USA. The Borrower acknowledges and agrees thatUBS Bank USA reserves the right, in its sole discretion, to respond to subpoenas and judicialprocess as it deems appropriate.

J To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain, verify, and record information thatidentifies each person who opens an account. When the Borrower opens an accountwith UBS Bank USA, UBS Bank USA will ask for the Borrower’s name, address, and otherinformation that will allow UBS Bank USA to identify the Borrower. UBS Bank USA may alsoask to see other identifying documents. UBS Financial Services Inc. and UBS Bank USA arefirmly committed to compliance with all applicable laws, rules and regulations, includingthose related to combating money laundering. The Borrower understands and agrees thatthe Borrower must take all necessary steps to comply with the anti-money laundering laws,rules and regulations of the Borrower’s country of origin, country of residence and the statusof the Borrower’s transaction.

K UBS Bank USA and its affiliates will act as creditors and, accordingly, their interests maybe inconsistent with, and potentially adverse to, the Borrower’s interests. As a bank andconsistent with normal lending practice, UBS Bank USA may take any steps necessary toperfect its interest in the Credit Line, issue a call for additional collateral or force the saleof the Borrower’s securities. Neither UBS Bank USA nor UBS Financial Services Inc. will actas Borrower's investment advisor with respect to any liquidation. In fact UBS Bank USA willact as a creditor and UBS Financial Services Inc. will act as a securities intermediary and willact on instructions from UBS Bank USA, which instructions may be inconsistent with, andpotentially adverse to, the Borrower's interests.

L The Borrower understands that, if the Collateral Account is a managed account with UBSFinancial Services Inc., (i) in addition to any fees payable to UBS Financial Services Inc. inconnection with the Borrower’s managed account, interest will be payable to the Bank onan amount advanced to the Borrower in connection with the Credit Line Account, and (ii)the performance of the managed account might not exceed the managed account feesand the interest expense payable to the Bank in which case the Borrower’s overall rate ofreturn will be less than the costs associated with the managed account.

M UBS Bank USA may provide copies of all credit line account statements to UBS FinancialServices Inc. and to any Guarantor. The Borrower acknowledges and agrees that UBS BankUSA may share any and all information regarding the Borrower and the Borrower’s accountsat UBS Bank USA with UBS Financial Services Inc. UBS Financial Services Inc. may providecopies of all statements and confirmations concerning each Collateral Account to UBS BankUSA at such times and in such manner as UBS Bank USA may request and may share withUBS Bank USA any and all information regarding the Borrower and the Borrower's accountswith UBS Financial Services Inc.

N PREPAYMENT OF FIXED RATE ADVANCES WILL BE SUBJECT TO AN ADMINISTRATIVEFEE AND MAY RESULT IN A PREPAYMENT FEE.

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

Name of Borrower: The Masonic Temple of Winston-Salem, Inc.

By: Title: President and CEO(Signature of Authorized Signatory of Borrower)* George Kalamaras (Title of Authorized Signatory of Borrower)

By: Title: Treasurer(Signature of Authorized Signatory of Borrower)* Cliff Pranke (Title of Authorized Signatory of Borrower)

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

abUBS Bank USA



Internal Use Only


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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 theparty 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 tothe 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 Borrowerthat 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 Advancemade by the Bank pursuant to this Agreement.

- "Advance Advice" means a written or electronic notice by theBank, sent to the Borrower, the Borrower's financial advisor at UBSFinancial Services Inc. or any other party designated by the Borrowerto receive the notice, confirming that a requested Advance will be aFixed Rate Advance and specifying the amount, fixed rate of interestand Interest Period for the Fixed Rate Advance.

- "Application" means the Credit Line Account Application andAgreement that the Borrower has completed and submitted to theBank and into which this Agreement is incorporated by reference.

- "Approved Amount" means the maximum principal amount ofAdvances that is permitted to be outstanding under the Credit Lineat any time, as specified in writing by the Bank.

- "Breakage Costs" and "Breakage Fee" have the meanings specifiedin Section 6(b).

- "Business Day" means a day on which both of the Bank andUBS Financial Services Inc. are open for business. For notices anddeterminations of LIBOR, Business Day must also be a day for tradingby and between banks in U.S. dollar deposits in the London interbankmarket.

- "Collateral" has the meaning specified in Section 8(a).

- "Collateral Account" means, individually and collectively, eachaccount of the Borrower or Pledgor at UBS Financial Services Inc.,as applicable, that is either identified as a Collateral Account on theApplication to which this Agreement is attached or subsequentlyidentified as a Collateral Account by the Borrower or Pledgor,either directly or indirectly through the Borrower's or Pledgor's UBSFinancial Services Inc. financial advisor, together with all successorsto those identified accounts, irrespective of whether the successoraccount 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 eachVariable Rate Account of the Borrower that is established by theBank in connection with this Agreement and either identified onthe Application or subsequently identified as a Credit Line Accountby the Bank by notice to the Borrower, together with all successorsto those identified accounts, irrespective of whether any successoraccount bears a different name or account number.

- "Credit Line Obligations" means, at any time of determination, theaggregate of the outstanding principal amounts of all Advances,together with all accrued but unpaid interest on the outstandingprincipal amounts, any and all fees or other charges payable inconnection with the Advances and any costs of collection (includingreasonable attorneys' fees) and other amounts payable by theBorrower under this Agreement, and any and all other presentor future obligations of the Borrower and the other respectiveLoan Parties under this Agreement and the related agreements,whether absolute or contingent, whether or not due or mature and

interest accruing at the rate provided in this Agreement on or afterthe commencement of any bankruptcy or insolvency proceedings,whether or not allowed or allowable.

- "Event" means any of the events listed in Section 10.

- "Fixed Rate Advance" means any advance made under the CreditLine that accrues interest at a fixed rate.

- "Guarantor" means any party who guaranties the payment andperformance of the Credit Line Obligations.

- "Guaranty Agreement" means an agreement pursuant to whicha Guarantor agrees to guaranty payment of the Credit LineObligations.

- "Interest Period" means, for a Fixed Rate Advance, the number ofdays, weeks or months requested by the Borrower and confirmed inthe Advance Advice relating to the Fixed Rate Advance, commencingon the date of (i) the extension of the Fixed Rate Advance or (ii) anyrenewal of the Fixed Rate Advance and, in each case, ending on thelast day of the period. If the last day is not a Business Day, then theInterest Period will end on the immediately succeeding Business Day.If the last Business Day would fall in the next calendar month, theInterest Period will end on the immediately preceding Business Day.Each monthly or longer Interest Period that commences on the lastBusiness Day of a calendar month (or on any day for which thereis no numerically corresponding day in the appropriate subsequentcalendar month) will end on the last Business Day of the appropriatecalendar month.

- "Joint Borrower" has the meaning specified in Section 7(a).

- "LIBOR" means, as of any date of determination:(i) for Variable RateAdvances, the prevailing London Interbank Offered Rate for depositsin U.S. dollars having a maturity of 30 days as published in The WallStreet Journal "Money Rates" Table on the date of the Advance;and (ii) for Fixed Rate Advances of one (1) year or less, the prevailingLondon Interbank Offered Rate for deposits in U.S. dollars having amaturity corresponding to the length of the Interest Period applicableto the Fixed Rate Advance as quoted by the Bloomberg service at4:00 a.m. Eastern Standard Time on the date of the Advance. Ifthe rate ceases to be regularly published by The Wall Street Journalor stated by the Bloomberg Service, as applicable, LIBOR will bedetermined by the Bank in its sole and absolute discretion. For anyday that is not a Business Day, LIBOR will be the applicable LIBOR ineffect immediately prior to that day."

- "Loan Party" means each Borrower, Guarantor and Pledgor, eachin their respective capacities under this Agreement or any relatedagreement.

- "Person" means any natural person, company, corporation, firm,partnership, joint venture, limited liability company or limited liabilitypartnership, association, organization or any other legal entity.

- "Pledgor" means each Person who pledges to the Bank anyCollateral to secure the Credit Line Obligations (or to secure theobligations of any Guarantor with respect to the guaranty of theCredit Line Obligations). Pledgors will include (i) each Borrowerwho pledges Collateral to secure the Credit Line Obligations, (ii)

abUBS Bank USA



Internal Use Only


*006001014|A01|5VJ1761|06|15*

each Guarantor who has pledged collateral to secure the CreditLine Obligations or its obligations under a Guaranty Agreement,(iii) any spouse of a Borrower who executes a spouse's pledge andconsent agreement with respect to a jointly held collateral account,(iv) any other joint account holder who executes a joint accountholder pledge and consent agreement with respect to a jointly heldcollateral account, and (v) any other Person who executes a pledgeagreement with respect to the Credit Line.

