1.1 In these Terms: Rabobank. From: Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. (trading as Rabobank International) 2I January 2014

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1 From: Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. (trading as Rabobank International) 2I January 2014 Dear Client Re: EMIR Terms for Over-the-counter (OTC) derivative contracts We høve prevíously entered into uncleared OTC derívative transøctions wìth you. Wíthout prejudice to, ønd in addítíon to, the terms of such exßtíng transøctíons and/or any master agreementt (a "Master Agreement")) thøt governs such trønsactions, we require that you sígn these Terms which will apply to our OTC derivøtíve trsding reløtionshíp going forwørd By acceptíng these Terms you agree to the terms øs set out herein from and including the date of such øcceptønce ønd you agree that any addítíonal provßíon, condítion or límitation whích you purport to mske to these Terms wíthout our wrítten agreement shall be null ønd void ín its entirety. 1.1 In these Terms: "Bank" means us. ' Being without any limitation a 7992 or 2002 ISDA Master Agreement, an Emissions Trading Master Agreement (as published by IETA), a European Master Agreement (as published by the EBF), a Convention Cadre relative aux Operations sur Instruments Financiers à Terme, a Deutsche Ländervertrag, a Deutsche Rahmenvertrag für Finanztermingeschäfte, a Contrato Marco de Operationes Financieras (CMOF), and the Overeenkomst Financiële Derivaten and Algemene Voorwaarden voor Financiële Derivaten (as used by Rabobank) and any Dutch general conditions and agreements in respect of OTC derivative transactions.

2 "Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the principal place of business of the Bank and the principal place of business of the Client. "Client" means you. "Dispute Resolution Rules" means the dispute resolution provisions for OTC derivative transactions set out in Article 11(1Xb) of EMIR as elaborated in RTS 149, as the same may be amended or re-enacted from time to time. "EMIR" means Regulation (EU) No of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories, as amended or re-enacted from time to time. "EMIR Legislation" means EMIR and any delegated or implementing acts (including without limitation any regulatory technical standards or implementing technical standards) made under or pursuant to EMIR, as the same may be amended or reenacted from time to time. "lts 1247" means the Commission Implementing Regulation (EU) No of 19 December 2012 and published 2I December 2012 in the Official Joumal of the European Union (as amended or re-enacted from time to time). "Key Terms" means with respect to a Relevant Transaction such key terms as the Bank may reasonably determine from time to time andlor that follow from the Portfolio Reconciliation Rules. "OTC Transaction" means any "OTC derivative" or "OTC derivative contract" as defined in Article 2(7) of EMIR to which the Bank and the Client are both parties. "parties" means the Bank and the Client, and "party" means either one of them. "Portfolio Reconciliation Rules" means the portfolio reconciliation provisions for OTC derivative transactions set out in Article 11(1Xb) of EMIR as elaborated in RTS 149, as the same may be amended or re-enacted from time to time. "Relevant Transaction" means any OTC Transaction (a) subject to the Portfolio Reconciliation Rules, the Timely Conhrmation Rules, the Reporting Rules and/or the Dispute Resolution Rules (as the case may be) and (b) not a derivative traded on a regulated market, a multilateral trading facility or similar venue regardless of its location and (c) falls within the scope of the EMIR Legislation. "Reporting Rules" means the reporting provisions for Relevant Transactions, outstanding disputes and unconfirmed transactions as set out in or following from the EMIR Legislation (and in particular RTS 148 and ITS 1247). 2

3 "RTS 148" means the Commission Delegated Regulation (EU) No of 19 December 2012 and published on 23 February 2013 in the Ofhcial Journal of the European Union (as the same may be amended or re-enacted from time to time). "RTS 149" means the Commission Delegated Regulation (EU) No of 19 December 2012 and published on 23 February 2013 in the Official Journal of the European Union (as the same may be amended or re-enacted from time to time). "Timely Confirmation Rules" means the timely confirmation provisions for OTC derivative transactions set out in Article 11(1)(a) of EMIR as elaborated in RTS 149 (as the same may be amended or re-enacted from time to time). "Trade Repository" means a legal entity selected by the Bank from time to time that centrally collects and maintains the records of derivatives transactions and is registered or recognized in accordance with the EMIR Legislation andlor one or more systems or services operated by any such legal person, or in the absence of such a legal entity, the European Securities Markets Authority (ESMA). t r All words and expressions in these Terms which are not otherwise dehned herein shall have the same meaning as in the EMIR Legislation. If any provision of these Terms is held to be illegal, void, invalid or unenforceable under the laws of any relevant jurisdiction, the legality, validity and enforceability of the remainder of the Terms in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of these Terms will not be affected in any other jurisdiction. These Terms supplement and do not amend, modify or vary the terms of any OTC Transaction or any Master Agreement between the Client and the Bank that governs the execution of OTC Transactions. Subject to paragraph 1.5, the requirements of these Terms shall prevail and the parties agree that they shall comply with these Terms. If both parties have entered into (or are bound by) or at any time hereafter enter into (or become bound by) an agreement, protocol or other document (including but not limited to an ISDA Protocol or an ISDA Credit Support Annex) that also deals with (part of) the Dispute Resolution Rules, the Portfolio Reconciliation Rules, the Reporting Rules and/or the Timely Confirmation Rules in relation to the Relevant Transactions, and there is a conflict between the terms of that agreement, protocol or other document and these Terms, then the terms of such agreement, protocol or other document shall prevail. J

