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Terms and Conditions for Investment Business September 2007

Strictly Private and Confidential TERMS AND CONDITIONS FOR INVESTMENT BUSINESS

1. Application and Scope of these Terms and Conditions

1.1 The Terms, together with any Sched-

ule(s), and accompanying documents, as amended from time to time, set out the basis on which UBS Investment Bank will deal with and/or provide ser-vices to you. Subject to clause 1.2 be-low, to the extent that these Terms are inconsistent with any previous agree-ment between you and us, these Terms shall prevail over and supersede any previous agreement between you and us on the same subject matter and gov-ern each Transaction entered into or outstanding between us on or after the execution of these Terms. Notification of these Terms to you shall be effective on behalf of each of the companies forming part of UBS Investment Bank from the date that you receive these Terms or, (where you are a new client), the date on which we commenced business with you, whichever is the ear-lier or, such other date as we may sepa-rately notify to you.

1.2 Where we provide certain services to, or

engage in certain activities with you, particularly, but without limitation, those relating to corporate finance ser-vices, custody services or exchange traded or over the counter derivative in-struments (e.g. options, futures and contracts for differences), we may re-quire you to enter into a separate writ-ten agreement. Prior to you entering into any such agreement, these Terms will apply. In the event that you do en-ter or have entered into such separate written agreement, the terms of such separate agreement will, to the extent that they are inconsistent with these Terms, prevail but shall be supple-mented by these Terms (to the extent that the Terms do not conflict with such separate written agreement) and by any separate notice, disclaimer, disclosure or other special terms and conditions which we may send to you from time to time. However, where the terms of any such separate written agreement con-flict with any of the provisions of clause 20 of these Terms (Confidentiality, Re-

cording of Telephone Calls and Data Use), the provisions of such clause 20 shall pre-vail).

1.3 We may provide certain services to, or

engage in certain activities with you by means of our extranet site(s) or by other electronic links or systems. Where this is the case, the provision of such services or activities will be subject to the terms of any agreement(s) and disclaimers set out on such extranet site(s), electronic links or systems or otherwise notified to you and otherwise shall be subject to these Terms. Such agreements and disclaimers will be supplemented by these Terms (to the ex-tent that these Terms do not conflict with such agreements or disclaimers).

1.4 UBS Limited, UBS AG London Branch and

UBS Clearing and Execution Services Lim-ited are each regulated in the conduct of investment business in the UK by the FSA. Dealings with our overseas branches and any other UBS Group Companies may be subject to separate regulations and terms of business.

1.5 These Terms may only be terminated in

accordance with the provisions of clause 24 of these Terms (Termination).

2. Categorisation Based on the information available to us,

we will categorise you as a Professional Client except in the event that you are acting as a market maker, liquidity pro-vider or where you are a dealer for your own account in a commodity or com-modity derivative in which case we shall treat you as an Eligible Counterparty in respect of those activities. You will bene-fit from the regulatory protections associ-ated with your categorisation. You are entitled to request a different categorisa-tion (i.e. as a Retail Client or Eligible Counterparty, or as a Professional or Re-tail Client where you are acting as a mar-ket maker, liquidity provider or where you are a dealer for your own account in a commodity or commodity derivative). However, you should be aware that we do not provide services or activities di-rectly to Retail Clients. Should you re-quest Eligible Counterparty status and we

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agree to this, you would lose certain regulatory protections including those relating to (a) Best Execution and the handling of your orders; and (b) the provision of reports, confirmations and statements to you, the appropriate dis-closure by us of any inducements, and the provision of certain information by us before providing services to you. You agree and acknowledge that you are responsible for keeping us informed about any change that could affect your categorisation.

3. Our Services 3.1 The investment, banking and other ser-

vices and activities that UBS Investment Bank may provide to you or engage in with you include, but are not limited to, trading activities, financing and corpo-rate finance services and the arrange-ment of deals in all kinds of Securities, including executing transactions in units in unregulated collective investment schemes. Unless we expressly otherwise agree with you, we shall not be respon-sible for managing or supervising the management of any of your invest-ments. Except in circumstances where we expressly agree otherwise, we shall not provide you with any Personal Recommendations . Conse-quently, trade ideas, research, other communications, market i n fo rma-t ion , adv i ce o r recommendations that you may receive from us from time to time are not, unless it is clearly stated to the contrary, presented as being suitable to your specific circumstances and will not have been prepared or dis-tributed in consideration of your par-ticular circumstances.

3.2 As a Professional Client or Eligible

Counterparty, you are deemed to have the necessary knowledge and experi-ence to understand the risks involved in any services provided to, or activities or Transactions entered into with, you. All such services, activities and Transactions will, therefore, be deemed appropriate for you for the purposes of Applicable Rules. Nevertheless, please note that when we provide any services to you or engage in any activities or Transactions with you, we may seek such additional information or other confirmation as we think fit, and may, in our absolute discretion and without having to give you any reason for so doing, refuse to

provide particular services or activities. Further information on our products, ser-vices and risk warning notices is available at www.ubs.com/ibtermsandinformation.

3.3 Without prejudice to clause 3.1 above,

where we do provide trade ideas, re-search, other communications, market in-formation, advice or recommendations (whether or not qualifying as a Personal Recommendation), we give no represen-tation, warranty or guarantee as to their accuracy or completeness or as to any tax or other consequences. Further, you ac-knowledge that the information or advice provided to other clients may be different from information or advice given to you (for example, due to individual analysis of fundamental and technical factors by dif-ferent personnel) and that such informa-tion may be inconsistent with and/or con-trary to any proprietary investments of our directors, officers, employees, con-tractors, agents or any UBS Group Com-panies.

3.4 We may do whatever we consider neces-

sary or expedient for or incidental to the provision of our services and activities.

3.5 These Terms are subject to Applicable

Rules so that: (i) if there is any conflict be-tween these Terms and any Applicable Rules, the latter will prevail; (ii) nothing in these Terms shall exclude or restrict any obligation which we have to you under any Applicable Rules; (iii) we may take or omit to take any action we consider nec-essary to ensure compliance with any Ap-plicable Rules; (iv) all Applicable Rules and whatever we do or fail to do in order to comply with them will be binding on you; and (v) such actions that we take or fail to take for the purpose of compliance with any Applicable Rules shall not render us or any of our directors, officers, employ-ees, contractors, agents or any other UBS Group Companies liable. If a Market (or intermediate broker or agent, acting at the direction of, or as a result of action taken by, a Market) or regulatory body takes any action which affects a Transac-tion, then we may take any action which we, in our reasonable discretion, consider desirable in relation to such action or to mitigate any loss incurred as a result of such action. Any such action shall be binding on you. If a Market or regulatory body makes an enquiry in respect of any of your Transactions, you agree to co-operate with us and to promptly supply

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information requested in connection with the enquiry.

3.6 We may appoint and use any person as

our agent (whether as disclosed or un-disclosed agent) or service provider, on any terms we think appropriate, to as-sist us in the provision of our services and activities under these Terms.

3.7 Subject to Applicable Rules, we may

provide or arrange for the provision of any or all of our services and activities to you under these Terms, or carry out any action connected with such services or activities or with any of your Transac-tions or your accounts with us, includ-ing, without limitation, any administra-tive, execution or settlement function, from any UBS Group Company office or any UBS Group Company’s service pro-viders’ office, whether located in the UK or elsewhere.

3.8 You will ensure that you obtain and

comply with the terms of all authorisa-tions, consents, approvals and corpo-rate governance obligations of any governmental or other regulatory body or authority or as required by law or regulation in any jurisdiction which are necessary to enable you to use and ac-cept our services and activities and those of any UBS Group Company.

4. Dealing 4.1 You may communicate with us in writ-

ing (including fax), by email or other electronic means (including, where we have agreed, via our extranet site(s) or other electronic link or system), or orally. We shall not be obliged to acknowl-edge or accept any request to sell or purchase any particular investment. Subject to these Terms, we shall use all reasonable endeavours to carry out your request but shall be under no li-ability for any loss or expense you may incur by reason of any delay or any change in market conditions before the Transaction is effected or by any failure to execute such Transaction.

4.2 We may rely on any instructions, com-

mitments, notices, requests or other communications in any form (including electronic communication via our extra-net site(s) or other electronic link or sys-tem) which purport to have been made, and which we reasonably accept in

good faith as having been made, by you or on your behalf without further enquiry as to the genuineness, authority or iden-tity of the person giving or purporting to give such instruction. You will be bound by any contracts or obligations and be li-able to indemnify us in full for any loss or expenses entered into or incurred by us, whether or not on your behalf, in conse-quence of or in connection with such communication.

4.3 We will execute your orders and other

comparable client orders sequentially and promptly unless we consider that the characteristics of your order or prevailing market conditions make this impractica-ble, or that your interests require other-wise.

4.4 We may take or omit to take any action

(which you acknowledge to accept) with respect to entering into, amending or terminating any Transaction or other ar-rangement used or to be used by us in connection with hedging or otherwise mitigating our liability to you, or anybody else, at any time, including, without limi-tation, prior to the time of fixing the amount of any payment to be made un-der any Transaction with you, and you hereby accept that such conduct may have an effect which is not to your ad-vantage and/or to our advantage either in respect of any such fixing or otherwise.

4.5 Where we accept an order from you to

effect a single Transaction or series of Transactions executed for the purposes of acquiring or disposing of all or a part of a portfolio or a large basket of securities or otherwise execute an order as a series of transactions, we may, concurrently with or between each transaction or series of Transactions, undertake transactions in a proprietary capacity, or as a market maker or liquidity provider, or for or on behalf of other clients, with respect to the con-stituent securities or any related securities which could have a negative or positive impact on the price of the constituent se-curities.