- "Premier Credit Line" means any Credit Line with an ApprovedAmount equal to or greater than $55,000.

- "Securities Intermediary" has the meaning specified in Section 9.

- "UBS Bank USA Fixed Funding Rate" means, as of any date ofdetermination for Fixed Rate Advances of greater than one (1) year,an internally computed rate established from time-to-time by theBank, in its sole discretion, based upon, among other factors, theBank's assessment of other lending rates charged in the financialmarkets.

- "UBS Financial Services Inc." means UBS Financial Services Inc. andits successors.

- "Variable Rate Advance" means any advance made under the CreditLine that accrues interest at a variable rate.

2) Establishment of Credit Line; Termination

a) Upon the effectiveness of this Agreement, the Bank establishes anUNCOMMITTED, DEMAND revolving line of credit (the "CreditLine") in an amount up to the Approved Amount. The Bankmay, from time to time upon request of the Borrower, withoutobligation to the Bank and in its sole and absolute discretion,authorize and make one or more Advances to the Borrower. TheBorrower acknowledges that the Bank has no obligation to make anyAdvances to the Borrower. The Bank may carry each Variable RateAdvance in a Variable Rate Account and may carry each Fixed RateAdvance in a Fixed Rate Account, but all Advances will constituteextensions of credit pursuant to a single Credit Line. The ApprovedAmount 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 PARTYUNDERSTAND AND AGREE THAT THE BANK MAY DEMANDFULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS,AT ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUTCAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATEADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDEDFOR ANY SPECIFIC TERM OR DURATION, NOTWITHSTANDINGTHE SELECTION OF AN INTEREST PERIOD OF ANY SPECIFICDURATION.

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

d) Prior to the first Advance under the Credit Line, the Borrowermust sign and deliver to the Bank a Federal Reserve Form U-1 andall other documentation as the Bank may require. The Borroweracknowledges that neither the Bank nor any of its affiliates has

advised the Borrower in any manner regarding the purposes forwhich the Credit Line will be used.

e) The Borrower consents and agrees that, in connection withestablishing the Credit Line Account, approving any Advances tothe Borrower or for any other purpose associated with the CreditLine, the Bank may obtain a consumer or other credit report froma 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 creditreporting 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'sfinancial advisor at UBS Financial Services Inc. or one of its affiliates.To the extent permitted by applicable law, the Bank may also chargethe Borrower fees for establishing and servicing the Credit LineAccount.

g) Following each month in which there is activity in the Borrower'sCredit Line Account in amounts greater than $1, the Borrower willreceive an account statement showing the new balance, the amountof any new Advances, year to date interest charges, payments andother charges and credits that have been registered or posted to theCredit Line Account.

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

3) Terms of Advances

a) Advances made under this Agreement will be available to theBorrower in the form, and pursuant to procedures, as are establishedfrom time to time by the Bank in its sole and absolute discretion.The Borrower and each other Loan Party shall promptly provideall documents, financial or other information in connection withany Advance as the Bank may request. Advances will be made bywire transfer of funds to an account as specified in writing by theBorrower or by any other method agreed upon by the Bank andthe Borrower. The Borrower acknowledges and agrees that the Bankwill not make any Advance to the Borrower unless the collateralmaintenance requirements that are established by the Bank in its soleand absolute discretion have been satisfied.

b) Each Advance made under a Premier Credit Line will be a VariableRate Advance unless otherwise designated as a Fixed Rate Advancein an Advance Advice sent by the Bank to the Borrower. The Bankwill not designate any Advance as a Fixed Rate Advance unless it hasbeen requested to do so by the Borrower (acting directly or indirectlythrough the Borrower's UBS Financial Services Inc. financial advisoror other agent designated by the Borrower and acceptable to theBank). Each Advance Advice will be conclusive and binding uponthe Borrower, absent manifest error, unless the Borrower otherwisenotifies the Bank in writing no later than the close of business, NewYork time, on the third Business Day after the Advance Advice isgiven by the Bank.

c) Unless otherwise agreed by the Bank: (i) all Fixed Rate Advancesmust be in an amount of at least $55,000 or such other amount asthe Bank may determine from time to time; and (ii) all Variable RateAdvances taken by wire transfer must be in an amount of at least

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$2,500. If the Borrower is a natural person, the initial Variable RateAdvance under the Credit Line must be in an amount equal to at least$55,000 or such other amount as the Bank may determine from timeto time (the “Initial Advance Requirement”). If the initial Advancerequested by the Borrower is made in the form of a check drawn onthe 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 applicablelaw, the Bank may, in its sole and absolute discretion:

(i) pay the check drawn by the Borrower if, prior to paying thatcheck, the Bank makes another Advance to the Borrower, whichAdvance shall be in an amount not less than the Initial AdvanceRequirement; 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 amountof the Advance made by paying the check, and the amount of thatAdvance shall be due and payable to the Bank immediately (with orwithout demand by the Bank).

4) Interest

a) Each Fixed Rate Advance will bear interest at a fixed rate and forthe Interest Period each as specified in the related Advance Advice.The rate of interest payable on each Fixed Rate Advance will bedetermined by adding a percentage rate spread to (i) LIBOR, if theFixed Rate Advance is for a period of one (1) year or less or (ii) theUBS Bank USA Fixed Funding Rate, if the Fixed Rate Advance is fora period of greater than one (1) year, as of the date that the fixedrate is determined.

b) Each Variable Rate Advance under a Premier Credit Line will bearinterest at a variable rate equal to LIBOR, adjusted daily, plus thepercentage rate spread that (unless otherwise specified by the Bankin writing) is shown on Schedule I below for the Approved Amount ofthe Credit Line. For Premier Credit Lines, the rate of interest payableon Variable Rate Advances is subject to change without notice inaccordance with fluctuations in LIBOR and in the Approved Amount.On each day that LIBOR changes or the Approved Amount crossesone of the thresholds that is indicated on Schedule I (or that isotherwise specified by the Bank in writing), the interest rate on allVariable Rate Advances will change accordingly.

c) If any change in applicable law, rule, regulation or order or in theinterpretation thereof by any government authority, including theenactment of any law, rule, regulation or order (whether or nothaving the force of law):

(i) subjects the Bank to any tax or charge of any kind whatsoeverwith respect to any Advance, or

(ii) changes the basis of taxation of payments to the Bank in respectof any Advance (except for changes in the rate of tax basedsolely on the overall net income of the Bank or UBS AG), or

(iii) imposes, modifies or deems applicable any reserve or similarrequirement against assets held by or deposits in or for theaccount of, or loans made or letters of credit issued by, the Bank,or

(iv) imposes on the Bank, directly or indirectly, any other conditionsaffecting this Agreement or any Advance,

and the result of any of the foregoing is to increase the cost tothe Bank of making, issuing, funding or maintaining any Advance,then the Borrower will pay to the Bank, on demand, the additionalamount necessary to compensate the Bank for such additional costs.

Any written notice from the Bank as to the amount of compensationdue under this paragraph shall be conclusive absent manifest error.

d) If

(i) the adoption or effectiveness after the date hereof of applicable,law, rule, regulation or order regarding capital adequacy, or anychange therein, or

(ii) any change in the interpretation or administration thereof bygovernmental authority, central bank or comparable agency, or

(iii) compliance by the Bank with request or directive regardingcapital adequacy (whether or not having force of law) of anysuch authority, central bank, or comparable agency

has or would have the effect of reducing the rate of return on theBank's capital in respect of this Agreement or any Advance to alevel below that which the Bank could have achieved but for suchadoption, effectiveness, change or compliance, the Borrower shallpay to the Bank, on demand, the additional amount necessary tocompensate the Bank for such reduction.

Any written notice from the Bank as to the amount of compensationdue under paragraph shall be conclusive manifest error.

5) Payments

a) Each Fixed Rate Advance will be due and payable in full ONDEMAND or, if not earlier due as a result of an Event or ademand by the Bank, on the last day of the applicable InterestPeriod. Any Fixed Rate Advance which is not due as a result ofan Event and as to which the Bank has not made a demand forpayment and that is not paid in full or renewed, which renewal is inthe sole and absolute discretion of the Bank, (pursuant to proceduresas may be established by the Bank) as another Fixed Rate Advanceon or before the last day of its Interest Period, will be automaticallyrenewed on that date as a U.S. dollar denominated, Variable RateAdvance 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 determinedby the Bank) equal to the unpaid principal balance of the Fixed RateAdvance plus any accrued but unpaid interest on the Fixed RateAdvance, which Variable Rate Advance will then accrue additionalinterest at a variable rate as provided in this Agreement.