4 2. CLIENT REPRESENTATION AND COVENANT 2.1 The Client represents and warrants on the date of acceptance of these Terms and on each date on which the Client enters into a Relevant Transaction that it is: a non-financial counterparty as defined in Article 2(9) of EMIR that is below the clearing threshold as referred to in Article 10(1) of EMIR;and in compliance with its obligations under the EMIR Legislation. 2.2 z.j The Client must notifi'the Bank immediately in writing upon becoming aware that any representation in paragraph 2 is or will become incorrect or misleading and/or of any change in its classification under the EMIR Legislation, providing all relevant details as well as such other information as the Bank may require, acting reasonably and in good faith. The Client undertakes that, when it becomes aware that the representation in paragraph 2 is or will become incorrect or misleading, it shall take such actions as may be required to ensure that it will continue to comply with the EMIR Legislation. 2.4 Following the notification made under paragraph 2.2, the Bank can demand that the Client takes such measures as the Bank may reasonably require to ensure that it and the Bank are compliant with the EMIR Legislation and/or that the position (financial or otherwise) of the Bank is not adversely affected as a result of the representation set out in paragraph 2 not being or ceasing to be correct. The Client shall bear its own costs and expenses that are (to be) made in connection with the measures (including those reasonably made by or on behalf of the Bank). The Client shall further compensate the Bank for any adverse financial consequences which the Bank may reasonably suffer (determined by the Bank in good faith and in a commercially reasonable manner) as a result of the representation set out in paragraph 2 not being or ceasing to be correct (including compensation for additional or increased costs to the Bank or a reduced rate of return on the capital of the Bank). J. TIMELY CONFIRMATION PROCEDURE 3.1 Unless otherwise agreed in writing between the Bank and the Client, where the Bank enters into any Relevant Transaction for the purposes of the Timely Confirmation Rules: the Bank will provide the Client a confirmation setting out or incorporating by reference or otherwise all the terms of the contract as soon as reasonably practicable, and in any case before the relevant confirmation deadline determined in accordance with the Timely Confirmation Rules (the "Confirmation Deadline"); 4

5 3.1.2 the Client must notify the Bank, as soon as possible and in any event by the Confirmation Deadline, if it does not agree with the confirmation and notify the Bank of the reasons for its disagreement; and the Client will be deemed to have agreed to the confirmation if the Bank has not received notification of the Client's disagreement by the Confirmation Deadline. 3.2 If the Bank has sent the conf,rrmation setting out or incorporating by reference or otherwise all the terms of the contract after the relevant Confirmation Deadline, the Client will be deemed to have agreed to the conhrmation if the Bank has not received notification of the Client's disagreement within three (3) working days after receipt of the confirmation by the Client. J.J The parties agree that a failure by the Bank or the Client to comply with the provisions of paragraph 3.1 shall not invalidate any Relevant Transaction. 4. PORTFOLIO RECONCILIATION 4.r Unless otherwise agreed in writing between the Bank and the Client, in order to comply with the Portfolio Reconciliation Rules: the Bank will provide to the Client with the frequency (as determined in accordance with the Portfolio Reconciliation Rules) that applies to the Client and the Key Terms of each Relevant Transaction as well as the actual date of reconciliation; if the Client identifies one or more discrepancies which the Client determines, acting reasonably and in good faith, are material to the rights and obligations of the parties in respect of one or more Relevant Transaction(s), the Client will notify the Bank as soon as reasonably practicable and the parties will consult with each other in an attempt to resolve such discrepancies in a timely manner; and if the Client does not notify the Bank that the Key Terms contain discrepancies by the f,rfth (5th "nusiness Day following the date on which it received (or was deemed to have received) the Key Terms from the Bank, the Client will be deemed to have conhrmed the correctness of such Key Terms at that date. 5