5. Transactions 5.1 We may introduce you to any UBS Group

Companies (whether in the UK or over-seas) and their overseas branches for the purposes of effecting any Transactions and you hereby acknowledge that we may, from time to time, act as agent for

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any such UBS Group Company or over-seas branch. You may also pass orders directly to such UBS Group Companies and their overseas branches where we have previously agreed that you may do this in respect of specific types of busi-ness and/or Transactions. Where you pass an order directly to a UBS Group Company or its overseas branches which leads to a Transaction being ef-fected by UBS Investment Bank, these Terms and, where relevant, our Execu-tion Policy, will apply to the business which we carry on with you. Your rela-tionship with the UBS Group Company or its overseas branches may be subject to such other terms as may be provided by, or such other agreements as you may enter into with, the UBS Group Company or its overseas branches. Such UBS Group Companies and overseas branches are authorised to the extent required by the relevant jurisdictions but may not be authorised under the UK’s Financial Services and Markets Act 2000 (as amended or replaced from time to time).

5.2 Prior to UBS Investment Bank either

receiving an order to execute or actually executing such order, UBS Investment Bank will be active or continue to be ac-tive in the markets, pursuing pre-existing or new trading strategies and fulfilling its market-making obligations. Unless explicitly agreed with you in a particular case, and subject to Applica-ble Rules, UBS Investment Bank may also, from time to time, use information about your order to endeavour to source offsetting hedges or other miti-gating measures for your Transaction from other clients or market partici-pants prior to, throughout and follow-ing the process of transacting, in order to provide you with the execution you have requested.

5.3 We reserve the right at all times to re-

fuse to accept any instructions in our absolute discretion and without stating a reason for such refusal. We may re-quire you to limit the number of open positions which you may have with us at any time and we may in our sole dis-cretion close out any one or more Transactions in order to ensure that such position limits are maintained.

5.4 In our absolute discretion (unless we

accept specific instructions to the con-

trary on any particular Transaction or we are prevented by Applicable Rules from doing so), we may decide whether to ef-fect any Transaction with or for you as principal or as agent, or partly as principal and partly as agent (and without giving any reason therefor, in which case more than one contract note or advice note may be issued). In particular, we may carry out any Transaction with or for you directly or, in our absolute discretion, with or through a broker, intermediate broker, member of an exchange/clearing institution or other third party on such terms as we see fit (which terms shall be binding on you). You will reimburse us for any charges, commissions or fees of any such broker, intermediate broker, mem-ber or other third party. We will not be li-able to you for any act or omission of a broker, intermediate broker, member or other third party except for the gross neg-ligence, wilful default or fraud of any broker, intermediate broker, member or third party which is a UBS Group Com-pany.

5.5 We may enter into Transactions on your

behalf which may involve you incurring obligations as an underwriter or sub-underwriter, whether disclosed or not.

5.6 Subject to Applicable Rules:

(a) any limitation of liability clause, non-reliance clause, indemnity provision or exclusion clause con-tained in any agreement with you in favour of (i) any UBS Invest-ment Bank Entity and/or (ii) where we have introduced you to any UBS Group Company or any of their overseas branches pursu-ant to clause 5.1, such UBS Group Company or overseas branch, shall apply and be deemed to apply to, and shall be enforceable by, any other UBS In-vestment Bank Entity, whether in respect of any service or activity provided by that UBS Investment Bank Entity, UBS Group Com-pany or overseas branch or in re-spect of any research, advice or other information provided to you or contained in any agree-ment; and

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(b) notwithstanding any confiden-tiality undertakings in any agreement with you which are given by (i) any UBS Investment Bank Entity (“Undertaking Party”), and/or (ii) any UBS Group Company or overseas branch, such confidentiality undertakings will be read so as to allow information to be pro-vided (i) between the Under-taking Party, all other UBS In-vestment Bank Entities, UBS Group Companies and any of their overseas branches (as may be applicable); and (ii) as per-mitted under clause 20 below.

6. Control of orders prior to execution We have the right (but not the obliga-

tion), in our absolute discretion to set limits and/or parameters to control your ability to place orders. Such limits and/or parameters may be amended, increased, decreased, removed or added to by us in our absolute discre-tion at any time and may include (with-out limitation): (i) controls over maxi-mum order amounts and maximum or-der sizes; (ii) controls over our total ex-posure to you; (iii) controls over prices at which orders may be submitted (to include (without limitation) controls over orders which are at a price which differs greatly from the market price at the time the order is submitted to the order book); or (iv) any other limits, pa-rameters or controls which we may be required to implement in accordance with Applicable Rules.

7. Best Execution 7.1 This clause 7 applies where we execute

an order on your behalf or receive and transmit your order and we treat you as a Professional Client in respect of any such order.

7.2 Where we accept an order from you,

we shall execute such order promptly, but in accepting your orders, we do not represent or warrant that it will be pos-sible to execute such order or that exe-cution will be possible according to your instructions. We shall carry out an order on your behalf only when the relevant Market is open for dealings, and we shall deal with any instructions received outside Market hours as soon

as possible when that relevant Market is next open for business (in accordance with the rules of that Market). You hereby acknowledge that you agree that we (or any other UBS Group Company) may execute an order on your behalf out-side a Market. When you give us a spe-cific instruction, our Execution Policy will not apply to those aspects of your order that are covered by your specific instruc-tions. You confirm that you have read the Information on our Execution Pol-icy and agree to our Execution Policy. A copy of the Information on our Execution Policy is available at www.ubs.com/ibtermsandinformation. We will notify you of any material changes to our execution arrangements or to our Execution Policy by posting an updated version of the Information on our Execution Policy on our website. We will consider continued placement of or-ders by you to constitute your continued consent to our Execution Policy as in ef-fect from time to time.

7.3 In respect of any Non-MiFID Business

we may conduct with you, you agree (to the extent permitted by Applicable Rules), that neither we, any UBS Group Com-pany nor any brokers or dealers that we may appoint, whether acting as principal or agent, shall owe you any duty of Best Execution where you give us an order to execute on your behalf in respect of an instrument which is a regulated invest-ment but which falls outside the scope of MiFID.

8. Aggregation of Orders

We may, in our absolute discretion and

without notice to you, combine your Transactions and orders with our own or-ders, those of UBS Group Companies and those of other clients. This procedure may operate on some occasions to your disad-vantage and on others to your advantage. We are not obliged to inform you if we are combining your Transactions and or-ders.

9. Systematic Internalisation

We may act, and execute your instruc-

tions, as a Systematic Internaliser. You agree and acknowledge that we may limit both the number of transactions that we undertake to enter with you at any pub-lished quote and the total number of transactions with different clients at the

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same time that we undertake to enter at such published quote.

10. Limit Orders

Unless you expressly instruct us other-

wise at the time, we shall not immedi-ately make public any limit order in re-spect of shares admitted to trading on an EEA Market which we believe is not immediately executable under prevail-ing market conditions.

11. Trade Reporting

Under Applicable Rules, we may be

obliged to make information about cer-tain Transactions public. You agree and acknowledge that any and all pro-prietary rights in such Transaction in-formation are owned by us and you waive any duty of confidentiality attach-ing to the information which we rea-sonably disclose. We may receive fees, commissions or other benefits from third parties (including trade data moni-tors) to whom we provide, and upon whom we rely to make public, such in-formation. Further details in respect of such arrangements are available on re-quest. You agree and acknowledge that fees or commissions owed by you to us shall not be abated or reduced by reason of any fees, commissions or other benefits received by us from such third parties.

12. Settlement, Payment and Interest 12.1 You will promptly deliver any instruc-

tions, money, Securities and documents deliverable by you under a Transaction in accordance with that Transaction for the purpose of enabling us to perform our obligations under the relevant matching Transaction on a Market or with an intermediate broker. We may in our absolute discretion instruct you to modify your delivery of such instruc-tions, money, Securities and docu-ments, including in respect of the party to whom delivery shall be made and the time and place of delivery. We are not obliged to settle Transactions or ac-count to you unless and until we (or our settlement agents) have received all necessary documents, money or Securi-ties. Where we undertake Transactions for you, delivery or payment is entirely at your risk.

12.2 You shall pay for any Securities purchased for you on or before the settlement date. If, by the time due for settlement of a Transaction (as determined by us), there is insufficient cash in your account to en-able us to meet the settlement obliga-tions, we shall not be obliged to settle the Transaction. Where there is insufficient cash in your account and we do proceed to settlement, we may accept delivery of the Securities, charge your account for the payment to satisfy your obligation, sell the Securities at any price we believe to be reasonable, and credit your account with the net proceeds thereof (after de-duction of commission and other costs).

12.3 You shall make Securities sold by you

available for settlement on or before the settlement date. If, by the time due for settlement of a Transaction (as deter-mined by us), there are insufficient Securi-ties held for your account, we shall not be obliged to settle the Transaction. Where there are insufficient Securities in your ac-count and we do proceed to settlement, we may buy the Securities required for delivery at any price we believe in our ab-solute discretion to be reasonable, charge your account for the cost thereof, deliver the Securities to satisfy the delivery obli-gation, and credit your account with the net proceeds thereof (after deduction of commission and other costs).

12.4 Our obligations to deliver Securities to

you or to your order or to account to you for the proceeds of the disposal of Securi-ties are conditional on prior receipt by us of appropriate documents, property or money from the other party to the Trans-action. In the case of Securities which have already been committed to a bidder, settlement may be delayed if the Transac-tion can only be completed with securities issued by the bidder.

12.5 If in any Transaction, we deliver Securities

or pay money on your behalf, but your obligations in respect of that Transaction are not performed simultaneously with or prior to our own delivery or payment, then we shall not be obliged to credit your account with any Securities or money received by us from any third party until your own obligations to us are fully performed. In such instance, any such Securities or money received by us shall be our property and not yours.

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12.6 We shall owe no payment or delivery obligation and shall not be deemed to hold any property belonging to you as a result of settlement of a Transaction un-til we have received, with finality, the cash or Securities to which you are enti-tled. Where we undertake Transactions for you, delivery or payment is entirely at your risk.