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

c) The Borrower promises to pay the outstanding principal amount ofeach Advance, together with all accrued but unpaid interest on eachAdvance, any and all fees or other charges payable in connectionwith each Advance, on the date the principal amount becomes due(whether by reason of demand, the occurrence of a stated maturitydate, by reason of acceleration or otherwise). The Borrower furtherpromises to pay interest in respect of the unpaid principal balanceof each Advance from the date the Advance is made until it is paidin full. All interest will be computed on the basis of the number ofdays elapsed and a 360-day year. Interest on each Advance will bepayable 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 thelast day of each three month period following the date ofthe Advance) and on each date that all or any portion of theprincipal amount of the Fixed Rate Advance becomes due or ispaid; and

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(ii) for Variable Rate Advances - on the twenty-second day of eachmonth other than December, and on the thirty-first day ofDecember, and on each date that all or any portion of theprincipal amount of the Variable Rate Advance becomes due oris paid.

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

d) All payments of principal, interest or other amounts payable underthis Agreement will be made in immediately available funds and inthe same currency in which the Advance was made, which unlessotherwise agreed by the Bank, will be U.S. dollars. UBS FinancialServices Inc., may act as collecting and servicing agent for the Bankfor the Advances. All payments will be made by wire transfer of fundsto an account specified by the Bank or by another method agreedupon by the Bank and the Borrower. Upon receipt of all payments,the Bank will credit the same to the Credit Line Account. The Bankshall apply the proceeds of any payments in the following order; firstto any Breakage Costs, Breakage Fee, other fees, costs of collectionand expenses, second to the outstanding principal amount of therelated Advance and third to accrued interest.

e) All payments must be made to the Bank free and clear of any andall present and future taxes (including withholding taxes), levies,imposts, duties, deductions, fees, liabilities and similar charges otherthan those imposed on the overall net income of the Bank. If sorequested by the Bank, the Borrower will deliver to the Bank theoriginal or a certified copy of each receipt evidencing payment ofany taxes or, if no taxes are payable in respect of any payment underthis Agreement, a certificate from each appropriate taxing authority,or an opinion of counsel in form and substance and from counselacceptable to the Bank in its sole and absolute discretion, in eithercase stating that the payment is exempt from or not subject to taxes.If any taxes or other charges are required to be withheld or deductedfrom any amount payable by the Borrower under this Agreement,the amount payable will be increased to the amount which, afterdeduction from the increased amount of all taxes and other chargesrequired to be withheld or deducted from the increased amountpayable, will yield to the Bank the amount otherwise stated to bepayable under this Agreement. If any of the taxes or charges arepaid by the Bank, the Borrower will reimburse the Bank on demandfor the payments, together with all interest and penalties that maybe imposed by any governmental agency. None of the Bank, UBSFinancial Services Inc. nor their respective employees has providedor will provide legal advice to the Borrower or any other Loan Partyregarding compliance with (or the implications of the Credit Lineand the related guaranties and pledges under) the laws (includingtax laws) of the jurisdiction of the Borrower or any other LoanParty or any other jurisdiction. The Borrower and each Loan Partyare and shall be solely responsible for, and the Bank shall have noresponsibility for, the compliance by the Loan Parties with any and allreporting and other requirements arising under any applicable laws.

f) In no event will the total interest and fees, if any, charged underthis Agreement exceed the maximum interest rate or total feespermitted by applicable law. In the event any excess interest or feesare collected, the same will be refunded or credited to the Borrower.If the amount of interest payable by the Borrower for any period isreduced pursuant to this Section 5(f), the amount of interest payablefor each succeeding period will be increased to the maximum ratepermitted by applicable law until the amount of the reduction hasbeen received by the Bank.

6) Prepayments; Breakage Charges

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

b) The Borrower may repay any Fixed Rate Advance in whole.The Borrower may not repay any Fixed Rate Advance in part.The Borrower agrees to reimburse the Bank, immediatelyupon demand, for any loss or cost ("Breakage Costs") thatthe Bank notifies the Borrower has been incurred by the Bankas a result of (i) any payment of the principal of a FixedRate Advance before the expiration of the Interest Periodfor the Fixed Rate Advance (whether voluntarily, as a resultof acceleration, demand or otherwise), or (ii) the Borrower'sfailure to take any Fixed Rate Advance on the date agreedupon, including any loss or cost (including loss of profit ormargin) connected with the Bank's re-employment of theamount so prepaid or of those funds acquired by the Bank tofund the Advance not taken on the agreed upon date.

Breakage Costs will be calculated by determining thedifferential between LIBOR or the UBS Bank USA FixedFunding Rate, as applicable, on the contract and the prevailingLIBOR or the UBS Bank USA Fixed Funding Rate, as applicable,for a duration equal to the remainder of the interest periodand multiplying the differential by the sum of the outstandingprincipal amount of the Fixed Rate Advance (or the principalamount of Fixed Rate Advance not taken by the Borrower)multiplied by the actual number of days remaining in theInterest Period for the Fixed Rate Advance (based upon a 360day year). The Borrower also agrees to promptly pay to theBank an administrative fee ("Breakage Fee") in connectionwith any permitted or required prepayment. The BreakageFee will be calculated by multiplying the outstanding principalamount of the Fixed Rate Advance (or the principal amount ofFixed Rate Advance not taken by the Borrower) by two basispoints (0.02%) (with a minimum Breakage Fee of $100.00).Any written notice from the Bank as to the amount of the lossor 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 liablefor the Credit Line Obligations, regardless of any change in businessrelations, divorce, legal separation, or other legal proceedings or inany agreement that may affect liabilities between the parties. Exceptas provided below for the reinstatement of a suspended or cancelledCredit Line, and unless otherwise agreed by the Bank in writing, theBank may rely on, and each Joint Borrower will be responsible for,requests for Advances, directions, instructions and other informationprovided to the Bank by any Joint Borrower.

b) Any Joint Borrower may request the Bank to suspend or cancel theCredit Line by sending the Bank a written notice of the requestaddressed to the Bank at the address shown on the Borrower'speriodic Credit Line Account statements. Any notice will becomeeffective 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 thathave not yet become part of the Credit Line Obligations as of theeffective date of the notice. No notice will release or in any other wayaffect the Bank's interest in the Collateral. All subsequent requeststo reinstate credit privileges must be signed by all Joint Borrowerscomprising the Borrower, including the Joint Borrower requestingthe suspension of credit privileges. Any reinstatement will be grantedor denied in the sole and absolute discretion of the Bank.

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c) All Credit Line Obligations will become immediately due and payablein full as of the effective date of any suspension or cancellation ofthe Credit Line. The borrower will be responsible for the paymentof all charges incurred on the Advances after the effective date. TheBank will not release any Loan Party from any of the obligationsunder this Agreement or any related agreement until the Credit LineObligations have been paid in full and this Agreement has beenterminated.

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

a) To secure payment or performance of the Credit Line Obligations,the Borrower and each other Pledgor assigns, transfers and pledgesto the Bank, and grants to the Bank a first priority lien andsecurity interest in the following assets and rights of the Borrowerand each other Pledgor, wherever located and whether ownednow or acquired or arising in the future: (i) each CollateralAccount; (ii) any and all money, credit balances, certificatedand uncertificated securities, security entitlements, commoditycontracts, deposits, certificates of deposit, instruments, documents,partnership interests, general intangibles, financial assets and otherinvestment property now or in the future credited to or carried, heldor maintained in any Collateral Account; (iii) any and all over-the-counter options, futures, foreign exchange, swap or similar contractsbetween the Borrower and each other Pledgor, on the one hand,and either UBS Financial Services Inc. or any of its affiliates, on theother hand; (iv) any and all accounts of the Borrower and eachother Pledgor at the Bank or any of its affiliates; (v) any and allsupporting obligations, general intangibles and other rights ancillaryor attributable to, or arising in any way in connection with, any ofthe foregoing; and (vi) any and all interest, dividends, distributionsand other proceeds of any of the foregoing, including proceeds ofproceeds (collectively, the "Collateral").

b) The Borrower and if applicable, any other Pledgor on the CollateralAccount, will take all actions reasonably requested by the Bankto evidence, maintain and perfect the Bank's first priority securityinterest in, and to enable the Bank to obtain control over, theCollateral and any additional collateral pledged by the Pledgors,including but not limited to making, executing, recording anddelivering to the Bank (and authorizes the Bank to file, withoutthe signature of the Borrower and any Pledgor where permittedby applicable law) financing statements and amendments thereto,control agreements, notices, assignments, listings, powers, consentsand other documents regarding the Collateral and the Bank'ssecurity interest in the Collateral in such jurisdiction and in a formas the Bank reasonably may require. Each Loan Party irrevocablyauthorizes and appoints each of the Bank and UBS Financial ServicesInc., as collateral agent, to act as their agent and attorney-in-fact tofile any documents or to execute any documents in their name, withor without designation of authority. Each Loan Party acknowledgesthat it will be obligated in respect of the documentation as if it hadexecuted the documentation itself.

