Merrill Lynch Professional Clearing Corp.   
Terms of Use

Merrill Lynch's www.mlprocc.ml.com - Terms And Conditions Of Use and Privacy Statement

AGREEMENT TO THESE TERMS OF USE; AMENDMENT

Your use of this Merrill Lynch (as defined below) Correspondent Services Application relating to the services described in the "About" tab under "HELP" ("www.mlprocc.ml.com ("PRO Online")") is subject to these Terms and Conditions of Use and Privacy Statement (collectively, these "Terms of Use"). As used herein, the terms "you" and "your" refer to each user of the PRO Online or, as the context requires, the legal entity on whose behalf a user is granted access to the PRO Online ("Employer" or "Firm"). Unless otherwise provided, each defined term used within the PRO Online shall have the meaning ascribed in these Terms of Use.

BY USING PRO ONLINE, YOU ACCEPT THESE TERMS OF USE, AGREE TO BE BOUND BY THEM AND BIND YOUR EMPLOYER TO THEM. PLEASE READ THESE TERMS OF USE CAREFULLY.

You hereby represent and warrant that you are authorized, to accept this agreement on behalf of your employer, and that in doing so you are acting within the scope of your duties.

These Terms of Use may be amended or supplemented by Merrill Lynch from time-to-time in its sole discretion. Each time these Terms of Use are modified in any way, the Last Updated date set forth on the first page of these Terms of Use will be changed so that such date always sets forth the most recent revision date. During each use of PRO Online you are responsible for being familiar with, and are bound by, the then current version of these Terms of Use and the Privacy Statement sections, posted on PRO Online. Merrill Lynch reserves the right to terminate access to PRO Online at any time, in whole or in part, in its sole discretion.

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PRESENTATION "PRO ONLINE" BY MERRILL LYNCH

The operator of PRO Online is Merrill Lynch, a broker-dealer registered in the United States of America ("U.S."). However, PRO Online operates as a portal and may contain information and offerings presented by affiliates of Merrill Lynch located or authorized to do business elsewhere.

All of the information on PRO Online is directed at, and is intended for distribution to and use by, corporate, institutional, professional and other qualified investors in jurisdictions where such distribution and use is permitted. The information on PRO Online is not directed at or intended for distribution to or use by any person or entity in any jurisdiction or country where: (a) its distribution or use would be contrary to law or regulation; or (b) there is no Merrill Lynch affiliate authorized to distribute such information.

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OTHER AGREEMENTS WITH MERRILL LYNCH

These Terms of Use supplement, but do not supersede, the provisions of any applicable existing agreements between you and Merrill Lynch & Co., Inc. or any of its affiliates, direct and indirect subsidiaries and related companies (collectively or separately, as the context may require, "Merrill Lynch" or "we"), all of which otherwise remain in effect.

To the extent that you have a contractual relationship with a Merrill Lynch entity and such relationship extends to any security, futures contract, options contract or other financial instrument or any other good, product or service available through or referenced on PRO Online (each a "Product" and collectively, "Products"), the communications made hereby with respect to such Products covered by such agreement are and shall be deemed made, as the context may require, by such entity.

The terms of any Product is governed by applicable documents establishing such terms. In the event of any inconsistency between the information on PRO Online regarding a particular Product and the terms specified in, or determined pursuant to, the documents establishing the terms of issue or contract, the terms so specified or determined shall prevail.

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DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

The information on PRO Online is provided "AS IS". Although the information on PRO Online is obtained or compiled from sources Merrill Lynch believes to be reliable, MERRILL LYNCH CANNOT AND DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO: (A) THE VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF ANY INFORMATION OR DATA MADE AVAILABLE ON OR THROUGH PRO ONLINE; OR (B) THE PERFORMANCE, SETTINGS, FEATURES, COMPATIBILITY, LACK OF CONFLICT, FUNCTIONALITY OR CONTINUED AVAILABILITY OF ANY SOFTWARE MADE AVAILABLE ON OR THROUGH PRO ONLINE, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW OR REGULATIONS, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