12.7 If investments or funds are not deliv-

ered to us as and when due under and in accordance with any Transaction, you will (i) fully indemnify us from and against all liabilities, obligations, losses, damages, fines, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including costs of en-forcement) which may be suffered by, imposed on, incurred by or asserted against us (or any other UBS Group Company) as a direct or indirect result of such failure without any deduction, counterclaim or set-off. We may pur-chase investments to cover any liability of yours to deliver investments to us and you will reimburse us for any loss we suffer in this way.

12.8 In addition, if you fail to pay any sum to

us on the date on which it is due and payable, you will on demand pay to us, in addition to such sum, interest on such sum from the date of such failure up to the date of actual payment either (i) at the cost of funding, or (ii) if the rate in (i) above cannot be ascertained for any reason or is insufficient to com-pensate us for our loss, at the rate per annum conclusively determined by us to be equal to the loss of interest suffered by us or, as applicable, the cost to us at prevailing market rates of funding the amount of such default from such sources and for such periods as we may at our discretion and from time to time decide.

12.9 Unless alternative arrangements are

made, we shall require that, and you hereby agree to, pay all amounts of every kind which are payable by you to us and vice versa will be settled as specified on the relevant contract note or advice note without any deduction, counterclaim or set-off.

12.10 Unless otherwise agreed, we will not

pay you interest on any money (includ-ing Client Money) held for you.

12.11 All currency exchange risk in respect of any Transaction shall be borne by you.

12.12 We shall promptly send you confirmations

for any Transactions that we have exe-cuted on your behalf on any particular trading day, by electronic mail to the email address on record for you. It is your responsibility to inform us of any change to your email address, the non-receipt of a confirmation, or whether any confirma-tions are incorrect forthwith and before settlement. We shall not be liable for any loss or damage arising from your failure to do so. Confirmations shall, in the ab-sence of manifest error, be conclusive and binding on you unless promptly following receipt, we receive notice from you in writing of any objection or we notify you of an error in the confirmation within the same period.

12.13 Where you instruct us to effect settlement

by accepting the transfer of equity securi-ties to our nominated CREST account on your behalf, you accept that payment ob-ligations upon settlement will be dealt with through a settlement bank and that the creation of a settlement bank pay-ment obligation will, to the extent of such obligations, discharge payment due from us.

12.14 In some securities markets, delivery of

Securities and payment may not be made simultaneously. In such markets, we may make payment or delivery of Securities at such time and in such manner as is in ac-cordance with relevant local law and practice or with the customs prevailing in the relevant Market. You shall bear the risk that the counterparty to the Transac-tion may not pay or perform on time or at all.

12.15 Where we are aware of a fail, we will use

reasonable endeavours to notify you if settlement of a Transaction fails to take place on the contractual settlement date, whether because of a default by a coun-terparty to that Transaction or otherwise.

12.16 Settlements in respect of executed Trans-

actions may, in our discretion, be netted to the lowest number of movements for each type of equity securities reasonably possible, subject to Applicable Rules.

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13. Our Charges 13.1 You shall pay our charges as notified to

you in writing from time to time. In consideration of the services and activi-ties that we perform under these Terms or otherwise, we may charge you a mark-up or a mark-down on Transac-tions effected with you as principal, or a commission on Transactions effected for you as agent, or both. These and any other charges will be as determined by us and notified to you from time to time. In addition, you shall bear and be responsible for the payment of any ap-plicable tax, duty, levy, fee and all other liabilities, charges, costs and expenses payable or incurred by us in connection with Transactions effected with or for you. Any charges due to us (or agents used by us) may be deducted from any money held by us on your behalf or, at our discretion, shall be paid by you as stated in the relevant contract note or advice note or at settlement. Please note that when dealing for longer dated settlement on any Market, there may be additional charges which will be advised to you from time to time. De-tails of the amount of all such charges are available on request.

13.2 In connection with any business we

may do with you, we may provide to or receive remuneration, fees or other benefits from, or share fees, charges or other benefits with, a third party (in-cluding, but not limited to, any UBS Group Company, exchange, broker or intermediary) on any basis we agree with such person. We will give you de-tails of any such arrangements or of any amount received from or shared with such a person at your request. Neither we nor any other UBS Group Company will be liable to account to you for any such remuneration, fees or other bene-fits.

13.3 Without prejudice to and in addition to

any pre-existing general lien, right to set-off or other similar rights which we may be entitled to exercise (whether by law or otherwise) over any of your in-vestments, monies or other property, your investments, monies or other property shall be subject to a general lien in our favour, insofar as there re-mains any outstanding amounts due from you to us in respect of any action or Transaction without deduction,

counterclaim or set-off (including, with-out limitation, any interest payments due to us) required or permitted under these Terms or otherwise (but in relation to Cli-ent Money and safe custody investments, only so far as consistent with the Appli-cable Rules). If you default in paying any amount by the due date (including with-out limitation, any interest payments due on any outstanding amount), we shall be entitled on such date to pay to the credit of, or as the case may be, debit to any holdings, book entries, account or ac-counts of yours with us or any other UBS Group Company the amount in question in the appropriate currency or, at our op-tion, the equivalent thereof (at current market rates as determined by us at our sole discretion) in any other currency or currencies in which any balance on such account or accounts may then be de-nominated. We may also deduct from such amounts, or withhold all forms of tax (whether of the UK or elsewhere in the world whenever imposed) from, any payment if obliged to do so under any Applicable Rules. In accounting for tax or making deductions or withholdings of tax, we may estimate the amounts concerned. Any excess of such estimated amounts over the final confirmed liability shall be credited or sent to you as quickly as prac-ticable. Any deficiency of such estimated amounts under the final confirmed liabil-ity may be deducted from or may be re-tained from any amounts which we owe to you or are holding for you. In addition, we shall have the right in our absolute discretion at any time without notice to set-off and/or combine and/or consolidate all or any of your accounts maintained with us or any other UBS Group Com-pany in such manner as we may deter-mine (but, in both cases, in relation to Client Money and safe custody invest-ments, only so far as consistent with Ap-plicable Rules).

14. Custody Services Where we provide custody services to you,

we shall require you to enter into a sepa-rate written agreement. Prior to you en-tering into such agreement, these Terms will apply. In the event that you do enter into such separate written agreement, the terms of such separate agreement will prevail but shall be supplemented by these Terms (to the extent that they do not conflict with such separate written agreement) and by any separate notice,

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disclaimer, disclosure or other special terms and conditions which we may send to you from time to time.

15. Custody of Your Money 15.1 Unless specifically agreed between us,

where you are dealing with UBS Limited, UBS AG London Branch or any other UBS Group Company in the UK which is an approved bank as defined in the FSA Rules, any money held on your behalf in an account with us will not be treated as Client Money within the meaning of the FSA Rules unless we expressly agree with you to the contrary. We are therefore not required to segre-gate such money, as that money will be held by us as banker and not as trustee.

15.2 Where you are dealing with any other

subsidiary of UBS AG which is regulated in the UK by the FSA but is not an ap-proved bank, or as specifically agreed between us, your money will be held as Client Money in accordance with the FSA Rules, and you acknowledge that:

(a) Client Money held by us on

your behalf may be passed by us to a third party (e.g. a Mar-ket, intermediate broker, over the counter counterparty or clearing house) to hold or con-trol in order to effect a Trans-action through or with that person or to satisfy your obliga-tion to provide collateral (e.g. initial margin requirement) in respect of a Transaction. We have no responsibility for any acts or omissions of any third party to whom we pass money received from you.

(b) Where Client Money held by us

on your behalf is held with a party outside the EEA, the ap-plicable legal and regulatory regime may be different from that of the UK or other EEA states. In the event of the in-solvency or any other analo-gous proceedings in relation to that third party, your money may be treated differently from the treatment which would apply if the money was held with a bank in an account in the UK. We will not be liable for the insolvency, acts or

omissions of any third party re-ferred to in this sub-clause.

(c) We may hold your money with

UBS Limited, UBS AG London Branch or any other UBS Group Company in the UK which is an approved bank as defined in the FSA Rules.

(d) We shall not pay you interest, nor

account to you for any profits earned, on Client Money.

(e) We may deposit your money with

a depository who may have a se-curity interest, lien or right of set-off in relation to that money.

(f) We may place money received

from you in a qualifying money market fund, as defined in the Client Money Rules. As a result, any money will not be held in ac-cordance with the Client Money Rules and the units in the rele-vant fund will be held in accor-dance with the FSA Rules relating to custody. If you do not wish your money to be placed in a qualifying money market fund, please contact your regular UBS contact person.

(g) If from time to time there has

been no movement on an ac-count (notwithstanding payments of interest or similar amounts) for six years, we shall be entitled to release such amounts for our own benefit and close the rele-vant account provided that we shall have taken reasonable steps to notify you and return the bal-ance. We agree to make good any valid claim made by you in respect of any balance so re-leased save in respect of any bal-ance below GBP20 and which was not held by us in accordance with the Client Money Rules.

16. Custody of Your Investments We will not be obliged to provide or ar-

range for, or be responsible for providing or arranging for, any custody services in respect of your investments, including, without limitation, any safekeeping ser-vices, settlement services, collecting in-come payments arising on investments or

9

exercising or arranging for the exercise of rights attaching to investments, unless we have entered into, and then in accordance with the provisions of, a separate written custody agreement with you.

17. Trades 17.1 You acknowledge that any prices dis-

played by us will be indicative only unless otherwise expressly agreed in writing and may not reflect prices in our internal books and records. In certain market conditions, the market price may have moved substantially between the sending of instructions and the ac-tual execution of a Transaction. Such movement may be in your favour or against you.

17.2 We may establish cut-off times for in-

structions which may be earlier than the times established by the particular Mar-ket, exchange and/or any clearing house involved in any Transaction, and you shall have no claims against us aris-ing out of the fact that an order was not placed by you ahead of our cut-off time.

17.3 Where an instruction is given to us in

respect of any equity security for which a corporate action is imminent, we may decline to accept your instructions. We will not accept instructions to deal in any rights arising from corporate ac-tions such as options, warrants, rights arising from holdings, or other matters.