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

d) The Bank's sole duty for the custody, safe keeping and physicalpreservation of any Collateral in its possession will be to deal withthe Collateral in the same manner as the Bank deals with similarproperty for its own account. The Borrower (and, if applicable, anyother Pledgor on the Collateral Account) agrees that the Bank willhave no responsibility to act on any notice of corporate actions orevents provided to holders of securities or other investment propertyincluded in the Collateral. The Borrower (and, if applicable, any

other Pledgor on the Collateral Account) agrees to (i) notify theBank promptly upon receipt of any communication to holders of theinvestment property disclosing or proposing any stock split, stockdividend, extraordinary cash dividend, spin-off or other corporateaction or event as a result of which the Borrower or Pledgor wouldreceive securities, cash (other than ordinary cash dividends) or otherassets in respect of the investment property, and (ii) immediatelyupon receipt by the Borrower or Pledgor of any of these assets, causethem to be credited to a Collateral Account or deliver them to or asdirected by the Bank as additional Collateral.

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

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

g) If the Collateral Account permits cash withdrawals in the form ofcheck writing, access card charges, bill payment and/or electronicfunds transfer services (for example, Resource ManagementAccount®, Business Services Account BSA®, Basic InvestmentAccounts and certain accounts enrolled in UBS Financial Services Inc.Investment Solutions programs), the Borrower (and, if applicable,any other Pledgor on the Collateral Account) agrees that the"Withdrawal Limit" for the Collateral Account, as described inthe documentation governing the account will be reduced on anongoing basis so that the aggregate lending value of the Collateralremaining in the Collateral Account following the withdrawal maynot be less than the amount required pursuant to Section 8(c).

h) In addition to the Bank's security interest, the Borrower (and, ifapplicable, any other Pledgor on the Collateral Account) agrees thatthe Bank will at all times have a right to set off any or all of the CreditLine Obligations at or after the time at which they become due,whether upon demand, at a stated maturity date, by accelerationor otherwise, against all securities, cash, deposits or other propertyin the possession of or at any time in any account maintained withthe Bank or any of its affiliates by or for the benefit of the Borrower,whether carried individually or jointly with others and regardless ofthe currency in which denominated. This right is in addition to, andnot in limitation of, any right the Bank may have at law or otherwise.

i) The Bank reserves the right to disapprove any Collateral and torequire the Borrower at any time to deposit into the Borrower'sCollateral Account additional Collateral in the amount as theBank requests or to substitute new or additional Collateral forany Collateral that has previously been deposited in the CollateralAccount.

9) Control

For the purpose of giving the Bank control over each Collateral Accountand in order to perfect the Bank's security interests in the Collateral,the Borrower and each other Pledgor on the applicable CollateralAccount consents to compliance by UBS Financial Services Inc. or anyother securities intermediary or depository institution (in any case,the "Securities Intermediary") maintaining a Collateral Account with

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entitlement orders and instructions from the Bank (or from any assigneeor successor of the Bank) regarding the Collateral Account and anyfinancial assets, cash or other property held therein without the furtherconsent of the Borrower or any other Pledgor on the applicable CollateralAccount. Without limiting the foregoing, the Borrower and each Pledgoron the Collateral Account acknowledges, consents and agrees that,pursuant to a control agreement entered into between the Bank andUBS Financial Services Inc., as the Securities Intermediary, to which eachCollateral Account held by such Securities Intermediary is subject:

a) The Securities Intermediary will comply with entitlement ordersoriginated by the Bank regarding any Collateral Account withoutfurther consent from the Borrower or any other Pledgor. TheSecurities Intermediary will treat all assets credited to a CollateralAccount, including money and credit balances, as financial assets forpurposes of Article 8 of the Uniform Commercial Code.

b) In order to enable the Borrower and any other Pledgor on theapplicable Collateral Account to trade financial assets that arefrom time to time credited to a Collateral Account, the SecuritiesIntermediary may comply with entitlement orders originated by theBorrower or any other Pledgor on the applicable Collateral Account(or if so agreed by the Bank, by an investment adviser designatedby the Borrower or any other Pledgor on the applicable CollateralAccount and acceptable to the Bank and the Securities Intermediary)regarding the Collateral Account, but only until the time that theBank notifies the Securities Intermediary, that the Bank is assertingexclusive control over the Collateral Account. After the SecuritiesIntermediary has received a notice of exclusive control and has hada reasonable opportunity to comply, it will no longer comply withentitlement orders originated by the Borrower or any other Pledgor(or by any investment adviser designated by the Borrower or anyother Pledgor) concerning the Collateral Account. Notwithstandingthe foregoing, however, and irrespective of whether it has receivedany notice of exclusive control, the Securities Intermediary will notcomply with any entitlement order originated by the Borrower orany other Pledgor (or by any investment adviser designated by theBorrower or any other Pledgor) to withdraw any financial assetsfrom a Collateral Account or to pay any money, free credit balanceor other amount owing on a Collateral Account (other than cashwithdrawals and payments not exceeding the "Withdrawal Limit" ascontemplated in Section 8 (g)) without the prior consent of the Bank.

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 tomaintain sufficient Collateral in a Collateral Account as requiredby the Bank or any Guarantor fails to maintain collateral asrequired by the Bank under its Guaranty Agreement or deniesor attempts to terminate or challenge the validity of any suchGuaranty Agreement;

(iii) the Borrower or any other Loan Party breaches or fails toperform any other covenant, agreement, term or conditionthat is applicable to it under this Agreement or any relatedagreement, or any representation or other statement of theBorrower (or any Loan Party) in this Agreement or in any relatedagreement is incorrect in any material respect when made ordeemed made;

(iv) the Borrower or any other Loan Party dies or is declared (byappropriate authority) incompetent or of unsound mind or isindicted or convicted of any crime or, if not an individual, ceasesto exist;

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

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

(vii) a Collateral Account (or any account in which Collateralprovided by a Loan Party is maintained) or any portion thereof isterminated, attached or subjected to a levy or all or any portionof the Collateral is transferred, gifted, assigned or encumbered;

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

(ix) any indebtedness of the Borrower or any other Loan Party inrespect of borrowed money (including indebtedness guarantiedby the Borrower or any other Loan Party) or in respectof any swap, forward, cap, floor, collar, option or otherderivative transaction, repurchase or similar transaction or anycombination of these transactions is not paid when due, orany event or condition causes the indebtedness to become, orpermits the holder to declare the indebtedness to be, due andpayable prior to its stated maturity;

(x) final judgment for the payment of money is rendered againstBorrower (or any other Loan Party) and, within thirty days fromthe entry of judgment, has not been discharged or stayedpending appeal or has not been discharged within thirty daysfrom the entry of a final order of affirmance on appeal;

(xi) any legal proceeding is instituted or any other event occursor condition exists that in the Bank's sole discretion calls intoquestion (A) the validity or binding effect of this Agreement orany related agreement or any of the Borrower's (or any otherLoan Party's) obligations under this Agreement or under anyrelated agreement or (B) the ability of the Borrower (or any LoanParty) to perform its obligations under this Agreement, or underany related agreement; or

(xii) the Bank in it's sole discretion otherwise deems itself or itssecurity interest in the Collateral insecure or the Bank believes ingood faith that the prospect of payment or other performanceby any Loan Party is impaired.

