TERMS & CONDITIONS

Your access to and use of this website is governed by the following terms of use (the "terms of use"):

EquiLend LLC, EquiLend Europe Limited, and EquiLend Canada Corp. are subsidiaries of EquiLend Holdings LLC (collectively, “EquiLend”). EquiLend LLC is a member of the FINRA and SIPC. EquiLend Europe Limited is authorized and regulated by the Financial Conduct Authority. EquiLend Canada Corp. is authorized and regulated by IIROC. All services offered by EquiLend are offered through EquiLend LLC, EquiLend Europe Limited, and EquiLend Canada Corp. EquiLend and the EquiLend mark are protected in the United States and in countries throughout the world. © 2001-2013 EquiLend Holdings LLC. All Rights Reserved. www.finra.org

Access; Binding Agreement:

User acknowledges and agrees that the use of the website, www.EquiLend.com, including any and all information, statements, materials, articles, research, data, software, links to third party websites, products and services made available on or accessible through this website (collectively, "Content", and together with this website, the "Site"), is conditioned on User's adherence to the following terms and conditions (the "Terms of Use") and that such acceptance creates a valid and binding contract between the user ("User") and EquiLend LLC ("EquiLend"). The Terms of Use are in addition to the terms of any other user, participant or other agreement User may have with EquiLend or its affiliates and are not intended to modify or supersede the terms of such agreement, which agreement, in the event of any conflicting terms, will govern. By using the Site and the Content, User further agrees: (a) to comply with U.S. law regarding the transmission of any information through the Site; (b) not to use the Site for illegal purposes; and (c) not to interfere with, trespass on or disrupt the networks or computers and equipment connected to the Site. If, at any time, User does not wish to accept the Terms of Use, User must discontinue use of the Site and any Content obtained from the Site.

The Site or any portion thereof is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject EquiLend, its affiliates, directors, officers or employees to any registration or licensing requirement within such jurisdiction or country where it is not already so registered.

Users in the United Kingdom:

EquiLend Europe Limited is a company registered in England and Wales with Company Number 0408698, whose address is EquiLend Europe Limited, c/o Hackwood Securities Limited, One Silk Street, London EC2Y 8HQ.

The promotion of investments and investment services in the United Kingdom is restricted by Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). The Site and the Content are directed at persons ("Relevant Persons") who are (a) persons having professional experience relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Financial Promotion Order") or (b) high net worth entities and other persons falling within Article 49 of the Financial Promotion Order or (c) other persons to whom it may be communicated without contravention of Section 21 of the FSMA. The services provided by EquiLend are available in the United Kingdom only to authorised persons (as defined in the FSMA) or high net worth entities falling within (b) above and other persons should not act or rely on the Content. The investments and investment services which are made available on or accessible through the Site are available only to Relevant Persons and other persons should not act or rely on the Content.

Users in Canada:

EquiLend Canada Corp. (Member Canadian Investor Protection Fund)

No Offer, Solicitation or Recommendation:

The fact that EquiLend has made or may make Content available on or accessible through the Site does not constitute a representation by EquiLend that any such Content is suitable or appropriate for User. The Content is for User's private information, and EquiLend is not soliciting any action based on it. The Content is not to be construed as a recommendation or an offer to buy, sell, lend or borrow, or the solicitation of an offer to buy, sell, lend or borrow, or to enter into any transaction in respect of, any security, financial product or other instrument. Although the information contained in the Content is obtained or compiled from or based upon information that EquiLend considers reliable, EquiLend does not represent that such information is accurate, current or complete. EquiLend does not undertake to advise User of changes in any of the Content, and User should note the date of publication of each component of the Content. User acknowledges that: (a) the Site is provided for informational purposes only; (b) the Site may include information taken from third-party sources; and (c) any reliance on any portion of the Content shall be at User's sole risk. The Content may not be used for any illegal purpose or in any manner inconsistent with the Terms of Use. The Content may not be used in any manner that would subject EquiLend or its affiliates to any registration requirements in any jurisdiction or country. User may not display any Content in any way that creates a misimpression or likelihood of confusion that such Data is from any source other than EquiLend.

Legal, Tax and Other Considerations:

User acknowledges that none of the Content made available on or through the Site constitutes business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or other advice. User further acknowledge that certain legal and tax considerations, margin requirements, fees and other transaction costs may significantly affect the economic consequences of the transactions effected by User on or through the Site, and User should review such requirements and costs carefully with User's business, legal, tax, accounting and other advisors.

Participation in Other Transactions:

EquiLend, its affiliates and other participants may participate or invest in financing transactions with the issuers of the securities or other financial instruments referenced in the Site, perform investment or commercial banking or other services for or solicit business from such issuers, and/or have a position or effect transactions or make markets in such securities or other financial instruments or products.