17.4 You acknowledge that certain securities

may be illiquid and that the market price of any particular instrument may be difficult or impossible to ascertain.

18. Research 18.1 We may from time to time send pub-

lished research reports and recommen-dations and other publications to you. We may also provide you with trading recommendations, market commentary or other information. Where we provide you with such reports, publications and information:

(a) this is incidental to your dealing

relationship with us. It is pro-vided solely for information purposes and to enable you to make your own investment de-

cisions and does not amount to advice or a Personal Recommen-dation and is not otherwise to be relied upon by you;

(b) if the document contains a re-

striction on the person or cate-gory of person for whom that document is intended or to whom it may be distributed, you agree that you will not pass it on to any such person or category of persons;

(c) the document should not be con-

strued as a solicitation or an offer to buy or sell any Securities or re-lated financial instruments in any jurisdiction and does not con -s t i t u t e a P e r s o n a l Recom-mendation;

(d) whilst we or any other UBS

Group Company will have taken reasonable care in the prepara-tion of research, reports, publica-tions and information, we give no representation, warranty or guarantee, express or implied, as to the accuracy, completeness or reliability of such information (ex-cept with respect to information concerning UBS Group) or as to the legal, regulatory or tax con-sequences of any Transaction. We are under no obligation to update or keep current the in-formation contained in such document;

(e) any published research reports or

recommendations may appear in one or more screen information service;

(f) any opinions expressed in any

such document are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups within any UBS Group Companies as a result of using different assumptions and crite-ria; and

(g) the analysis contained in such

document is based on numerous assumptions and different as-sumptions could result in materi-ally different results.

10

19. Exclusion of Liability and Indemnity 19.1 Neither we, any other UBS Group

Company nor any of our or their re-spective directors, officers, employees, contractors or agents shall be liable for any loss suffered by you under or in connection with these Terms or any services provided or activities or Trans-actions carried out or undertaken or not provided, carried out or undertaken under or in connection with these Terms, unless such loss is determined by a final judgment of a court of com-petent jurisdiction to have resulted from our or their respective gross negligence, wilful default or fraud. Without limita-tion, we do not accept liability for any adverse tax implications of any Transac-tions, nor do we accept any liability by reason of any delay or change in mar-ket conditions before any particular Transaction is effected.

19.2 Without prejudice to clause 19.1 above,

in asking us to enter into any Transac-tion with you or on your behalf, you do so in reliance on your own knowledge and judgement. In addition, we shall not owe you any duty (save only to the extent required by Applicable Rules) to exercise judgement on your behalf as to the merits, suitability or appropriateness of the Transaction. Neither we (unless we have expressly accepted an advisory role) nor any such person who gives any advice shall have any responsibility or liability whatsoever, whether in neg-ligence or otherwise (other than fraud), in respect of any advice given, opinion expressed or representation made.

19.3 Neither the relationship between us,

the services we provide or the activities we engage in, nor any other matter (in-cluding, without limitation, dealing with other UBS Group Companies or generally effecting Transactions or act-ing as referred to in these Terms) will give rise to any fiduciary or equitable duties on our part or on the part of any other UBS Group Company.

19.4 If, notwithstanding clause 17.3, we

accept your specific instructions, or we reasonably believe that we have suffi-cient authority from you, and (where applicable) you have provided us with all relevant funds or investments in suf-ficient time, we shall take such action regarding takeover(s) or other offers or

capital reorganisations and/or shall exer-cise any rights to subscribe for securities, conversion rights and voting rights or other rights which are conferred by any investments held by us or to our order for your account, in such manner and on such terms as we may agree, but other-wise subject to clause 17.3, we shall take no action on your behalf nor shall we ex-ercise any rights and/or privileges attach-ing to such investments. In such circum-stances we may, nonetheless, at our ab-solute discretion, dispose or arrange for the disposal of any such rights capable of sale on your behalf in such manner as we think fit. We shall have no responsibility of any kind whether in negligence or oth-erwise by reason or in consequence of our so acting or omitting to act in the cir-cumstances described in the foregoing provisions of this clause.

19.5 You will indemnify us and each other UBS

Group Company and our and their re-spective directors, officers, employees, contractors and agents and hold each of us and them harmless from and against any claim, cost, loss, liability, fine, penalty or expense whatsoever and howsoever incurred (including, without limitation, any legal fees, costs or expenses) which may be suffered or incurred by us or them directly or indirectly arising out of or in connection with or as a result of any service or activity performed or not per-formed or action taken or not taken un-der these Terms and any claims of third parties provided that you will not be re-sponsible for any claims, costs, losses, li-abilities or expenses which are finally de-termined by a court of competent juris-diction to have resulted from our or their respective gross negligence, wilful default or fraud. In the event that any legal ac-tion or proceeding is instituted or threat-ened by or against us or any other UBS Group Company, or our or their respec-tive directors, officers, employees, con-tractors or agents in respect of any action taken or omission made by us, it or them pursuant to, or as contemplated by, these Terms, you will give us such assistance as we may reasonably require at your own expense.

19.6 Nothing in these Terms will be taken to

exclude or restrict (i) any liability which by law we cannot exclude or restrict by agreement with you; (ii) any duty or obli-gation which we have to you under Ap-plicable Rules; or (iii) any liability which

11

we may incur under the UK Financial Services and Markets Act 2000 (as amended or replaced from time to time). Nor will anything in these Terms require you to indemnify or compensate us to any extent expressly prohibited by Applicable Rules or for fraud.

19.7 UBS AG has issued a guarantee in fa-

vour of each counterparty of UBS Lim-ited by which it guarantees to each such counterparty the full payment of each and every obligation and liability which UBS Limited may have to such counterparty, upon and subject to the terms of the guarantee. A copy of the provisions of this guarantee is set out in Schedule 1 to these Terms.

20. Confidentiality, Recording of Tele-

phone Calls and Data Use 20.1 Save as set out below, or as required by

the law or competent authority, neither you nor we will disclose to any person without our or your prior consent, as the case may be, any confidential in-formation obtained from or relating to the other party or any of its affiliates or relating to its or their affairs which has come into our or your possession, as the case may be, as a result of any deal-ings between us under these Terms or any other agreement we have with you. However, we (and the persons referred to in clause (e) below) may disclose con-fidential information:

(a) as required or requested or

permitted by Applicable Rules or pursuant to a request by any authority having jurisdiction over us or them in the UK or any other jurisdiction (including, but not limited to, any compe-tent statutory authority or competent judicial, govern-mental, supervisory or regula-tory authority, investment or stock exchange, law enforce-ment agency or by any court of competent jurisdiction or any person or body providing clear-ing and/or settlement services, whether such authority, agency, exchange, court, person or body has required or requested that disclosure be made to it or to any other person), or where disclosure is necessary in our or their opinion to defend our or

themselves in any actual or po-tential proceedings or investiga-tion in or by such a court, regula-tor or other authority;

(b) where you have defaulted in the

performance of any of your obli-gations under these Terms or un-der any other agreement we have with you or under any agreement into which we have entered on your behalf, where-upon we may disclose to any in-terested person your name, Ad-dress and such other information as we deem necessary or as that person reasonably requests;

(c) where a counterparty to a Trans-

action into which we are to enter on your behalf reasonably re-quests information about you to enable him to assess the credit risk you represent;

(d) where we believe it is necessary

or desirable in connection with the performance or exercise by us of our obligations and/or rights under these Terms or the terms of any other agreement we have with you;

(e) to other UBS Group Companies

and our or their service providers, auditors and professional advisers provided that such service pro-viders, auditors and professional advisers are made aware of the confidential nature of the infor-mation;

(f) to those officers, employees, con-

tractors or agents in the course of their duties, employment or engagement, in activities relating to the performance or exercise by us of our obligations or rights under or pursuant to these Terms or the terms of any other agree-ment we have with you;

(g) where the information has previ-

ously been or is subsequently publicly disclosed otherwise than as a result of a breach of this clause by us;

(h) where the information becomes

available to us or any other UBS Group Company from a source

12

not known by us to be subject to an obligation to you to keep such information confidential; or

(i) where you have consented to

such disclosure.

20.2 Neither we nor any other UBS Group Company is obliged to disclose to you or to take into consideration or utilise for your benefit any fact, matter or thing:

(a) if in our opinion or the opinion

of any other UBS Group Com-pany, disclosure of the infor-mation would or might be a breach of duty or confidence to any other person or render our or its employees liable to crimi-nal, civil, regulatory or adminis-trative proceedings; or

(b) which comes to the notice of

an officer, employee, contrac-tor, agent or advisor of us or of any other UBS Group Company and does not come to the ac-tual notice of the individual or individuals making the decision or taking or not taking the step in question.

20.3 Neither we nor any other UBS Group

Company will have any obligation to disclose to you, or any other client, the nature or extent of any interest we or any other UBS Group Company has in any investment, unless obliged to do so by any Applicable Rules.

20.4 You, and any person connected to or

representing you, accept that all or some communications (including tele-phone conversations) between us may be recorded by us. Such recordings will be our sole property, will, in the ab-sence of manifest error, be conclusive evidence of the communications re-corded and may be used as evidence in the event of a dispute.

20.5 We, other UBS Group Companies, and

our and their service providers, auditors and professional advisors may collect, use, store, disclose, transfer or other-wise process (“Process”) information relating to you, your affiliates or your or their shareholders, officers, employees, contractors, agents and other represen-

tatives (“your Connected Persons”) which is provided to us by you or your Connected Persons under these Terms or any other agreement we have with you or otherwise acquired by us (“Personal In-formation”) for the purposes of adminis-tering these Terms or any other agree-ment we have with you, client onboard-ing, anti-money laundering, credit check-ing, providing services to us and/or you, complying with our legal and regulatory obligations, marketing financial services and products from us or any other UBS Group Company to you or your affiliates and other purposes (the “Purposes”). We may retain such Personal Information, in accordance with our data retention policies, after our agreement with you under these Terms or any other agree-ment we have with you terminates.