then, the Credit Line Obligations will become immediately dueand payable (without demand) and the Bank may, in its sole andabsolute discretion, liquidate, withdraw or sell all or any part ofthe Collateral and apply the same, as well as the proceeds of anyliquidation or sale, to any amounts owed to the Bank, including,without limitation, any applicable Breakage Costs and Breakage Fee.The Bank will not be liable to any Loan Party in any way for anyadverse consequences (for tax effect or otherwise) resulting fromthe liquidation of appreciated or depriciated Collateral. Withoutlimiting the generality of the foregoing, the sale may be made in the

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Bank's sole and absolute discretion by public sale on any exchangeor market where business is then usually transacted or by privatesale, and the Bank or any of its affiliates may be the purchaser at anypublic or private sale. Any Collateral that may decline speedilyin value or that customarily is sold on a recognized exchangeor market may be sold without providing any Loan Party withprior notice of the sale. Each Loan Party agrees that, for all otherCollateral, two calendar days notice to the Loan Party, sent to itslast address shown in the Bank's account records, will be deemedreasonable notice of the time and place of any public sale or timeafter which any private sale or other disposition of the Collateral mayoccur. Any amounts due and not paid on any Advance following anEvent will bear interest from the day following the Event until fullypaid at a rate per annum equal to the interest rate applicable to theAdvance immediately prior to the Event plus 2.00%. In addition tothe Bank's rights under this Agreement, the Bank will have the rightto exercise any one or more of the rights and remedies of a securedcreditor under the Utah Uniform Commercial Code, as then in effect,or under any other applicable law.

b) Nothing contained in this Section 10 will limit the right ofthe Bank to demand full or partial payment of the Credit LineObligations, in its sole and absolute discretion and withoutcause, at any time, whether or not an Event has occurred andis continuing.

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

d) Any non-exercise of rights, remedies and powers by the Bank underthis Agreement and the other documents delivered in connectionwith this Agreement shall not be construed as a waiver of any rights,remedies and powers. The Bank fully reserves its rights to invokeany of its rights, remedies and powers at any time it may deemappropriate. No prior demand for full or partial payment, or call foradditional collateral or prior notice of the time or place of any sale ofCollateral shall be considered a waiver of the Bank's right to liquidateCollateral without prior demand, call or notice.

11) Representations, Warranties and Covenants by the Loan Parties

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

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

b) Each Loan Party: (i) if a natural Person, is of the age of majority, andif a legal Person, is validly existing and in good standing under thelaws of the jurisdiction of its formation; (ii) is authorized to executeand deliver this Agreement and to perform its obligations underthis Agreement and any related agreement; (iii) is not an employeebenefit plan, as that term is defined by the Employee RetirementIncome Security Act of 1974, or an Individual Retirement Credit LineAccount (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, inwriting, and provides the Bank with a letter of approval, whererequired, from its employer, is not an employee or member of any

exchange or of any corporation or firm engaged in the businessof dealing, either as a broker or as principal, in securities, bills ofexchange, acceptances or other forms of commercial paper;

c) Neither the Borrower nor any Pledgor on the Collateral Account haspledged or will pledge the Collateral or grant a security interest inthe Collateral to any party other than the Bank or the SecuritiesIntermediary, or has permitted or will permit the Collateral to becomesubject to any liens or encumbrances (other than those of the Bankand the Securities Intermediary), during the term of this Agreement;

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

e) Each Loan Party has duly filed and will duly file all tax and informationreturns required to be filed and has paid and will pay all taxes, fees,assessments and other governmental charges or levies that have orwill become due and payable, except to the extent such taxes orother charges are being contested in good faith and are adequatelyreserved against in accordance with United States GAAP;

f) The Borrower and each relevant Pledgor (i) is and at all times willcontinue to be the legal and beneficial owner of all assets held inor credited to any Collateral Account or otherwise included in theCollateral, and (ii) does not hold any assets held in or credited toany Collateral Account or otherwise included in the Collateral intrust or subject to any contractual or other restrictions on use thatwould prevent the use of such assets to (a) repay the Bank or (b)be pledged as Collateral in favor of the Bank. Each Loan Party shallimmediately notify the Bank in writing of any and all pending orthreatened material litigation and any and all pending or threatenedmaterial proceedings before any governmental or regulatory agencyimmediately after becoming aware of such pending or threatenedlitigation or proceedings;

g) The execution, delivery and performance by each Loan Partyof the Loan Documents, the consummation of the transactionscontemplated by the Loan Documents and compliance with theprovisions of the Loan Documents will not (a) violate any law,regulation, order, judgment or decree binding on such Loan Party,(b) if such Loan Party is a legal Person, violate or conflict with anyof its organizational agreements or charter documents, (c) if suchLoan Party is a trust, violate any trust instruments or agreementsbinding on such Loan Party or (d) conflict with, cause a breachof, constitute a default under, be cause for the acceleration of thematurity of, or create or result in the creation or imposition of anlien, charge or encumbrance (other than in favor of the Bank) on anyof its property under any agreement, notice, indenture, instrumentor other undertaking to which it is a party;

h) No order, consent, license, authorization, recording or registration isrequired to authorize or is required in connection with the execution,delivery and performance of the legality, validity, binding effect orenforceability of any of the Loan Documents or any transactionscontemplated herein and therein;

i) After giving effect to each Advance, and such Loan Party'sobligations (including contingent obligations) under the LoanDocuments, (a) the present fair value of its assets exceeds the totalamount of its liabilities (including, without limitation, contingentliabilities), (b) it has capital and assets sufficient to carry onits business, (c) it is not engaged and is not about to engagein a business or transaction for which its remaining assets areunreasonably small in relation to such business or transaction and(d) it does not intend to incur, or believe that it will incur, debtsbeyond its ability to pay as they become due. Such Loan Party will notbe rendered insolvent by the execution, delivery and performance

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of this Agreement or by the consummation of the transactionscontemplated herein and therein;

j) The location of such Loan Party's principal residence, if such LoanParty is a natural person, or, if such Loan Party is not a natural person,such Loan Party's jurisdiction of organization or formation, its chiefexecutive office and, if different, the location of its principal place ofbusiness, are accurately set forth in the documents signed by suchLoan Party and in the Bank's records;

k) Each Loan Party shall immediately notify the Bank in writing uponbecoming aware of the imposition of any lien, claim, charge orencumbrance on, or any loss of or damage to, any or all of theCollateral;

l) Each Loan Party shall immediately notify the Bank in writing uponbecoming aware of the probable occurrence of any Event togetherwith a detailed statement by the Borrower setting forth the stepsbeing taken by the Borrower to cure the effect thereof; and

m) Each Loan Party should promptly upon request by the Bank, do,execute, acknowledge, deliver, record, re-record, file, re-file, registerand re-register any and all such further acts, pledge agreements,pledge letters, assignments, financing statements and continuationsthereof, termination statements, notices of assignment, transfers,certificates, assurances and other instruments as the Bank mayreasonably require from time to time in order to (i) carry outmore effectively the purposes of the Loan Documents, (ii) tothe fullest extent permitted by applicable law, subject the LoanParties' properties, assets, rights or interests to the Bank's securityinterest contemplated herein, (iii) perfect and maintain the validity,effectiveness and priority of the Bank's security interest in theCollateral intended to be created hereunder and (iv) assure, convey,grant, assign, transfer, preserve, protect and confirm more effectivelyunto the Bank the rights granted or now or hereafter intended tobe granted to the Bank under any Loan Document or under anyother instrument executed in connection with any Loan Documentto which any Loan Party is, or is to be, a party.

n) No Loan Party or, to the best knowledge of the Loan Parties, anydirector, officer, agent, employee or affiliate of any Loan Party (i)is currently subject to any economic sanctions or trade embargoesadministered or imposed by the Office of Foreign Assets Controlof the U.S. Department of the Treasury, the U.S. Department ofState, the United Nations Security Council, the European Union,Her Majesty’s Treasury or any other relevant authority (collectively,“Sanctions”) or (ii) resides, is organized or chartered, or has a placeof business in a country or territory that is currently the subject ofSanctions; and the Loan Parties will not directly or indirectly use theproceeds of the Credit Line, or lend, contribute or otherwise makeavailable such proceeds to or for the benefit of any person or entityfor the purpose of financing or supporting, directly or indirectly,the activities of any person or entity that is currently the subject ofSanctions.

o) No Loan Party or, to the best knowledge of the Loan Parties, anyaffiliate (including any joint venture) or any director, officer, agent,employee or other person associated with or acting on behalf ofany Loan Party, in connection with the Credit Line, has (i) used anycorporate funds directly or indirectly for any unlawful contribution,gift, entertainment or other unlawful expense; or (ii) made any offer,payment, promise to pay or authorization of the payment of anymoney, or other property, gift, promise to give, or authorization ofthe giving of anything of value directly or indirectly to or for thebenefit of any public official, political party or party candidate, or anythird party to benefit any of the foregoing, or to any other person, ifdoing so would violate the Foreign Corrupt Practices Act of 1977, asamended, and the rules and regulations thereunder, the UK BriberyAct of 2010 or the law of any other relevant jurisdiction.