Intellectual Property:

The Site, including the Content, is owned by EquiLend or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, and other intellectual property laws of the United States and other countries as well as by international treaties and conventions. Third-party trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Site are registered and unregistered service marks and trademarks of EquiLend. The Site is further protected as a collective work and/or compilation under U.S. copyright and other laws, treaties and conventions. Using, copying, or storing any portion of the Site for other than personal, noncommercial use without the prior written consent of EquiLend or the relevant licensor is expressly prohibited. User will not copy, modify, sell, display, distribute, publish, transmit or otherwise disseminate the Site, or any portion thereof, to others. User agrees to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content. Unauthorized use of the Site or the Content may violate applicable copyright, trademark, misappropriation or other intellectual property laws or other laws.

Disclaimer of Warranties:

The site, including the content, is provided "as is." EquiLend, its affiliates and licensors, and their officers, directors, and employees (collectively, the "EquiLend parties"), make no representations or warranties of any kind whatsoever, express or implied, including warranties of merchantability, fitness for a particular purpose, title or non-infringement, as to the site or any portion thereof or relating to any breach of security associated with the transmission of sensitive information through the site or any linked site. The EquiLend parties have no responsibility to maintain the site or any portion thereof or to supply any corrections, updates, or releases thereto. The EquiLend parties do not warrant that the site or any portion thereof will be uninterrupted or error free, that defects will be corrected, that the site or the server on which it is hosted is free of viruses or other harmful components or that the site or any software therein is compatible with user's equipment. Availability of the site is subject to change without notice.

Limitation of Liability:

Under no circumstances shall the EquiLend parties have any liability to user or to any other person for the quality, accuracy, timeliness, continued availability or completeness of the site or any portion thereof. In no event will the EquiLend parties be liable for any indirect, special, incidental, consequential, punitive or exemplary damages that user or any other person may incur in connection with user's ability or inability to use the site, or any portion thereof, or interruption of service, including but not limited to, delays or interruption of internet or network services not operated or controlled by EquiLend, or omissions or inaccuracies in such information or materials, even if advised of the possibility of such damages including, without limitation, lost profits and loss of revenue, even if any of the EquiLend parties has been advised of the possibility of such damages.

Links to or From Third Party Websites:

The Site may contain links to certain Internet sites sponsored and maintained by third parties. These Internet sites are not under the control of EquiLend. In addition, third party sites may contain links to the Site. EquiLend is not responsible or liable for, and makes no representations or warranties, concerning the content of any such third party sites. The fact that EquiLend has provided a link to a third party site, or that a third party site has provided a link to the Site, does not constitute an endorsement, authorization, sponsorship, or affiliation by EquiLend with respect to that site, its owners, or its providers and User accesses that site and any services or information provided therein at User's own risk. EquiLend is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services or content found on any of the linked sites, including appropriateness of any products, services or transactions described therein.

Indemnification:

User agrees to indemnify the EquiLend Parties from and against any and all losses, liabilities, judgments, fines, settlements, damages and costs (including attorneys' fees and disbursements) resulting from or arising out of any suits, actions, claims, demands, investigations, hearings or similar proceedings (collectively, "Proceedings") to the extent such Proceedings are based on or result from User's ability or inability to use, the Site or any portion thereof, or any data, information, service, report, analysis or publication User derives there from.

Computer Viruses:

EquiLend shall not be liable for any harm caused by the transmission through access or use of the Site of a computer virus or other electronically transmitted code or programming device that might be used to access, damage, modify, delete, corrupt, disable, disrupt or otherwise impede in any manner the operation of the Site or the information contained herein, or any of User's hardware, software, data or property. Further, User will not introduce into the Site any code, malicious or hidden procedures, routines or mechanisms that would permit other users access to the Site or to enable or impair its operation (sometimes referred to as "viruses," "traps," "access codes" or "trap door devices"), nor will User access the Site to gain any unauthorized access to any computer system operated by EquiLend or any of its affiliates.

Termination and Modifications to Terms of Use:

EquiLend reserves the right without notice, at its sole discretion, to terminate, change, modify, add or remove any portion of these Terms of Use, in whole or in part, or to charge fees for access to portions of the Site or the Site as a whole. Please continue to review these Terms of Use whenever accessing or using the Site. User's use of the Site after the posting of changes, modifications, additions or deletions to these Terms of Use will constitute User's acceptance of these Terms of Use, as modified. EquiLend may modify these Terms of Use from time to time; accordingly, User agrees to periodically review the Terms of Use when accessing the Site or viewing the Content for updates that may affect User's rights and responsibilities, and to be bound by any such modifications as of the date such modifications are first posted to the Web Site. EquiLend expressly rejects any terms and conditions proposed by User which are in addition to or which conflict with the terms and conditions herein and such proposed terms and conditions shall be of no force or effect.