For these Purposes only, we may transfer

or disclose ("Disclosure") Personal Infor-mation to the categories of person and in the circumstances identified in clauses 20.1 (a) to (i) above (which apply to dis-closures of Personal Information as well as confidential information), wherever lo-cated throughout the world (including in countries without data privacy laws equivalent to those implemented in the EEA), although we will always protect your Personal Information in accordance with these Terms and, in the case of transfer to other UBS Group Companies and our or their service providers, the Per-sonal Information will be protected by UBS group policies and/or agreements providing a similar level of protection.

You consent to the Processing and Disclo-sure of your Personal Information as set out in this clause 20.5 and warrant that you have obtained, or will at the relevant time have obtained, the consent of your Connected Persons to such Processing and Disclosure of their Personal Informa-tion and have provided them with the other information set out in this clause 20.5.

You also agree that the Purposes may be

amended to include other uses or disclo-sures of Personal Information (compatible with the original Purposes for which the Personal Information was collected) fol-lowing notification to you (which you should pass on to any of your Connected Persons that will be affected) and you warrant that you have obtained, or will at the relevant time have obtained, the cor-

13

responding consent of your affected Connected Persons.

You and your Connected Persons may

request at any time that we do not use Personal Information about you or them for direct marketing purposes. You and your Connected Persons may also have rights of access to, and cor-rection of, the Personal Information that we hold about you or them, and, in some circumstances, the right to ob-ject to our processing of this Personal Information under data privacy laws. To exercise any of these rights, please contact your regular UBS contact per-son.

21. Representations and warranties 21.1 Subject to clause 21.2 below, you rep-

resent and warrant to us on the date these Terms come into effect and as of the date of each Transaction that:

(a) if you are an individual, you

have reached the age of 18 years or over and have full ca-pacity to enter into these Terms;

(b) you have all necessary authority,

powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into and perform these Terms and such Transaction and to grant each of the security interests and powers that may be necessary;

(c) any persons entering into these

Terms and each Transaction on your behalf have been duly authorised to do so;

(d) these Terms, each Transaction

and the obligations created under each of them (i) are binding upon you and enforce-able against you in accordance with their terms (subject to ap-plicable principles of equity) and (ii) do not and will not vio-late the terms of any law, regu-lation, order, charge or agree-ment by which you are bound;

(e) no Event of Default or any

event which may become (with

the passage of time, the giving of notice, the making of any deter-mination or any combination of the above) an Event of Default (a "Potential Event of Default") has occurred and is continuing with respect to you;

(f) save as otherwise advised to and

agreed by us, you act as principal and sole beneficial owner (but not as trustee) in entering into these Terms and each Transac-tion;

(g) any information which you pro-

vide or have provided to us in re-spect of your financial position, domicile or other matters is accu-rate and not misleading in any material respect;

(h) you are willing and financially

able to sustain any loss which may result from any Transaction;

(i) except as otherwise agreed by us,

you are the sole beneficial owner of all margin and collateral you transfer under these Terms, free and clear of any security interest whatsoever other than a lien rou-tinely imposed on all Securities in a clearing system in which such Securities may be held and that you will not pledge or charge such investments, margin or col-lateral or grant any lien over them while it is pledged or charged to us except with our prior written consent.

21.2 If you act as agent for a Counterparty,

this clause 21.2 shall apply in place of clause 21.1. As agent for such Counterparty and on your own behalf, you represent and war-rant to us as of the date these Terms come into effect and as of the date of each Transaction that: (a) you are expressly authorised by

such Counterparty to instruct us in relation to such Transaction under these Terms;

(b) the Counterparty will be jointly

and severally liable with you to us in respect of all obligations to be performed by you pursuant to

14

and in respect of such Transac-tion;

(c) notwithstanding (b) above, you

will nevertheless be jointly and severally liable to us with the Counterparty as if you were a principal in respect of all such obligations and liabilities;

(d) you and the Counterparty each

have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into and perform these Terms and such Transaction and to grant each of the security interests and powers that may be necessary;

(e) these Terms, each Transaction

and the obligations created under each of them (i) are binding upon, and are enforce-able against, you and/or the Counterparty (as applicable) in accordance with their terms (subject to applicable principles of equity) and (ii) do not and will not violate the terms of any law, regulation, order, charge or agreement by which you or the Counterparty are bound;

(f) no Event of Default or Potential

Event of Default has occurred and is continuing with respect to you or the Counterparty;

(g) each of you and the Counter-

party is permitted under your or its constitution and any ap-plicable law or regulation to enter into the relevant Transac-tion;

(h) each of you is willing and fi-

nancially able to sustain any loss which may result from any Transaction;

(i) except as otherwise agreed by

us, the relevant Counterparty is the sole beneficial owner of all margin and collateral trans-ferred under these Terms, free and clear of any security inter-est whatsoever other than a lien routinely imposed on all Securities in a clearing system

in which such Securities may be held and that neither you acting as agent for the relevant Coun-terparty nor the Counterparty it-self will pledge or charge such in-vestments, margin or collateral or grant any lien over them while it is pledged or charged to us ex-cept with our prior written con-sent; and

(j) any information which you or the

Counterparty provide or have provided to us in respect of your or the Counterparty's financial position, domicile, or other mat-ters is accurate and not mislead-ing in any material respect.

22. Covenants 22.1 Subject to clause 22.2 below, you cove-

nant to us as at the date of these Terms and on a continuing basis thereafter that you will:

(a) at all times obtain and comply

with, and do all that is necessary to maintain in full force and ef-fect, all authority, powers, con-sents, licences and authorisations referred to in clause 21;

(b) promptly notify us of the occur-

rence of any Event of Default or Potential Event of Default;

(c) comply with all Applicable Rules

in relation to these Terms and any Transaction, so far as they are applicable to you;

(d) use all reasonable steps to com-

ply with all Applicable Rules in re-lation to these Terms and any Transaction, so far as they are applicable to us;

(e) provide to us on request such in-

formation regarding your finan-cial or business affairs as we may reasonably require to evidence the authority, powers, consents, licenses and authorisations re-ferred to above or to comply with any Applicable Rules;

(f) immediately notify us in writing if

at any time any of the warranties, representations or undertakings in these Terms are or become or

15

are found to be incorrect or misleading in any material re-spect;

(g) not send orders or otherwise

take any action that could cre-ate a false impression of the demand for or value of a finan-cial instrument, or send orders which you have reason to be-lieve are in breach of any Ap-plicable Rules. You shall ob-serve the standard of behaviour reasonably expected of persons in your position and not take any step which would cause us to fail to observe the standard of behaviour reasonably ex-pected of persons in our posi-tion; and

(h) upon demand, provide us with

such information as we may reasonably require to evidence the matters referred to in this clause or to comply with any Applicable Rules.

22.2 If you act as agent for a Counterparty,

this clause 22.2 shall apply in place of clause 22.1.

You, as agent for each Counterparty

and on your own behalf, covenant to us as at the date of these Terms and on a continuing basis thereafter that you will:

(a) ensure at all times that you and

the Counterparty obtain and comply and do all that is neces-sary to maintain in full force and effect, all authority, pow-ers, consents, licences and au-thorisations referred to in clause 21 above;

(b) promptly notify us of the oc-

currence of any Event of De-fault or Potential Event of De-fault with respect to yourself or the Counterparty;

(c) comply with all Applicable

Rules in relation to these Terms and any Transaction, so far as they are applicable to you and ensure that the Counterparty complies with the same, so far as such Applicable Rules are applicable to it;

(d) use all reasonable steps to com-

ply with all Applicable Rules in re-lation to these Terms and any Transaction, so far as they are applicable to us and ensure that the Counterparty uses all reason-able steps to comply with the same, so far as such Applicable Rules are applicable to it;

(e) provide to us on request such in-

formation regarding your and the Counterparty's financial or busi-ness affairs as we may reasonably require to evidence the authority, powers, consents, licenses and authorisations referred to above or to comply with any Applicable Rules;

(f) provide to us on request copies

of the relevant sections of the Counterparty's constitutional documents relating to its capacity to enter into these Terms or any Transactions and appoint an agent to act on its behalf and that any such extract will, to the best of your knowledge, be true and accurate in all material re-spects and you will not omit or withhold any information which would render the information so supplied to be false or inaccurate in any material respect;

(g) either: (i) execute as agent for the

Counterparty where you are duly authorised to do so, or, in each other case; (ii) procure that the Counterparty executes, as appli-cable, on our request all such transfers, powers of attorney and other documents as we may re-quire to vest any Assets or oth-erwise grant any security interest or other interest that may be re-quired in us, our nominee, a pur-chaser or transferee;

(h) immediately notify us if you cease

to act for the relevant Counter-party or if the basis upon which you act on behalf of the Coun-terparty alters to an extent which would affect these Terms or any Transaction effected thereunder;

(i) immediately notify us in writing if

at any time any of the warranties,

16

representations or undertak-ings in these Terms are or be-come or are found to be incor-rect or misleading in any mate-rial respect;

(j) not send orders or otherwise

take any action that could cre-ate a false impression of the demand for or value of a finan-cial instrument, or send orders which you or the Counterparty have reason to believe are in breach of Applicable Rules. You shall observe and shall en-sure that the Counterparty ob-serves the standard of behav-iour reasonably expected of persons in your respective posi-tions and that neither of you shall take any step which would cause us to fail to ob-serve the standard of behaviour reasonably expected of persons in our position; and

(k) upon demand, provide us, and

you will procure that the Coun-terparty provides us, with such information as we may rea-sonably require to evidence the matters referred to in this clause or to comply with any Applicable Rules.

23. Notices 23.1 Any instructions, notices, requests or

other communications to be given by you in writing to any UBS Investment Bank Entity shall be sent or delivered to the address at the head of the covering letter to these Terms, unless we notify you otherwise in writing.