The provisions of this Section 11 will survive the termination of thisAgreement or any related agreement and the repayment of the CreditLine Obligations.

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

Borrower agrees to indemnify and hold harmless the Bank and theSecurities Intermediary, their affiliates and their respective directors,officers, agents and employees against any and all costs, increased costs,documentary taxes, stamp taxes or other taxes claims, causes of action,liabilities, lawsuits, demands and damages, and any and all court costsand reasonable attorneys fees, in any way relating to or arising outof or in connection with this Agreement, except to the extent causedby the Bank’s or Securities Intermediary’s gross negligence or willfulmisconduct. The Borrower shall also reimburse the Bank from time totime at the Bank's request for any out-of-pocket expenses incurred bythe Bank or any Securities Intermediary in connection with the Collateraland the Bank's security interest therein, including, without limitation,in connection with the enforcement thereof. Neither the Bank nor theSecurities Intermediary will be liable to any party for any consequentialdamages arising out of any act or omission by either of them with respectto this Agreement or any Advance or Collateral Account. The provisionsof this Section 12 will survive the termination of this Agreement or anyrelated agreement and the repayment of the Credit Line Obligations.

13) Acceptance of Application and Agreement; Applicable Law

THIS APPLICATION AND AGREEMENT WILL BE RECEIVED ANDACCEPTED BY BANK IN THE STATE OF UTAH. DELIVERY OF THEAPPLICATION AND AGREEMENT TO THE BORROWER'S FINANCIALADVISOR AT UBS FINANCIAL SERVICES INC. WILL NOT BECONSIDERED RECEIPT OR ACCEPTANCE BY BANK. ALL DECISIONSMADE BY BANK REGARDING THE CREDIT LINE WILL BE MADE INUTAH.

THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAHAPPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMEDENTIRELY IN THE STATE OF UTAH AND, IN CONNECTION WITHTHE CHOICE OF LAW GOVERNING INTEREST, THE FEDERALLAWS OF THE UNITED STATES, EXCEPT THAT WITH RESPECTTO THE COLLATERAL ACCOUNT AND THE BANK’S SECURITYINTEREST THEREIN, THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, THENEW YORK UNIFORM COMMERCIAL CODE, AND FOR PURPOSESOF THIS AGREEMENT, THE COLLATERAL ACCOUNT AND THEBANK’S SECURITY INTEREST THEREIN, THE JURISDICTION OF UBSFINANCIAL SERVICES INC. SHALL BE DEEMED TO BE THE STATE OFNEW YORK.

14) Assignment; No Third Party Beneficiaries

This Agreement may not be assigned by the Borrower without the priorwritten consent of the Bank. This Agreement will be binding upon andinure to the benefit of the heirs, personal representatives, executors,successors and permitted assigns of the Borrower. The Bank may assignthis Agreement, and this Agreement will inure to the benefit of the Bank'ssuccessors and assigns. Except as may otherwise be expressively providedherein, there are no third party beneficiaries of this Agreement.

15) Amendment

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This Agreement may be amended only by the Bank, including, but notlimited to, (i) the addition or deletion of any provision of this Agreementand (ii) the amendment of the "Spread Over LIBOR/UBS Bank USAFixed Funding Rate" in Schedule I to this Agreement, at any time bysending written notice, signed by an authorized officer of the Bank, ofan amendment to the Borrower. The amendment shall be effective as ofthe date established by the Bank. This Agreement may not be amendedorally. The Borrower or the Bank may waive compliance with any provisionof this Agreement, but any waiver must be in writing and will not bedeemed to be a waiver of future compliance with such provision or awaiver of any other provision of this Agreement. The provisions of thisAgreement constitute the entire agreement between the Bank and theBorrower with respect to the subject matter hereof and supersede allprior or contemporaneous agreements, proposals, understandings andrepresentations, written or oral, between the parties with respect to thesubject matter hereof. This Agreement may not be amended or modifiedby, and the Bank will not be bound by any agreement, representationor warranty, whether in writing or otherwise, made by, UBS FinancialServices Inc. or any other affiliate of the Bank or any of their respectivedirectors, officers, employees, or agents.

16) Severability

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

17) Choice of Forum; Waiver of Jury Trial

a) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF ORRELATED TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENTENTERED BY ANY COURT REGARDING THIS AGREEMENT ORTHE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTWILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THETHIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH ORIN THE UNITED STATES DISTRICT COURT FOR THE STATE OFUTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITSTO THE JURISDICTION OF THE COURTS OF THE THIRD JUDICIALDISTRICT COURT FOR THE STATE OF UTAH AND OF THE UNITEDSTATES DISTRICT COURT FOR THE STATE OF UTAH FOR THEPURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SETFORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BYANY JUDGMENT RENDERED THEREBY IN CONNECTION WITHSUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIESIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTEDBY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR INTHE FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTIONOR PROCEEDING BROUGHT IN ANY SUCH COURT REFERREDTO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION ORPROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENTFORUM.

b) EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMINGTHROUGH IT OR IN ITS NAME, AND ON BEHALF OF ITS EQUITYHOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVETO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPONOR ARISING OUT OF THIS AGREEMENT OR ANY OF THETRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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

d) Nothing in this Section 17 will be deemed to alter anyagreement to arbitrate any controversies which may arisebetween the Borrower (or any other Loan Party) and UBSFinancial Services Inc. or its predecessors, and any claimsbetween the Borrower or the Loan Party, as applicable, andUBS Financial Services Inc. or its employees (whether or notthey have acted as agents of the Bank) will be arbitrated asprovided in any agreement between the Borrower or the LoanParty, as applicable, and UBS Financial Services Inc.

18) State Specific Provisions and Disclosures

a) For residents of Ohio:The Ohio laws against discrimination require that all creditorsmake credit equally available to all creditworthy customers,and that credit reporting agencies maintain separate credithistories on each individual upon request. The Ohio CivilRights Commission administers compliance with this law.

b) For residents of Oregon:NOTICE TO BORROWER: DO NOT SIGN THIS AGREEMENTBEFORE YOU READ IT. THIS AGREEMENT PROVIDES FOR THEPAYMENT OF A PENALTY IF YOU WISH TO REPAY A FIXED RATEADVANCE PRIOR TO THE DATE PROVIDED FOR REPAYMENT INTHE AGREEMENT.

c) For residents of Vermont:NOTICE TO BORROWER: THE ADVANCES MADE UNDERTHIS AGREEMENT ARE DEMAND LOANS AND SO MAY BECOLLECTED BY THE BANK AT ANY TIME. A NEW LOANMUTUALLY AGREED UPON AND SUBSEQUENTLY ISSUED MAYCARRY A HIGHER OR LOWER RATE OF INTEREST.

NOTICE TO JOINT BORROWER: YOUR SIGNATURE ON THEAGREEMENT MEANS THAT YOU ARE EQUALLY LIABLE FORREPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY,THE BANK 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 creditreport reflecting on your credit record may be submittedto a credit reporting agency if you fail to fulfill the termsof your credit obligations.

(iii) The Borrower will notify the Bank, within a reasonabletime, of any change in the Borrower's name, address, oremployment.

(iv) The Borrower will not attempt to obtain any Advanceif the Borrower knows that the Borrower's creditprivileges under the Credit Line have been terminated orsuspended.

(v) The Borrower will notify the Bank by telephone,telegraph, letter, or any other reasonable means that anunauthorized use of the Credit Line has occurred or mayoccur as the result of the loss or theft of a credit cardor other instrument identifying the Credit Line, withina reasonable time after the Borrower's discovery of theloss or theft, and will reasonably assist the Bank indetermining the facts and circumstances relating to anyunauthorized use of the Credit Line.

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19) Account Agreement

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

20) Notices

Unless otherwise required by law, all notices to a Loan Party maybe oral or in writing, in the Bank’s discretion, and if in writing,delivered or mailed by the United States mail, or by overnightcarrier or by telecopy to the address of the Loan Party shown onthe records of the Bank. Each Loan Party agrees to send noticesto the Bank, in writing, at such address as provided by the Bankfrom time to time.