You understand and agree that Merrill Lynch utilizes a variety of electronic systems and networks, including the Internet, to transport data. Transmission of data on any electronic system or network may be subject to: delay; interruption; interference; blackout; failure; systems or service unavailability or failure; hardware or software malfunction or failure; encryption failure; interception by third parties; unauthorized access; theft; modification; or inaccuracy (collectively, "Failure Events"). You agree that neither Merrill Lynch nor any third party working with Merrill Lynch to provide software, information, products or services hereunder shall be responsible for any expense, loss, liability, damage or cost (including costs of investigation and legal fees) of any kind whatsoever (collectively, "Damages"), even if Merrill Lynch or such third party had been advised of the possibility thereof, arising from: (a) any Failure Event, whether or not the circumstances giving rise to such event may have been within the control of Merrill Lynch or any such third party; or (b) any other event or occurrence beyond the control of Merrill Lynch or any such third party, including force majeure. In no event will Merrill Lynch or any third party working with Merrill Lynch to provide software, information, products or services hereunder be liable to you for any special, indirect, consequential or incidental Damages, even if Merrill Lynch or any such third party has been advised of the possibility thereof.

You may need to load certain third party software onto your access device in order to utilize certain functionality within PRO Online. In certain instances, for convenience, PRO Online may provide links to the Web sites where such software may be available. Merrill Lynch can not assure the performance, settings, features, compatibility, lack of conflict, functionality or continued availability of any such software. If you wish to download any such software, please follow the directions on the third party Web site where such software is available as well as your Firm's software download policies. We strongly urge that you perform such download in consultation with your system administrator or IT service person. Merrill Lynch shall not be liable for any Damages arising out of your downloading or using any such software.

SYSTEM RESPONSE TIMES MAY VARY DUE TO MARKET CONDITIONS, SYSTEM PERFORMANCE, ACCESS DEVICE LOCATION OR OTHER FACTORS. The farther your access device is located from PRO Online servers, the slower your response time may be. In the event of system delay or failure, you are responsible for contacting Merrill Lynch by alternative means, such as telephone, facsimile or telex.

The information available on or through PRO Online is subject to change without notice. Merrill Lynch expressly disclaims any obligation to keep the information available on or through PRO Online up to date, free of errors or viruses or to maintain uninterrupted access. Merrill Lynch may stop producing or updating any part of PRO Online without notice.

Each time you wish to end a session on PRO Online, you should use the "Logout" command; close all open PRO Online windows.

IN NO EVENT WILL MERRILL LYNCH BE LIABLE FOR ANY DECISION, ACTION OR INACTION MADE OR TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR DATA ON PRO ONLINE.

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ENTITLED ACCESS; SECURITY PROCEDURES; YOUR OBLIGATIONS WITH RESPECT TO INSTRUCTIONS

Merrill Lynch, acting in the capacity of operator of PRO Online, and at the request of one or more of its operating units, affiliates, direct and indirect subsidiaries or related companies, may grant access to certain portions of PRO Online exclusively on an entitlement basis ("Entitled Access"). If Merrill Lynch provides you with Entitled Access, Merrill Lynch will issue to you, or direct that you be issued, one or more User Ids, passwords, Digital Certificates, access codes, tokens or other identification or security device (collectively "Security Procedures") as means to authenticate your identity. You agree to abide by and use whatever Security Procedures and requirements Merrill Lynch deems necessary and appropriate.

You are the only person authorized to use your Security Procedures in order to access PRO Online, and you shall be responsible at all times for exercising security controls over all Security Procedures entrusted to you. You are expected to control access to, and monitor use of, any and all hardware and software which are part of, or used in connection with, the Security Procedures, including changing passwords as necessary. You agree to refrain from disseminating any and all Security Procedures. Where possible, we recommend that you password protect your Security Procedures. You also agree not to use any information or applications that you have not been authorized to use. Merrill Lynch shall not be liable for any Damages arising from any unauthorized use of your access device or from the installation on your access device of any software not approved by Merrill Lynch. If your access device is lost or stolen, or if your security becomes otherwise compromised, please contact PRO Online Client Services Team immediately.

You are responsible for any and all forms of interaction by electronic means through PRO Online associated with your Security Procedures ("Instruction"), and such Instructions shall be conclusive, final and binding on your part. Instructions shall be subject to applicable federal, state, national and local laws, the regulations of all applicable federal, state, national, local and self-regulatory agencies or authorities, including, but not limited to, the various exchanges and the constitution, rules and customs of the exchange or contract market (and its clearing house, if any) to which an Instruction may relate (collectively, "Applicable Law").