6 5. DISPUTE IDENTIFICATION AND RESOLUTION PROCEDURE 5.1 Unless the parties have (in whole or in part) agreed that a different dispute resolution procedure applies in relation to the Relevant Transaction(s) (such as, without limitation, in any Master Agreement or credit support documentation), the parties agree to use the following procedure to identify and resolve any dispute between them either party may identify such a dispute by sending a notice which in the reasonable opinion of either or both of the parties is required to be subject to the dispute resolution procedure pursuant to the Dispute Resolution Rules: by (or any other means as agreed between the parties from time to time) to the other party which states that it is a dispute notice for the purposes of this paragraph 5.1 and which sets out in reasonable detail the issue (including, without limitation, the Relevant Transaction(s) to which the issue relates); on and following the date on which a notice referred to in paragraph is received by the other party (save that it with respect to a dispute, both parties deliver such a notice, the date on which the first in time of such notices are received), the parties will consult in good faith to resolve the dispute in a timely manner, including, without limitation, exchanging any relevant information, and by identifying and using any other process agreed between the parties in respect of such a dispute which can be applied to the subject of the dispute or, where no such agreed process exists or the parties agree that such agreed process would be unsuitable, determining and applying a resolution method for the dispute (including arbitration or binding advice); and with respect to any dispute that is not resolved within five Business Days after the notice set out inparcgraph is received by the relevant party, escalate issues internally to appropriately senior members of staff in addition to actions under Each party agrees that it will have internal procedures and processes in place to record and monitor any dispute for as long as the dispute remains outstanding (without prejudice to any longer retention period as may be required by applicable law or regulation). 6. REPORTING 6.1 The Client shall provide to the Bank promptly upon request all information that the Bank reasonably considers necessary in order to comply with its reporting obligations pursuant to the Reporting Rules. 6.2 The Bank will not report Relevant Transactions on the Client's behalf except if these Terms and a Client Reporting Service Agreement (in the form as provided by the Bank) have been executed by the Client, retumed to the Bank and signed for acceptance by the Bank. 6

7 6.3 If available in the Client's jurisdiction at the time of executing these Terms, the Client must obtain a temporary or final legal entity identifier ("LEI") and provide this to the Bank by inserting this information on the signature page hereof.'if a LEI becomes available in the Client's jurisdiction only after the Client executes these Terms, the Client shall provide the Bank with its LEI as soon as possible after it has become available. 6.4 Unless otherwise agreed between the Bank and the Client, the Client agrees to use the Bank's unique transaction identifier in connection with its reporting obligations under the Reporting Rules in relation to OTC Transactions. 7. NEW, SUPPLEMENTAL OR AMENDED EMIR OBLIGATIONS 7.r The parties recognise that the EMIR Legislation can from time to time impose new obligations or supplemental obligations on the parties in connection with the OTC Transactions, including (but not limited to) margin requirements andlor may amend existing obligations (such additional andlor amended obligations, the "Additional EMIR Obligations"). 7.2 The Client agrees that the Bank may change these Terms (including, for the avoidance of doubt, changes which have a material impact on the Client and impose material additional obligations on the Client) if the Bank, acting reasonably and in good faith, considers such changes necessary in order to comply with the EMIR Legislation in force or which is anticipated to come into force, from time to time. Any such changes shall be effective from and including the date the Bank provides the Client written notice of the relevant changes (the "Additional Requirements"). 7.3 If the Bank does not notify the Client of any Additional Requirements, this does not affect the Client's obligation to ensure that it and/or the OTC Transactions comply with any Additional EMIR Obligations and with the EMIR Legislation more generally. 8. CONFIDENTIALITY \ilaiver 8.1 Notwithstanding anything to the contrary in any non-disclosure, confidentiality or other agreement between the parties, each party hereby consents to the disclosure by the other party of information: to the extent required or permitted under the Reporting Rules or any other rules, orders or directives following from the EMIR Legislation or any other regulations which mandate reporting andlor retention of transaction information and similar information; or 2 Please use the following hyperlink for more information on obtaining a LEI: 7

8 8.1.2 to and between the other party's head office, branches or affiliates, or to any persons or entities who provide services to the Client, the Bank or the Client and the Bank jointly in connection with such Reporting Rules. 8.2 For the avoidance of doubt to the extent that applicable non-disclosure, confidentiality, bank secrecy, data privacy or other laws impose non-disclosure requirements on transaction and similar information required or permitted to be disclosed as contemplated herein but permits apafty to waive such requirements by consent, the consents and acknowledgements provided herein shall be a consent by the relevant party for purposes of such law; and each party acknowledges and agrees that its consent overrides and otherwise voids, with respect to the disclosure under paragraph 8.1, any existing privacy or confidentiality obligation of such party. 8.3 Each party represents and warrants that any third party to whom it owes a duty of confidence or whose consent or approval is required under the terms of any agreement in respect of the information disclosed to the other party has consented or given its approval to the disclosure of that information. 8.4 Each party further agrees and acknowledges that: disclosures made pursuant to this paragraph 8 may include, without limitation, the disclosure of trade information and pricing data (such as, inter alia, the other party's identity) to any Trade Repository, one or more systems or services operated by any Trade Repository or any national regulators and that such disclosures could result in such trade information and pricing data becoming available to the public or such regulators; for purposes of complying with regulatory reporting obligations, the other party may engage the services of a third party service provider or an entity that is affiliated with such other party to transfer trade information into a Trade Repository and that a Trade Repository may engage the services of a global trade repository regulated by one or more governmental regulators; and disclosures made pursuant to these Terms may be made to recipients in a jurisdiction other than that of the other party, including a jurisdiction that may not necessarily provide an equivalent or adequate level of protection for personal data as the other party's home jurisdiction. 8