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Schedule I to UBS Bank USA Credit Line AgreementSchedule of Percentage Spreads Over LIBOR or the UBS Bank USA FixedFunding Rate, as applicableAggregate Approved Amount Spread Over LIBOR/UBS Bank

USA Fixed Funding Rate$55,000 to $99,999 5.500%$100,000 to $249,999 5.000%$250,000 to $499,999 3.875%$500,000 to $999,999 3.375%$1,000,000 to $2,499,999 2.750%$2,500,000 to $4,999,999 2.500%$5,000,000 to $9,999,999 2.000%$10,000,000 and over 1.750%

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 topay 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 thatcan be used against the borrower, such as suing you, garnishing your wages, etc. If this debt is ever in default, that fact may become a part of your credit record.

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

AVISO PARA EL FIADOR (Spanish Translation Required By Law)

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

Si la persona que ha pedido el prestamo no paga la deuda, es posible que usted tenga que pagar la suma total de la deuda, mas los cargos por tardarse en elpago 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 eldeudor, 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 obligacionde 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.

DEREK G. FROSH3367224177

[email protected]

Financial Advisor:

Winston-Salem, NC 271031868

Branch office:380 Knollwood StreetSuite 250

UBS Client Reviewas of October 28, 2014

Prepared forThe Masonic TempleWinston-Salem

Accounts included in this review

TypeNameAccount

• EndowmentWX XX061 • Portfolio Management Program• ConstructionWX XX250 • Portfolio Management Program

What's inside

Executive summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Important information about this report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

of 6Page 1

Consolidated report prepared for The Masonic Temple

WX XX250 ConstructionWX XX061 Endowment

as of October 28, 2014

Executive summary

Asset allocation reviewValue on

10/28/2014 ($)% of

portfolio

201,114.53 3.81CashA201,114.53 3.81Cash

4,083,794.73 77.38Fixed IncomeB2,775,840.11 52.60US1,307,954.62 24.78Global

992,689.81 18.81EquityC972,573.34 18.43US

20,116.47 0.38International0.00 0.00CommoditiesD0.00 0.00Non-TraditionalE0.00 0.00OtherF

Total Portfolio $5,277,599.07 100%

Balanced mutual funds are allocated in the 'Other' category

Expected cash flow

Cash flows displayed account for known events such as maturities and mandatory puts.

Total taxable income: $153,799.67Total expected cash flow: $153,799.67

$ Thousands

Equity sector analysisValue on

10/28/2014 ($)% of

equity

129,645.75 13.06Consumer discretionaryA150,825.20 15.20EnergyB139,058.66 14.01FinanceC

97,166.80 9.79Health careD81,071.56 8.17IndustrialsE83,781.65 8.44MaterialsF61,361.40 6.18StaplesG

107,715.39 10.85TechnologyH54,265.01 5.47TelecommunicationsI87,675.88 8.83UtilitiesJ

Total classified equity $992,567.30 100%Balanced mutual funds are allocated in the 'Other' category

Portfolio does not contain applicable holdings - exhibit intentionally leftblank.

Credit quality of bond holdings

Report created on: October 29, 2014 of 6Page 2

Prepared for The Masonic Temple

Aggressive/SpeculativeCurrent Income and Capital Appreciation

WX XX061 • Endowment • Portfolio Management Program Risk profile: Return Objective:


Executive summary


10/28/2014 ($)% of

portfolio

97,565.71 5.68CashA97,565.71 5.68Cash

626,432.64 36.49Fixed IncomeB313,920.10 18.29US312,512.54 18.20Global992,689.81 57.83EquityC972,573.34 56.65US

20,116.47 1.18International0.00 0.00CommoditiesD0.00 0.00Non-TraditionalE0.00 0.00OtherF



Expected cash flow



$ Thousands

Equity sector analysisValue on

10/28/2014 ($)% of

equity

129,645.75 13.06Consumer discretionaryA150,825.20 15.20EnergyB139,058.66 14.01FinanceC

97,166.80 9.79Health careD81,071.56 8.17IndustrialsE83,781.65 8.44MaterialsF61,361.40 6.18StaplesG

107,715.39 10.85TechnologyH54,265.01 5.47TelecommunicationsI87,675.88 8.83UtilitiesJ

Total classified equity $992,567.30 100%Balanced mutual funds are allocated in the 'Other' category




Prepared for The Masonic Temple

ConservativeCurrent Income

WX XX250 • Construction • Portfolio Management Program Risk profile: Return Objective:


Executive summary


10/28/2014 ($)% of

portfolio

103,548.82 2.91CashA103,548.82 2.91Cash

3,457,362.09 97.09Fixed IncomeB2,461,920.01 69.14US

995,442.08 27.95Global0.00 0.00EquityC0.00 0.00CommoditiesD0.00 0.00Non-TraditionalE0.00 0.00OtherF



Expected cash flow



$ Thousands

Portfolio does not contain applicable holdings - exhibitintentionally left blank.

Equity sector analysis




Important information about this reportDisclosures applicable to accounts at UBS Financial Services Inc.

This section contains important disclosures regarding theinformation and valuations presented here. This reportpresents information since December 31, 2002. Thisreport does not include complete account activity orperformance of your accounts before this date. Allinformation presented is subject to change at any timeand is provided only as of the date indicated. Theinformation in this report is for informational purposesonly and should not be relied upon as the basis of aninvestment or liquidation decision. UBS FS accountsstatements and official tax documents are the onlyofficial record of your accounts and are not replaced,amended or superseded by any of the informationpresented in these reports.

UBS FS offers a number of investment advisory programsto clients, acting in our capacity as an investmentadviser, including fee-based financial planning,discretionary account management, non-discretionaryinvestment advisory programs, and advice on theselection of investment managers and mutual fundsoffered through our investment advisory programs.When we act as your investment adviser, we will have awritten agreement with you expressly acknowledgingour investment advisory relationship with you anddescribing our obligations to you. At the beginning ofour advisory relationship, we will give you our Form ADVbrochure(s) for the program(s) you selected that providesdetailed information about, among other things, theadvisory services we provide, our fees, our personnel,our other business activities and financial industryaffiliations and conflicts between our interests and yourinterests.

Please review the report content carefully and contactyour Financial Advisor with any questions.

The account listing may or may not include all of youraccounts with UBS FS. The accounts included in thisreport are listed under the "Accounts included in thisreview" shown on the first page or listed at the top ofeach page.

Portfolio: For purposes of this report "portfolio" isdefined as all of the accounts presented on the coverpage or the header of this report and does notnecessarily include all of the client's accounts held atUBS FS or elsewhere.

Percentage: Portfolio (in the "% Portfolio" column)includes all holdings held in the account(s) selectedwhen this report was generated.Broad asset class (in the"% broad asset class" column) includes all holdings heldin that broad asset class in the account(s) selected whenthis report was generated.

Pricing: All securities are priced using the closing pricereported on the last business day preceding the date ofthis report. Every reasonable attempt has been made toaccurately price securities; however, we make nowarranty with respect to any security's price. Please refer

to the back of the first page of your UBS FS. accountsstatement for important information regarding thepricing used for certain types of securities, the sources ofpricing data and other qualifications concerning thepricing of securities. To determine the value of securitiesin your account, we generally rely on third partyquotation services. If a price is unavailable or believed tobe unreliable, we may determine the price in good faithand may use other sources such as the last recordedtransaction. When securities are held at anothercustodian or if you hold illiquid or restricted securities forwhich there is no published price, we will generally relyon the value provided by the custodian or issuer of thatsecurity.

Cash: Cash on deposit at UBS Bank USA is protected bythe Federal Deposit Insurance Corporation (FDIC) up to$250,000 in principal and accrued interest per depositorfor each ownership type. Deposits made in anindividual's own name, joint name, or individualretirement account are each held in a separate type ofownership. Such deposits are not guaranteed by UBS FS.More information is available upon request.

Mutual Fund Asset Allocation: If the option tounbundle balanced mutual funds is selected and if afund's holdings data is available, mutual funds will beclassified by the asset class, subclass, and stylebreakdown of their underlying holdings. Where amutual fund or ETF contains equity holdings frommultiple equity sectors, this report will proportionatelyallocate the underlying holdings of the fund to thosesectors measured as a percentage of the total fund'sasset value as of the date shown.