Governing Law; Severability:

Any dispute, controversy or claim arising out of or related to the Site or these Terms of Use shall be governed by and interpreted under the laws of the State of New York (excluding any rules of law that would lead to the application of the laws of any other jurisdiction). User agrees to submit to the jurisdiction of the state and federal courts in New York County in the State of New York in respect of litigation arising out of or related to User's use of the Site or with respect to these Terms of Use, waiving all affirmative and legal defenses in respect of jurisdiction, forum and venue. If any provision of these Terms of Use is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.

Confidentiality and Use of Personal Information:

EquiLend will endeavor to maintain the confidentiality of personal information User provides in connection with the use of the Site and the services provided herein. Nonetheless, User acknowledges and agrees that any such information that is sent via the Internet may not be protected and there can be no assurance that such information will remain confidential. In addition, User acknowledges and agrees that, subject to applicable law, EquiLend may disclose User's name and other personal information about User to its employees, representatives, officers, directors, agents and affiliates, or to any governmental or regulatory authority or self-regulatory organization, or to any third party service provider, (i) in connection with the offering, maintenance or administration of the Site or the services provided herein, (ii) to comply with applicable laws, rules, orders, subpoenas or requests for information by governmental or regulatory authorities or self-regulatory organizations, or (iii) for any other purpose described in any other user, participant or other agreement you may have with EquiLend or its affiliates or in EquiLend's "Privacy Statement", which follows.



PRIVACY POLICY

EquiLend Holdings LLC ("EquiLend") will endeavor to store personal information transmitted by you in connection with your use of the EquiLend website (the "Site") in a secure environment that is suitable to the types of information being processed. Access to this information is restricted to personnel who have a need to know such information in order to provide you the products and services presented on or accessed via the Site or who otherwise need to utilize this information in accordance with the provisions of this Privacy Policy. (References to "you" and "your" are references to you and/or your employer, as appropriate in the context.)

Information which may be collected:

In order to access certain portions of the Site, EquiLend may require you to provide certain personal information, including your name, employer, title, telephone number and e-mail address. Without this required data, we may not be able to proceed with your request, instructions or other requirements.

While you are within the Site our Web servers may recognize, among other things, your: (a) domain name; (b) ISP's domain name; (c) IP address; (d) browser type; and (e) operating system.

We may also record certain "clickstream" information regarding your activity within the Site (including, for example, which pages you view when accessing the Site). Additionally, telephone conversations and electronic communications, such as e-mails and instant messaging, between you and EquiLend in connection with your use of the Site may be recorded.

While you are within the Site, our Web servers may also place cookies on your computer in order to recognize you as an EquiLend Site user, to track your use of EquiLend products and services and your acceptance of terms of use, disclaimers and similar matters.

How your information may be used by EquiLend:

Information collected from you and recorded about you in connection with your use of the Site, including all clickstream information, telephone conversations and electronic communications, may be retained by EquiLend and associated with your name and other information collected about you by EquiLend.

Such information may be used by EquiLend or its agents: (a) in order to allow us to provide you with the products and services included within or accessible from the Site; (b) in order for us to provide you with access to or from other Web sites or services which contain additional, and sometimes co-mingled products and services; (c) for system development purposes, (d) in connection with any user or customer agreement ("User Agreement") between you and EquiLend LLC or as otherwise agreed by you; (e) in connection with our client management systems; and (f) to satisfy legal and regulatory compliance requirements (collectively, "permitted uses").

To whom and where information may be disclosed:

We may transfer or disclose your personal information to other entities as contemplated by the permitted uses. For instance, we may disclose your personal information to our agents or other third parties who are contracted to perform services on behalf of EquiLend, such as those who assist EquiLend in bringing you the Site and providing you with certain services, features and functionality included within or accessible via the Site. EquiLend or its affiliates may also be required to disclose your personal information to governmental or regulatory authorities or self-regulatory organizations in response to regulatory inquiries or to comply with applicable laws, rules, regulations, orders, subpoenas or other legal processes.

EquiLend may provide or license to third parties trading or other data reflecting, for example, the activity of users of the Site or the use of products or services offered, but EquiLend will not identify you as the source of such data.

Consent:

By using the Site and providing any information that may be required, invited or otherwise collected by us as set out above, you freely consent to EquiLend and its affiliates using your information or disclosing your information to third parties for the purposes set out herein.

Revisions to this Privacy Policy:

EquiLend may revise this Privacy Policy at any time at its sole discretion, and you should review this Privacy Policy whenever accessing or using the Site. Your use of the Site after the posting of any such revisions to the Privacy Policy will constitute your acceptance of such revisions.

How to Contact Us:

Should you have any questions or concerns about the information we hold about you, or if you want to withdraw your consent, please contact us at support@equilend.com and put "Privacy Policy" in the subject line.

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