9 9. INDEMNITY AND SET OFF Without prejudice and in addition to paragraph 2.4, the Client agrees with and undertakes to the Bank to indemnify the Bank against and to hold the Bank harmless from, any reasonable (determined by the Bank in good faith and in a commercially reasonable manner) damages, expenses, costs, and other liabilities (for the avoidance of doubt, including VAT and other taxes as well as any reasonable internal and external legal costs and expenses) that the Bank may suffer or incur as a result of the representation and warranty set out in paragraph 2 being incorrect or incomplete, or as a result of a failure by the Client to comply with any of its obligations under these Terms or the EMIR Legislation, unless such damages, expenses, costs and other liabilities are due solely to the Bank's gross negligence, willful default or fraud. The Bank shall at all times be entitled to set off all and any debts receivable by the Bank from the Client hereunder, whether or not due and payable and whether or not contingent, against any debts owed by the Bank to the Client, whether due and payable or not, regardless of the currency in which such debts are denominated. If, however the Client's debt to the Bank or the Bank's debt to the Client is not yet due and payable - and provided that the Client's debt and the Bank's debt are expressed in the same currency - the Bank shall not exercise its right of set-off except in the event of an attachment being levied upon the Bank's debt to the Client or recovery being sought from such debt in any other way, or in the event that a restricted right is created thereon or the Client assigns the Bank's debt to a third party (other than under universal title), or the Client is declared bankrupt, or has entered into a moratorium of payments or another insolvency regulation or statutory debt repayment arrangement applies to the Client. The Bank shall for this purpose be entitled to convert any amount denominated in a cuffency other than EUR (the "Base Currency") into the Base Currency at the prevailing rate of exchange at the time of conversion (as determined by the Bank acting in good faith and in a reasonable manner). 10. NOTICES A notice under or in connection with these Terms (a "Notice") shall be in writing, in the English language and shall be sent by to the party due to receive the Notice as follows: (Ð if sent to the Bank: (A) for the purpose of general questions/notices to: EMlR@Rabobank.com (B) for the purpose of disputes in respect of portfolio reconciliation to: PortfolioRec. Disputes@rabobank. com (C) for the purpose of disputes in respect of timely confirmation to: UTFXMM@rabobank.com in respect of forward exchange transactions (including non-deliverable forwards) and to DerivativesSalesSupport@rabobank.com in respect of any other transactions. 9

10 (ið if sent to the Client: to the address provided by the Client in on the signature page or if the Client has not provided such details the address provided to the Bank in connection with the relevant OTC Transaction(s), or to another address specified by that party by not less than seven days' written notice to the other party LA\il AND JURISDICTION These Terms and any non-contractual obligations arising out of or in connection with these Terms are governed by (a) the same law that governs the Master Agreement, if any, under which the OTC Transactions are entered into or, (b) if the OTC Transactions are not entered into under a Master Agreement, English law. li.2 The parties hereto agree that the dispute settlement procedure that applies to the OTC Transactions (including those included in the Master Agreement, if any) shall also apply to any dispute which arise out of or in connection with these Terms, provided that if the terms of the OTC Transactions provide for more than one dispute settlement procedure or if the OTC Transactions do not provide for a dispute settlement procedure, any dispute which arise out of or in connection with these Terms shall be brought before the competent court in Amsterdam, The Netherlands. Please sign these Terms where indicated below and retum the document by to the following address : emir.documentation@rn.rabobank.nl Yours faithfully, ON BEHALF OF THE BANK Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International) Name: Name: V/^ Jàzzb,' ùøtt14 (qt zc/ 10

11 I/ We agree to these Terms BLOCK A Signed by duly authorised representatives for and on behalf of 1. Full legal name I 2. Signature 3. Name 4. Position at company lentity And 5. Signature 6. Name 7. Position at companylentity 8. Date 9. LEI 3 Insert name of company/entity BLOCK B Contact details for the purpose of Clause l0 (Notices): Address Contact details for the purpose of Portfolio Reconciliation / Portfolio overview access o 3. Name recipient: 4. address recipient: a The Portfolio Reconciliation / overview process will replace the existing process of Mtm valuations you curently (might) receive on a regular basis. So please frll in the add ess(es) of people who need to have access to the portfolio overviews and Mtm valuations. ll

12 t2 Rabobank