23.2 You confirm that you have regular ac-

cess to the Internet and consent to us providing you with information on our website, including, without limitation, information about (i) our Execution Venues and amendments to our E x e -c u t i o n P o l i c y a t www.ubs.com/ibtermsandinformation and ( i i ) these Te rms and our p roduc t s and se r v i ce s a t www.ubs.com/ibtermsandinformation (or such other website(s) as we may from time to time notify to you or any email address notified to us from time to time). Any instructions, notices, re-quests or other communications to be

given to you by us otherwise than via the Internet or email shall be sent to your Address. You agree that you are respon-sible for notifying us if your Address or details change.

23.3 You acknowledge and agree that com-

munications via e-mail are not secure and may be subject to interception by unau-thorised third parties whilst in transit. You accept any and all risks associated with such transmission. You acknowledge and agree that neither we nor any other UBS Group Company shall have any liability in connection with such transmission.

23.4 Unless otherwise provided in these Terms,

any instructions, notices, requests or other communications to be given by you or us shall be given in writing (whether by letter, facsimile or, where we agree in writing, by e-mail or other electronic means) and shall be deemed to have been received at the times when in the ordinary course they would have been re-ceived, provided that any notice of termi-nation given to us under clause 23.1 shall take effect only on actual receipt.

23.5 You hereby expressly invite us, our em-

ployees and our representatives to visit or telephone you to discuss any investment matters which we believe may be of in-terest to you.

24. Termination 24.1 Unless required by Applicable Rules, we

may terminate these Terms and any ser-vices or activities provided hereunder by written notice to you at any time with or without cause, such notice to take effect on date of despatch. Unless required by Applicable Rules, you may terminate these Terms and any services or activities provided in accordance herewith by seven business days’ written notice, such notice taking effect from the date of receipt.

24.2 No penalty will become due from either

you or us in respect of the termination of these Terms. However, any termination of these Terms will not affect any out-standing orders or Transactions or any le-gal rights, duties, liabilities (whether ac-tual, contingent or otherwise), or other obligations which may already have arisen or accrued at the date of termination.

17

24.3 Transactions in progress at the date of termination will be completed by us as soon as practicable.

24.4 On termination by either of us, we will:

(a) be entitled to receive from you all fees, costs, charges, ex-penses and liabilities accrued or incurred under these Terms up to the time of termination in-cluding any additional expenses or losses reasonably and prop-erly incurred by us in terminat-ing these Terms; and

(b) as soon as reasonably practica-

ble after that, subject to (a), deliver or cause your Securities to be delivered to you or to your order.

24.5 At any time after termination of our

arrangements with you under clause 24.1, or after the occurrence of any of the Events of Default listed in clause 25 or, after we have determined at our sole discretion that you have not per-formed (or may not be able or willing in the future to perform) one or more of your obligations to us or, following a material adverse change in market or economic conditions, we shall be enti-tled without notice:

(a) to treat any or all Transactions

then outstanding as having been cancelled and terminated; and/or

(b) to sell such of your Securities as

we may in our sole discretion select in order to realize funds sufficient to cover any out-standing amount(s); and/or

(c) to close out, replace or reverse

any Transaction, enter into any other transaction or Transac-tion, or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discre-tion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any con-tracts, positions or commit-ments; and/or

(d) to act for parties having conflict-ing interests subject to our mak-ing internal arrangements de-signed to preserve the confiden-tiality of any of your confidential information in our possession.

25. Events of Default

25.1 The following shall constitute an Event of

Default:

(a) you fail to make any payment when due under these Terms or fail to make or take delivery of any property when due under, or otherwise fail to observe or per-form any other provision or obli-gations of, these Terms or Trans-actions entered into between us of any kind and such failure con-tinues for one business day after notice of non-performance has been given by us to you;

(b) you commence a voluntary case

or other procedure seeking or proposing liquidation, reorganisa-tion, an arrangement or composi-tion, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regula-tory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, re-ceiver, liquidator, conservator, administrator, custodian or other similar official (each a "Custo-dian") of you or any substantial part of your Assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, ar-rangement or composition, we do not consent to the proposals;

(c) an involuntary case or other pro-

cedure is commenced against you seeking or proposing liquida-tion, reorganisation, an arrange-ment or composition, a freeze or moratorium, or other similar re-lief with respect to you or your debts under any bankruptcy, in-solvency, regulatory, supervisory or similar law (including any cor-porate or other law with poten-tial application to you, if insol-

18

vent) or seeking the appoint-ment of a Custodian of you or any substantial part of your As-sets and such involuntary case or other procedure either (a) has not been dismissed within three business days of its insti-tution or presentation; or (b) has been dismissed within such period but solely on the grounds of an insufficiency of Assets to cover the costs of such case or other procedure;

(d) you are unable to pay your

debts as they fall due or are or otherwise become bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you; or any in-debtedness of yours is not paid on the due date therefor, or becomes capable at any time of being declared due and pay-able under agreements or in-struments evidencing such in-debtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to these Terms are commenced for any execution, any attach-ment or garnishment, or dis-tress against, or an encum-brance takes possession of, the whole or any part of your prop-erty, undertaking or Assets (tangible and intangible);

(e) any representation or warranty

made or given or deemed to be made or given by you under these Terms proves to have been false or misleading in any material respect as at the time it was made or given or deemed to be made or given;

(f) you are dissolved, or, if your

capacity or existence is de-pendent upon a record in a formal register, the registration is removed or ends, or any pro-cedure is commenced seeking or proposing your dissolution, removal from such a register, or the ending of such a regis-tration;

(g) where you are a partnership,

any of the events referred to in

paragraphs (b) to (f) of this sub-clause occurs in respect of one or more of your or its partners;

(h) we consider it necessary or desir-

able to prevent what we consider is or might be a violation of any Applicable Rule or good standard of market practice;

(i) we consider it necessary or desir-

able for our own protection; (j) any action is taken or event oc-

curs which we consider might have a material adverse effect upon your ability to perform any of your obligations under these Terms; or

(k) any event of default (however

described) occurs in relation to you under any other agreement to which you are a party.

26. Conflicts of Interest 26.1 You acknowledge that:

(a) the UBS Group in its capacity as

principal or agent is involved in a wide range of commercial bank-ing and investment banking ac-tivities globally (including invest-ment advisory, asset manage-ment, research, securities issu-ance, trading (customer and pro-prietary) and brokerage) from which conflicting interests or du-ties may arise. Therefore, con-flicts may arise between the du-ties of UBS Investment Bank un-der these Terms and other duties or interests of UBS Investment Bank or another member of the UBS Group;

(b) UBS Investment Bank and any

other member of the UBS Group may, at any time, (i) provide ser-vices to any other entity or per-son (a “Third Party”), whether or not a member of the same group as you, (ii) engage in any transac-tion (on its own account or oth-erwise) with respect to you or a Third Party or (iii) act in relation to any matter for itself or any Third Party, notwithstanding that such services, transactions or ac-tions may be adverse to you or

19

any other member of your group, and UBS Investment Bank or any other member of the UBS Group may retain for its own benefit any related re-muneration or profit, and not-withstanding that a conflict of interest exists or may arise and/or any member of the UBS Group is in possession or has come or comes into possession (whether before, during or af-ter services are provided to, or activities engaged in with, you under these Terms) of informa-tion confidential to you, pro-vided that the directors, offi-cers and employees of the UBS Group engaged in providing the services, implementing the Transaction or acting for a Third Party do not use informa-tion which is and which con-tinues to be confidential to you;

(c) where appropriate, permanent

or ad hoc arrangements or in-formation barriers may be used between and within divisions of UBS Investment Bank and other members of the UBS Group for the purpose of man-aging conflicts of interests and that locating directors, officers or employees in separate workplaces may not be neces-sary for such purpose. In addi-tion, other organisational or administrative arrangements may be implemented where appropriate for such purpose;

(d) information which is held else-

where within UBS Investment Bank or other members of the UBS Group but of which none of the individual directors, offi-cers or employees providing any services or implementing any transactions actually has knowledge (or can properly ob-tain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining the responsibilities of UBS Invest-ment Bank to you under these Terms; and

(e) UBS Investment Bank and other members of the UBS Group op-erate rules, policies and p r oce -du r e s , i n c l ud i ng independ-ence policies and permanent and ad hoc arrangements or informa-tion barriers between and within divisions of UBS Investment Bank and other members of the UBS Group, directed to ensuring that (i) the individual directors, officers and employees involved in an as-signment undertaken by UBS In-vestment Bank or any other member of the UBS Group (in-cluding these Terms) are not in-fluenced by any such conflicting interest or duty; (ii) any confiden-tial information held by UBS In-vestment Bank or any other member of the UBS Group is not disclosed or made available to any other client; and (iii) conflicts of interests are identified and ap-propriately managed.

(f) UBS Investment Bank and any

other UBS Group Company may issue research and r e c o m -m e n d a t i o n s notwithstanding that they may be acquiring, dis-posing of or otherwise dealing with or holding investments which are the subject of the re-search or recommendations.

27. Inducements In connection with any business we may

do with you, we may provide to or re-ceive remuneration, fees, discounts or other benefits from, or share fees, charges or other benefits with, a third party (including, but not limited to, any UBS Group Company, exchange, broker or intermediary) on any basis we agree with such person. We will give you de-tails of any such arrangements or of any amount received from or shared with such a person at your request. Neither we nor any other UBS Group Company will be liable to account to you for any such remuneration, fees or other benefits.

28. Invalidity of Provisions Each provision of these Terms is severable

and if any provision of these Terms is or becomes invalid under or contravenes any Applicable Rules, the remaining provisions (and, where applicable, the remainder of

20

the provision in question) will not be af-fected and will remain in full force and effect.

29. Force Majeure In the event of any failure, interruption

or delay in performance of our obliga-tions resulting from acts, events or cir-cumstances not reasonably within our control, including, but not limited to, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, breakdown, fail-ure or malfunction of any telecommu-nications or computer service, we shall not be liable or have any responsibility of any kind for any loss or damage thereby incurred or suffered by you.