This information is supplied by Morningstar, Inc. on amonthly basis to UBS FS based on data supplied by thefund which may not be current. Mutual funds changetheir portfolio holdings on a regular (often daily) basis.Accordingly, any analysis that includes mutual funds maynot accurately reflect the current composition of thesefunds. If a fund's underlying holding data is notavailable, it will be classified based on its correspondingoverall Morningstar classification. All data is as of thedate indicated in the report.

Equity Style: The Growth, Value and Core labels aredetermined by Standard and Poor's using a price-to-book ratio methodology. The Growth, Value and Corelabels are based on how a company's price-to-book ratiocompares to the median price-to-book ratio for itsindustry based on the company's assigned IndustrySector. If the company's ratio is greater than or equal tothe industry median, it is classified as a growth stock. Ifthe company's ratio is less than the industry median, it isclassified as a value stock. If a security includes bothgrowth and value attributes, it is classified as a corestock. If price-to-book is not available or the industry'smedian is not available, this item will be Unclassified.

Equity Capitalization: Market Capitalization is defined

as the number of shares outstanding times the marketvalue. Equity securities are classified as Large Cap if theyhave a capitalization of 8 billion or above. Securities withcapitalization between 1.8 and 7.9 billion are classifiedas Mid Cap. Securities with capitalization below 1.79billion are classified as Small Cap. Unclassified securitiesare those for which no capitalization is available orapplicable.

Equity Sectors: The Equity sector analysis may include avariety of accounts, each with different investment andrisk parameters. As a result, the overweighting orunderweighting in a particular sector or asset classshould not be viewed as an isolated factor in makinginvestment/liquidation decisions; but should be assessedon an account by account basis to determine the overallimpact on the account's portfolio.

Classified Equity: Classified equities are defined asthose equities for which the firm can confirm the specificindustry and sector of the underlying equity instrument.

Estimated Annual Income: The Estimated AnnualIncome is the annualized year to date per sharedividends paid and multiplied by the quantity of sharesheld in the selected account(s).

Current Yield: Current yield is defined as the estimatedannual income divided by the total market value.

Bond Rating: These ratings are obtained fromindependent industry sources and are not verified byUBS FS. Securities without rating information are leftblank. Rating agencies may discontinue ratings on highyield securities.

NR: When NR is displayed under bond rating column, noratings currently available from that rating agency.

High Yield: This report may designate a security as ahigh yield fixed income security even though one ormore rating agencies rate the security as an investmentgrade security. Further, this report may incorporate arating that is no longer current with the rating agency.For more information about the rating for any high yieldfixed income security, or to consider whether to hold orsell a high yield fixed income security, please contactyour financial advisor or representative and do not makeany investment decision based on this report.

Credit/Event Risk: Investments are subject to event riskand changes in credit quality of the issuer. Issuers canexperience economic situations that may have adverseeffects on the market value of their securities.

Reinvestment Risk: Since most corporate issues payinterest semiannually, the coupon payments over the lifeof the bond can have a major impact on the bond's totalreturn.

Yields: Yield to Maturity and Yield to Worst are

calculated to the worst call.

Accrued Interest: Interest that has accumulatedbetween the most recent payment and the report datemay be reflected in market values for interest bearingsecurities.

Tax Status: "Taxable" includes all securities held in ataxable account that are subject to federal and/or stateor local taxation. "Tax-exempt" includes all securitiesheld in a taxable account that are exempt from federal,state and local taxation. "Tax-deferred" includes allsecurities held in a tax-deferred account, regardless ofthe status of the security.

Cash Flow: This Cash Flow analysis is based on thehistorical dividend, coupon and interest payments youhave received as of the Record Date in connection withthe securities listed and assumes that you will continueto hold the securities for the periods for which cashflows are projected. The attached may or may notinclude principal paybacks for the securities listed. Thesepotential cash flows are subject to change due to avariety of reasons, including but not limited to,contractual provisions, changes in corporate policies,changes in the value of the underlying securities andinterest rate fluctuations. The effect of a call on anysecurity(s) and the consequential impact on its potentialcash flow(s) is not reflected in this report. Payments thatoccur in the same month in which the report isgenerated -- but prior to the report run ("As of") date --are not reflected in this report. In determining thepotential cash flows, UBS FS relies on informationobtained from third party services it believes to bereliable. UBS FS does not independently verify orguarantee the accuracy or validity of any informationprovided by third parties. Although UBS FS generallyupdates this information as it is received, the Firm doesnot provide any assurances that the information listed isaccurate as of the Record Date. Cash flows formortgage-backed, asset-backed, factored, and otherpass-through securities are based on the assumptionsthat the current face amount, principal pay-down,interest payment and payment frequency remainconstant. Calculations may include principal payments,are intended to be an estimate of future projectedinterest cash flows and do not in any way guaranteeaccuracy.

Expected Cash Flow reporting for Puerto RicoIncome Tax Purposes: Expected Cash Flow reportingmay be prepared solely for Puerto Rico income taxpurposes only. If you have received expected cash flowreporting for Puerto Rico income tax purposes only andare NOT subject to Puerto Rico income taxes, you havereceived this reporting in error and you should contactyour Financial Advisor immediately. Both the Firm andyour Financial Advisor will rely solely upon yourrepresentations and will not make the determination ofwhether you are subject to Puerto Rico income taxes. Ifyou have received this reporting and you are NOT


Disclosures applicable to accounts at UBS Financial Services Inc. (continued)

subject to Puerto Rico income taxes, the informationprovided in this reporting is inaccurate and should notbe relied upon by you or your advisers. Neither UBS FSnor its employees provide tax or legal advice. You shouldconsult with your tax and/or legal advisors regardingyour personal circumstances.

Variable Annuity Asset Allocation: If the option tounbundle a variable annuity is selected and if a variableannuity's holdings data is available, variable annuitieswill be classified by the asset class, subclass, and stylebreakdown for their underlying holdings. Where avariable annuity contains equity holdings from multipleequity sectors, this report will proportionately allocatethe underlying holdings of the variable annuity to thosesectors measured as a percentage of the total variableannuity's asset value as of the date shown.

This information is supplied by Morningstar, Inc. on aweekly basis to UBS FS based on data supplied by thevariable annuity which may not be current. Portfolioholdings of variable annuities change on a regular (oftendaily) basis. Accordingly, any analysis that includesvariable annuities may not accurately reflect the currentcomposition of these variable annuities. If a variableannuity's underlying holding data is not available, it willremain classified as an annuity. All data is as of the dateindicated in the report.

Account changes: At UBS, we are committed tohelping you work toward your financial goals. So thatwe may continue providing you with financial advicethat is consistent with your investment objectives, pleaseconsider the following two questions:1) Have there been any changes to your financialsituation or investment objectives?2) Would you like to implement or modify anyrestrictions regarding the management of your account?If the answer to either question is "yes," it is importantthat you contact your Financial Advisor as soon aspossible to discuss these changes. For MAC advisoryaccounts, please contact your investment managerdirectly if you would like to impose or change anyinvestment restrictions on your account.

ADV disclosure: A complimentary copy of our currentForm ADV Disclosure Brochure that describes theadvisory program and related fees is available throughyour Financial Advisor.Please contact your FinancialAdvisor if you have any questions.

Important information for former Piper Jaffray andMcDonald Investments clients: As an accommodationto former Piper Jaffray and McDonald Investmentsclients, these reports include performance history fortheir Piper Jaffray accounts prior to August 12, 2006 andMcDonald Investments accounts prior to February 9,2007, the date the respective accounts were convertedto UBS FS. UBS FS has not independently verified thisinformation nor do we make any representations orwarranties as to the accuracy or completeness of that

information and will not be liable to you if any suchinformation is unavailable, delayed or inaccurate.

For insurance, annuities, and 529 Plans, UBS FS relies oninformation obtained from third party services it believesto be reliable. UBS FS does not independently verify orguarantee the accuracy or validity of any informationprovided by third parties. Information for insurance,annuities, and 529 Plans that has been provided by athird party service may not reflect the quantity andmarket value as of the previous business day. Whenavailable, an "as of" date is included in the description.

Investors outside the U.S. are subject to securities andtax regulations within their applicable jurisdiction thatare not addressed in this report. Nothing in this reportshall be construed to be a solicitation to buy or offer tosell any security, product or service to any non-U.S.investor, nor shall any such security, product or servicebe solicited, offered or sold in any jurisdiction wheresuch activity would be contrary to the securities laws orother local laws and regulations or would subject UBS toany registration requirement within such jurisdiction.

UBS FS All Rights Reserved. Member SIPC.