Merrill Lynch is entitled to rely upon the assumption that all Instructions from a user authorized to access PRO Online on behalf of a Firm ("Authorized User") will originate from the country (including state, province or other jurisdiction) that we have associated with such user on our records.

By designating an Authorized User, a Firm represents and warrants that each Instruction is and will be: (a) appropriate in view of such Firm's sophistication, security controls and financial status; (b) in compliance with all Applicable Law; and (c) conducted in accordance with the Firm's applicable governance requirements, and all applicable internal, policies or procedures.

Each Firm agrees to designate one or more persons to be responsible for notifying Merrill Lynch immediately: (a) if the level of Entitled Access granted or available to an Authorized User is not appropriate; or (b) of any changes in Authorized Users or the permissible level of Entitled Access for any Authorized User. No modification or termination of Entitled Access to the Firm or an Authorized User shall invalidate, retract or supersede any Instruction entered into before such modification or termination becomes effective. You agree to hold Merrill Lynch, its directors, officers, employees, agents and consultants (collectively, "Other Persons") harmless and to indemnify Merrill Lynch and all Other Persons against any Damages arising from any Instruction, whether authorized or unauthorized by you. The obligations under this paragraph shall be in addition to, and not a limitation of, any and all obligations arising under Applicable Law and any and all agreements you may have with Merrill Lynch.

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RESERVATION OF RIGHTS

All content and information contained within PRO Online or delivered to you in connection with your use of PRO Online (including all text, data, graphics, audio, video, icons, software code and trade secrets, as well as the overall organization, design, look, feel and appearance of PRO Online) (collectively, "PRO Online Content") is protected, whether or not marked with a notice, under applicable patent, copyright, trademark and other proprietary (including intellectual property) rights, including, U.S. and international copyright laws, both as individual works and as a compilation. Merrill Lynch does not waive any of its proprietary rights in PRO Online or in any PRO Online Content, including copyrights, trademarks and other intellectual property rights. The availability of any PRO Online Content shall not under any circumstance constitute a transfer of any copyrights, trademarks or other intellectual property rights of Merrill Lynch or any of its licensor's to any PRO Online user or any third party.

You may not sell, publish, reproduce, distribute, re-transmit, sublicense, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, modify or change (by use of an html "frame" or otherwise), including postings to newsgroups, mail lists or electronic bulletin boards, any portion of PRO Online or any PRO Online Content without the prior written consent of Merrill Lynch. You may, however, without conveying any broader rights than the rights you are conveyed hereunder, on an occasional and irregular basis, disseminate an insubstantial portion of the information from PRO Online and you may display, store and print data, statistics, views, recommendations, reports, account information or other information received through or in connection with your use of PRO Online, in each case without charge, provided that, in each case, such information is only for your internal business use, is subject to applicable law and regulations, is transmitted to a limited number of individuals within your organization or firm and includes all copyright and other proprietary rights notices in the same form in which the notices appear on PRO Online, with original source attribution, accompanied with the phrase "Used with permission from Merrill Lynch." You shall not remove or obscure any copyright or other notices or legends contained in any information, content or software downloaded from PRO Online.

PRO Online is delivered by means of software and electronic access products or services made available to you by Merrill Lynch and various unaffiliated vendors. By accepting and using such software and electronic access products or services, you agree to the non-exclusive, non-transferable software licenses and service agreements to use, for your internal business purposes only, such software and electronic access services. In certain cases, software licenses and service agreements may appear on screen when you install or sign on to specific applications or download software in order to access specific functionality. Merrill Lynch bears no responsibility or liability for your use of any third party vendor's software, products, services or equipment.

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IMPORTANT TRADEMARK INFORMATION

Click here to review important information regarding Merrill Lynch and non-Merrill Lynch trademarks that are displayed within PRO Online. Such information is incorporated herein by reference and made a part hereof.