30. Joint Clients and Individuals 30.1 Where a letter sending these Terms to

you has been addressed to more than one person:

(a) any instruction, notice, request

or other communication to be given by or to you under these Terms may be given by or to any one of you. We need not enquire as to the authority of that person. That person may give us an effective and final discharge in respect of any of our obligations; and

(b) your liabilities under or in con-

nection with these Terms are joint and several; and

(c) on the death of any one of you,

we may treat the survivor(s) as the only person(s) entitled to your investments and clause 30.3 below shall not apply.

30.2 Where you are either a joint or a sole

trustee, you:

(a) will notify us of any changes in trustee(s) of the relevant trust and will provide forthwith certi-fied copies of deeds of ap-pointment or analogous docu-ments; and

(b) confirm that, on the basis of

competent legal advice, you are each satisfied that each of you has all the necessary pow-

ers to enter into and contract in accordance with these Terms.

30.3 Where you are an individual, your death

will not terminate your obligations under these Terms until we receive notice of it. These Terms will be binding on your per-sonal representatives.

31. General 31.1 You confirm and undertake that you will

provide certified copies of all such docu-ments as we may reasonably request.

31.2 You undertake that whenever you act as

disclosed agent for another person, you have express authority to instruct us un-der these Terms. Without prejudice to our rights against that other person, we will (unless otherwise agreed in writing with you) look to you to settle any liabilities re-sulting from Transactions under these Terms.

31.3 Whenever we deal with you, it will always

be on the basis that only you are our cli-ent (unless otherwise agreed in writing with you) and so, if you act on behalf of another person, whether or not you iden-tify him, her or it to us, he, she or it will not be our indirect client for the purposes of Applicable Rules (and in particular the FSA Rules).

31.4 These Terms shall continue to bind you

notwithstanding any amalgamation, merger or reconstruction that may be ef-fected by you or us with any other com-pany or companies and notwithstanding the sale, assignment or transfer of the whole or any part of your or our under-taking and assets to another company, and in the event of such amalgamation, merger, reconstruction, sale, assignment or transfer, all references in these Terms to "you" or "us" shall, unless the context otherwise requires, be construed as in-cluding reference to your or our succes-sors and permitted assigns.

31.5 Your rights under these Terms and any

Transactions are not capable of assign-ment by you and your obligations shall not, without our prior written consent, be capable of performance by anybody else.

31.6 The rights and remedies provided under

these Terms are cumulative and not ex-clusive of those provided by law. We shall be under no obligation to exercise

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any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under these Terms (including any Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.

31.7 You acknowledge that you have not

relied on or been induced to enter into these Terms by a representation other than those expressly set out in these Terms. We will not be liable to you (in equity, contract, tort or any relevant legislation) for a representation that is not set out in these Terms and that is not fraudulent.

31.8 Subject to express definitions and

unless the context otherwise requires, words used in these Terms shall have the same meaning as in the Applicable Rules.

32. Set off Without prejudice to any other rights to

which we may be entitled, we may at any time and without notice to you set off any amount (whether actual or con-tingent, present or future) owed by you to us against any amount (whether ac-tual or contingent, present or future) owed by us to you. For these purposes, we may ascribe a commercially reason-able value to any amount which is con-tingent or which for any other reason is unascertained.

33. Variation 33.1 We may vary these Terms by sending

you a notice describing the relevant changes. We will where required by Applicable Rules send such notice to you at least ten business days before conducting any business for you on the varied terms unless it is impracticable in the circumstances to do so. Such changes will become effective on the date specified in the notice.

33.2 You may seek to vary these Terms by

sending us a notice specifying clearly the amendment that you wish to make. Any such variation will only become ef-

fective if and when we confirm our agreement to it in writing.

34. Rulings by Exchanges and Authorities 34.1 You acknowledge that:

(a) you are aware that we and other members of the UBS Group are subject to supervision and juris-diction by foreign authorities in connection with our business ac-tivities in foreign countries and that assets held by us or any other UBS Group Company for the account of a client can be subject to investigations and measures, for example, an infor-mation ban, freezing orders or sequestrations in foreign coun-tries. The consequences of such compulsory measures will be for your account;

(b) you are aware that supervisory

authorities and/or exchanges can issue requests for compulsory measures, including liquidation, against Transactions and you hereby undertake to adhere to such requests. In the event that you do not adhere to such re-quest, we are hereby authorised to take the necessary steps and you accept the respective conse-quences; and

(c) you explicitly recognise that we

can take all adequate safeguard measures in order to protect our interests and to execute any regulatory and/or judicial rulings.

35. Third Party Rights A person (other than an Indemnified

Person) who is not a party to any agree-ment to which these Terms relate has no right under the UK Contracts (Rights of Third Parties) Act 1999 (as amended or replaced) to enforce any term of such agreement (including any of these Terms) provided that, save to the extent notified in writing to the relevant Indemnified Per-son, any UBS Investment Bank Entity (without obligation) will have the sole conduct of any action to enforce such rights on behalf of the relevant Indemni-fied Person and these Terms may be ter-minated, amended or varied in any way and at any time by either of us without

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the consent of any other Indemnified Person. This does not affect any right or remedy of a third party which exists or is available apart from that Act.

36. Complaints and Compensation 36.1 In the event that you are dissatisfied

with the service which you receive un-der these Terms, you should contact your regular UBS contact person in the first instance.

36.2 Certain UBS Investment Bank Entities

are members of the Financial Services Compensation Scheme (the "Scheme") in the UK. The Scheme is only available to certain types of claimants and claims. Further details of the Scheme are avail-able on request or at the Scheme's offi-cial website at www.fscs.org.uk.

37. Governing law 37.1 These Terms shall be governed by and

construed in accordance with English law.

37.2 For our exclusive benefit, subject as

provided in clause 37.3 below, each of us irrevocably agrees that the courts of England are to have exclusive jurisdic-tion to settle any disputes (including claims for set-off and counterclaims) in connection with the creation, validity, effect, interpretation and/or perform-ance of, or the legal relationships estab-lished by, these Terms or otherwise aris-ing under or in connection with these Terms.

37.3 Notwithstanding the agreement in

clause 37.2 above, we shall retain the right to bring proceedings against you in any other court of competent juris-diction or concurrently in more than one jurisdiction.

37.4 You irrevocably waive any objection to

any such court as is referred to in clauses 37.2 or 37.3 above on grounds of inconvenient forum or otherwise as regards proceedings in connection with these Terms and further irrevocably agree that a judgment or order of any such court in connection with these Terms shall be conclusive and binding on you and may be enforced against you in the courts of any other jurisdic-tion.

37.5 Each of us irrevocably waives, to the full-est extent permitted by applicable law, with respect to ourselves and our reve-nues and assets (irrespective of their use or intended use), all immunity on the ground of sovereignty or other similar grounds from (i) suit; (ii) jurisdiction of any court; (iii) relief by way of injunction, order for specific performance or for re-covery of property; (iv) attachment of any assets (whether before or after judg-ment); and (v) execution or enforcement of any judgment to which you or we or our respective revenues or assets might otherwise be entitled in all proceedings (whether interlocutory or otherwise) in the courts of any jurisdiction and each of us irrevocably agrees, to the extent per-mitted by applicable law, that neither of us will claim any such immunity in any such proceedings.

37.6 You may appoint any person specified for

the purpose in the covering letter to these Terms as your agent for service of process in the UK. Such appointment will be ir-revocable unless and until we give our written agreement to any revocation.

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SCHEDULE 1 Guarantee issued by UBS AG in favour of counterparties of UBS Limited

The following is the text of the guarantee issued by UBS AG in favour of all counterparts of UBS Limited.

This instrument by way of deed poll is executed on 24 January 2003, by UBS AG, a company incorporated under the laws of Switzerland whose registered offices are at Aeschenvorstadt 1, CH-4051 Basel, Switzerland and Bahnhof-strasse 45, CH-8098 Zurich, Switzerland, (the "Guarantor"). Whereas: UBS Warburg Ltd., (in the process of changing its name to UBS Limited) a company incorpo-rated in England (Registered No.02035362) whose registered office is at 1 Finsbury Avenue, London EC2M 2PP ("UBSWL") has requested the Guarantor and the Guarantor has agreed to guarantee payment of all Liabilities (as hereinaf-ter defined) in accordance with, and as limited by, the terms and conditions of this Deed (the "Guarantee"). Now therefore the Guarantor hereby covenants as follows:

1. Definitions and interpretation

1.1 In this Guarantee, unless the context otherwise requires:

"Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open for business in London;

"Contract" means any form of con-tractual arrangement or agreement en-tered into from time to time by UBSWL with a Counterparty.

"Counterparty" means any legal or natural person, or group of legal or natural persons, with whom UBSWL en-ters into Contracts.

1.2 In this Guarantee:

1.2.1 The headings are for convenience only and are to be ignored in construing the clauses to which they refer; and

1.2.2 References to "legal person" in-clude any entity which is a legal person, or has or is treated as having legal personality or an at-

tribute of legal personality, under the laws of any jurisdiction and/or under international law.

2. Guarantee

The Guarantor hereby irrevocably and un-conditionally guarantees, for the benefit of each Counterparty upon the terms hereof the full discharge of each and every obliga-tion and liability that UBSWL may now or hereafter have to that Counterparty to make any payment under or in relation to any Contract entered into between UBSWL and that Counterparty (the "Liabilities") and promises to pay to that Counterparty on demand any unpaid balance of such Li-abilities in accordance with the terms of this Guarantee. The timing of any pay-ment to a Counterparty pursuant to this Guarantee shall be in accordance with the terms set out in paragraph 4 below.

3. Indemnity

As a separate and independent primary ob-ligation, the Guarantor shall indemnify each Counterparty against any cost, loss or liabil-ity suffered by that Counterparty if any Li-ability guaranteed by the Guarantor is or becomes unenforceable or invalid as a result of the operation of applicable insolvency or bankruptcy laws. The amount of the cost, loss or liability shall be equal to the amount of the Liability which the Counterparty would otherwise have been entitled to re-cover under this Guarantee.