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USE OF CALCULATORS AND RELATED TOOLS

PRO Online may contain calculators or similar analytical tools (each a "Calculator," collectively "Calculators") to facilitate your consideration of hypothetical scenarios. The use of Calculators is entirely at your discretion, under your control and at your own risk. Calculators are not intended to replace your own internal business processes for evaluating proposed transactions. Calculators may not reflect analytical models or assumptions actually used by Merrill Lynch or other market participants, and may not be representative of internal valuations employed, or trading decisions made, by Merrill Lynch for its own purposes. Therefore, calculations may not represent fair market values for any instruments. There is no assurance that hypothetical results will be equal to actual performance under any market conditions. Merrill Lynch makes no representation or warranty regarding Calculators, or the appropriateness of calculations obtained by you. Merrill Lynch will not be responsible or liable for any Damages that arise from your use of, or reliance on, a Calculator.

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ONLINE POST TRADE INFORMATION

PRO Online allows authorized users to view online data, including trade history, account allocations and other account data and permits the user to engage in selected analytics with respect thereto, relating to accounts maintained by Merrill Lynch. All account data shown is provided as a convenience and for your information, but is not the official notice or record of a customer's account activity with Merrill Lynch. Your account notices and account statements remain the official form of notice or record. Merrill Lynch does not guarantee delivery of notices or statements through PRO Online, or the completeness of the information provided therein. Therefore, any and all account data provided through PRO Online is subject to adjustment and correction, and should not be relied upon for taking any action without prior confirmation of its accuracy with your Merrill Lynch representative. Merrill Lynch will not be responsible or liable for any Damage that could result from your taking any action without confirming the accuracy of the account data provided via PRO Online.

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COMMUNICATIONS WITH MERRILL LYNCH

Electronic communications or messaging functionality may be provided to you through PRO Online only as a convenience and to enhance communications between you and Merrill Lynch. Because of the current limitations on such communications (such as reliability of delivery, timeliness, security, etc.), you agree that you will use your judgment in utilizing these methods of communication with Merrill Lynch and will not request, authorize or effect any transactions, to send fund transfer instructions or account information or for any other communications that require more formal written authorization in accordance with applicable law or Merrill Lynch policies. Any such requests, orders, or instructions that you send in contravention of the foregoing may not be accepted or processed by Merrill Lynch, and Merrill Lynch will not be responsible for any Damages arising from your requests, orders or instructions not being so accepted or processed.

You acknowledge and agree that Merrill Lynch, in its sole discretion, may monitor and tape record any and all telephone conversations from or to you concerning PRO Online and that such monitoring and recording may be done in the regular course of business. Electronic communications and Instructions transmitted by you onto or via PRO Online, including e-mail, instant messages, SMS messages and clickstream information will be: (a) recorded and archived in accordance with applicable laws and regulations and Merrill Lynch policies; and (b) available for review by Merrill Lynch managers and compliance personnel as well as by regulatory examiners. You agree to hold harmless and to indemnify Merrill Lynch and all Other Persons against any Damages arising from the unauthorized use or misappropriation of any and all information that you so transmit.

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MACHINE READABLE DOWNLOADS

PRO Online may allow you to download on-screen information or reports in machine-readable formats, including Adobe® Portable Document Format (PDF), WinZip, Microsoft ® Excel or CSV. Such downloads may comprise the results of product database searches, indicative pricing information or summary information about your accounts with Merrill Lynch. All downloadable information is provided for your information and convenience, and it is neither an offer to buy or sell at any particular price nor an official statement or record of your account activity with Merrill Lynch. While the information offered in downloadable formats is believed to be accurate when posted, Merrill Lynch does not assume responsibility for the accuracy, completeness or timeliness of such information at any particular time. Indicative pricing information is not suitable for trading and should not be relied on for marking to market product holdings. In all cases, your account statement remains the official record of your account activity with Merrill Lynch. You must not rely upon downloaded data without first confirming its accuracy and completeness with your designated Merrill Lynch representative. Merrill Lynch will not be responsible for any Damages arising from your reliance on any downloaded data provided through PRO Online.

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PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Merrill Lynch respects the intellectual property of others and asks that those posting content to PRO Online do the same. It is the policy of Merrill Lynch to respond expeditiously to claims of intellectual property infringement by promptly processing and investigating notices of alleged infringement and taking appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws.