4. Payment

4.1 Payment under this Guarantee in respect of any Liability is subject to the failure by UBSWL to discharge the relevant Liability within any applicable grace period follow-ing the due date for payment (or such other period as may be agreed between the Counterparty and UBSWL) and sub-ject to written notice by the Counterparty of such failure to both UBSWL and the Guarantor.

4.2 The Counterparty shall not be obliged before exercising any of the rights or remedies conferred upon it by this Guar-antee or by law to take any action in or obtain judgment in any court against UBSWL or to make or file any claim or proof in a winding-up or dissolution of UBSWL.

4.3 This Guarantee is a continuing guarantee and shall not be satisfied or discharged by any intermediate payment or settlement of account and shall remain in force until

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the final, irrevocable payment of all Li-abilities.

5. Exercise of Rights

No delay or omission on the part of a Counterparty in exercising any right, power, privilege or remedy (hereinafter together called "Rights") arising under this Guarantee shall impair or be con-strued as a waiver of any such Rights, nor shall any single or partial exercise of any such Rights preclude any further exercise of any Rights. The Rights herein provided are cumulative and not exclusive of any rights, powers, privi-leges or remedies provided by law. Nothing in this Guarantee shall be con-strued as voiding, negating or restrict-ing any right of set-off or any other right whatsoever existing in favour of a Counterparty, however arising.

6. Waiver of Defences

6.1 Obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, re-lease or prejudice any of the Guaran-tor's obligations under this Guarantee including

6.1.1 any time, waiver or consent granted to, or composition with, UBSWL or other person;

6.1.2 the release of UBSWL or any other person under the terms of any composition or ar-rangement with any creditor;

6.1.3 the taking, variation, compro-mise, exchange, renewal or re-lease of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, UBSWL or other person or any non-presentation or non-observance of any for-mality or other requirement in respect of any instrument or any failure to realise the full value of any security;

6.1.4 any incapacity or lack of power, authority or legal per-sonality of or dissolution or change in the members or status of UBSWL or any other person;

6.1.5 any amendment (how-eve r fundamental) or re-placement of the Contract or

any other document or security, including any material increase in liability under the Contract;

6.1.6 any unenforceability or invalidity of any obligation of any person under the Contract or any other document or security except where such unenforceability or invalidity is the result of the Counterparty's fraud or wilful de-fault; or

6.1.7 any insolvency or bankruptcy proceedings.

7. Subrogation

While any amounts are owing to a Coun-terparty, the Guarantor may not exercise any right against UBSWL arising from the performance of this Guarantee with re-spect to that Counterparty.

8. Treatment of Withholdings

Payments made under this Guarantee shall be made free and clear of any de-duction or withholdings other than those required by law and in the event of any deductions or withholdings being applied to any payment hereunder, the Guarantor shall pay such additional amount to the relevant Counterparty as may be neces-sary in order that the actual amount re-ceived after all such deductions and with-holdings shall equal the amount that would have been received if no such de-duction or withholding were required provided that the Guarantor shall not be obliged to pay any such additional amount in circumstances where had the withholding or deduction been made by UBSWL, UBSWL would not have been obliged to pay any additional amount.

9. Continued Validity

The liability of the Guarantor under this Guarantee shall not be affected by the liquidation, winding-up or other incapac-ity of UBSWL.

10. Severability

In the event that any of the terms or pro-visions of this Guarantee are or shall be-come invalid, illegal or unenforceable, the remaining terms and provisions hereof shall survive unaffected.

11. Assignment

This Guarantee operates to the benefit of each Counterparty and its successors, and any assignors approved by UBSWL. The Guarantor may not assign its rights, inter-

25

est or obligations with respect to a Counterparty under this Guarantee to any person without the prior written consent of that Counterparty.

12. Termination and Variation

12.1 The Guarantor shall be permitted at any time to terminate, amend or vary the terms of this Guarantee with respect to any Counterparty by giving not less than 30 Business Days’ written notice to that Counterparty, either addressed to the legal and credit department at the normal place of business of that Counterparty or, in accordance with such notice arrangements as may be provided for in the relevant Contract.

12.2 Clause 12.1 shall be without prejudice to the Guarantor's liability to a Coun-terparty in respect of any Liability in-curred before the date of such termina-tion, amendment or variation which shall not be in any way reduced or lim-ited by such termination, amendment or variation.

12.3 Following the variation or amendment of the Guarantee in accordance with clause 12.1, Liabilities shall be incurred and payable thereafter under the terms of this Guarantee as amended or var-ied.

12.4 Following the termination of the Guar-antee in accordance with clause 12.1, no additional Liabilities may be created or incurred under the Guarantee.

13. Other Guarantees

For the avoidance of doubt, this Guaran-tee shall supersede any other deed poll guarantee previously issued by the Guar-antor for the benefit of Counterparties of UBSWL.

14. Notices

Any notice or communication to the Guarantor in respect of this Guarantee must be given in writing and delivered by post or by hand to the Guarantor at the following address:

UBS AG London Branch 100 Liverpool Street London EC2M 2RH Attention: Legal and Compliance De-partment

15. Law and Jurisdiction

15.1 This Guarantee shall be governed by and construed in accordance with English law.

15.2 UBS AG submits to the non-exclusive ju-risdiction of the English courts for the set-tlement of any dispute which may arise from or in connection with this Guaran-tee.

In Witness Whereof this Guarantee has been executed as a Deed by the Guarantor and is in-tended to be and is hereby delivered by it as a deed on the date specified above.

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Definitions – Terms of Business “Address” means the address or facsimile number used in the covering letter to the Terms or such other address as you have subsequently notified us in writing, provided that we may always send such instructions, notices, requests or other communications to you at your regis-tered office, principal place of business or prin-cipal residence, as applicable. “Applicable Rules” means (a) the rules of the relevant competent regulatory authority of the UBS Investment Bank Entity that provides ser-vices to or engages in activities or Transactions with you; (b) the rules of any relevant Market; (c) our internal policies and procedures; and (d) all other laws, rules and regulations in force from time to time, as applicable to the provision of services and engagement in activities or Transactions by us pursuant to these Terms. “Assets” means cash (including, but not limited to, Client Money), securities and investments, any other assets and the proceeds thereof, in each case held in or in connection with your account. This definition excludes collateral and includes Custody Assets and assets held or ad-ministered by us or any other UBS Group Com-pany in or for any of your current or future ac-counts or any account in which you may have an interest, and regardless of the purpose for which the assets are so held, carried, main-tained, possessed or controlled. “Best Execution” means, in relation to the execution of an order on your behalf or the re-ception and transmission of your orders, where applicable, the process by which we are re-quired to take all reasonable steps to obtain the best possible result for you in accordance with the Execution Policy. “Client Money” means money in any currency held on behalf of clients by a UBS Group Com-pany and which is subject to the Client Money Rules. “Client Money Rules” means the FSA Rules regarding Client Money. “Counterparty" means any counterparty agreed to in writing by us from time to time on behalf of which you are to enter as agent into Transactions with us; and where a counterparty does not constitute a single legal person, means the trustees, individuals or other persons who are the primary representatives of the organisa-

tion, trust or fund on whose behalf they are deal-ing.

“Custody Assets” means Assets that we or any other UBS Group Company or sub-custodians have agreed with you to take custody of.

“Deal on Own Account” means trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments.

“EEA” means those jurisdictions comprising the European Economic Area from time to time. “Eligible Counterparty” has the meaning given to it in MiFID. “Event of Default” means each of the events listed in clause 25. “Execution Policy” means our policy for comply-ing with our obligations to obtain Best Execution (as amended from time to time). “FSA” means the UK Financial Services Authority. “FSA Rules” means the rules in force from time to time of the FSA or any successor body. “Indemnified Person” means UBS Investment Bank, each other member of the UBS Group and each of their respective directors, officers, em-ployees, contractors and agents. “Information on our Execution Policy” means information on our Execution Policy as amended from time to time. “Investment Bank” is a business group of UBS AG.

“Market” means any Regulated Market or MTF.

“MiFID” means the Directive 2004/39/EC of the European Parliament and the Council of 21 April 2004 on Markets in Financial Instruments and any EU or national implementing directives and regu-lations. “Non-MiFID Business” means services and/or activities and/or financial instruments that are out-side the scope of MiFID. “Personal Recommendation” has the meaning ascribed to it under Applicable Rules. “Potential Event of Default” has the meaning given to it in clause 21.

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“Professional Client” has the meaning given to it in MIFID. “Regulated Market” means a multilateral sys-tem operated and/or managed by a market op-erator which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments – in the system and in accordance with its non-discretionary rules – in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or sys-tems, and which is authorized and functions regularly and in accordance with the provisions of Title III of MiFID. “Retail Client” has the meaning given to it in MiFID. “Securities” means securities, investments and other property and products.

“Systematic Internaliser” means an invest-ment firm which, on an organized, frequent and systematic basis, Deals on Own Account by exe-cuting client orders outside a Market. “Terms” means the UBS Investment Bank stan-dard terms of business which, to the extent pro-vided for therein, govern the terms of your rela-tionship with us and the basis on which we pro-vide services to you, engage in certain activities with you or otherwise transact with you.

“Transaction” means any transaction between you and us, whether entered into before, on or after the commencement of these Terms. “UBS Group” means collectively, all of the UBS Group Companies. “UBS Group Company” means any of UBS AG, any of its direct or indirect subsidiaries, other af-filiated companies and branches thereof from time to time, anywhere in the world. “UBS Investment Bank” means UBS Limited, UBS AG London Branch, UBS Clearing and Execu-tion Services Limited and any other UBS Group Company resident in the UK in each case from which the Investment Bank provides services or engages in activities with you and “we” means that company forming part of UBS Investment Bank with or through which you are dealing and, where you are dealing with or through more than one such company, each of those companies re-spectively, and “us and “our” shall be construed accordingly. “UBS Investment Bank Entity” means any of the entities that collectively constitute UBS In-vestment Bank. “UK” means the United Kingdom.

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