If you believe that your copyrighted work is accessible on PRO Online in a way that constitutes copyright infringement, you may notify us by providing our Copyright Agent with the following information: (a) the electronic or physical signature of the owner of the copyright or of the person authorized to act on the owner's behalf; (b) identification of the copyrighted work or other intellectual property that you claim is being infringed; (c) identification of the material that you claim is infringing; (d) identification of the URL or other specific location on PRO Online where the material that you claim is infringing is located (please be as specific as possible); (e) your name, address, telephone number, and email address; (f) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (g) a statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Merrill Lynch's Agent for Notice of claims of copyright infringement on PRO Online can be reached as follows (please put "notice of alleged infringement" in the subject line of all such notifications): (a) By mail: Merrill Lynch & Co., Inc., Office of General Counsel, Corporate Law Department, 222 Broadway, 17th floor, New York, NY 10038; (b) By phone: (212) 670-0197; or (c) By email: patrick_romain@ml.com.

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GOVERNING LAW

ALTHOUGH CERTAIN PRODUCTS AVAILABLE ON OR THROUGH PRO ONLINE ARE PROVIDED BY AND AVAILABLE ONLY FROM MERRILL LYNCH AFFILIATES LOCATED OUTSIDE THE U.S., MERRILL LYNCH OPERATES PRO ONLINE IN ITS OFFICES IN THE U.S. THOSE WHO CHOOSE TO ACCESS PRO ONLINE DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THESE TERMS OF USE WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, U.S., WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS.

All areas of PRO Online which are required to be provided to you by a U.S. registered broker-dealer are deemed to be provided to you by Merrill Lynch Professional Clearing Corp., ("MLPro"), its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") or another Merrill Lynch U.S. registered broker-dealer. All transactions executed through PRO Online, which are required to be transacted through a U.S. registered broker-dealer will be transacted through MLPro, MLPF&S or another Merrill Lynch U.S. registered broker-dealer. MLPro and MLPF&S are broker-dealers registered in all 50 states as well as in the District of Columbia, Guam, Puerto Rico and the Virgin Islands, and are members of the New York Stock Exchange, Inc., the National Association of Securities Dealers, Inc. and the Securities Investor Protection Corporation (SIPC).

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INTERPRETATION OF THESE TERMS OF USE; TRANSLATIONS; P3P POLICY

These Terms of Use and any other agreements relating to your use of PRO Online shall be interpreted by reference to the English language versions thereof, even if you were provided with a version of such writing translated into a language other than English. You understand and agree that any and all non-English language translated versions of these Terms of Use and any other agreements relating to your use of PRO Online may not be up to date or exact translations of the English language version, and, even if accepted by you, are intended for convenience purposes only and not as controlling versions of such writings.

Any P3P compact privacy policy ("P3P Policy") posted on PRO Online is posted solely for your convenience. We have used reasonable efforts to ensure that P3P Policies posted on PRO Online conform to PRO Online English language Privacy Statement contained within the Terms of Use ("PRO Online Privacy Statement"). However, any P3P policy has certain limitations you should understand. P3P is, by its nature, merely a high level approximation and/or summary of certain limited aspects of PRO Online Privacy Statement. Moreover, the P3P standard is relatively new and still evolving, and different P3P translators may produce different English language translations of any P3P Policy. As a result, you understand and agree that PRO Online Privacy Statement is the definitive statement of PRO Online privacy policies and practices and that, as between any P3P Policy posted on PRO Online and PRO Online Privacy Statement, PRO Online Privacy Statement shall control on all such issues.

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SEVERABILITY; HEADINGS; USAGE

If any specific term or condition of these Terms of Use is held to be invalid, void or unenforceable, that determination shall not affect the validity of the remaining provisions of these Terms of Use. Headings used in these Terms of Use are for convenience, are not substantive and shall not be used to interpret or construe any of the provisions contained in these Terms of Use. When used in these Terms of Use the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

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PRIVACY STATEMENT

To view our Online Privacy Statement, which is incorporated herein by reference, click here.

By (a) agreeing to the Terms of Use, which include the Online Privacy Statement, or (b) by using PRO Online, and, in either case, providing any personal information that may be required, invited or otherwise collected by us, you freely consent to Merrill Lynch processing your personal information for the purposes set out in the Online Privacy Statement, and you also consent to the transfer of your personal information for such purposes to any Merrill Lynch entity wherever such entity may from time to time be located and to any third parties as described in the Online Privacy Statement.

If you do not wish to have your personal information processed for any or all of such purposes, you should not use PRO Online.

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