SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

W. P. Carey Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92936U109

(CUSIP Number)

Estate of Wm. Polk Carey

c/o James Sligar, Esq.

Milbank, Tweed, Hadley and McCloy LLP

New York, New York 10005

(212) 530-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.92936U109

1	NAMES OF REPORTING PERSONS. The Estate of Wm. Polk Carey, Deceased
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     OO and PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     10,699,484
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER     10,699,484
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,699,484
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     15.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

⁽¹⁾  Based on the Form 10-Q filed on November 8, 2012 by W. P. Carey Inc., there were 68,873,002 shares of W. P. Carey Inc. Common Stock outstanding as of November 2, 2012.

This Amendment No. 5 is being filed by the Estate of Mr. Wm. Polk Carey (the “Estate” or the “Reporting Person”) and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2011 (as amended on January 31, 2012, March 16, 2012, August 3, 2012, and October 10, 2012, the “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of W. P. Carey Inc., a Maryland corporation (the “Company”). Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Unless otherwise indicated, terms used but not defined in this Amendment No. 5 shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 (a) and (b) is amended as follows:

(a) The Estate directly owns 3,579,052 shares of Common Stock, which represents 5.2% of all outstanding shares of Common Stock, and indirectly owns, through Wm. Polk Carey Estate, LLC, a New York limited liability company wholly owned by the Estate, 7,114,735 shares of Common Stock, which represents 10.3% of all outstanding shares of Common Stock. The Estate also beneficially owns 5,697 shares of Common Stock that the Estate has the right to acquire through the exercise of share options within the next sixty (60) days. As a result, the Estate is deemed to beneficially own 10,699,484 shares of Common Stock, which represents 15.5% of all outstanding shares of Common Stock. The preceding percentage ownership calculations are based on 68,873,002 shares of Common Stock outstanding as reported on the Form 10-Q filed on November 8, 2012 by W. P. Carey Inc.

(b) The Estate has the sole power to vote 10,699,484 shares of Common Stock and the sole power to dispose of 10,699,484 shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

On December 19, 2012, the Estate and Wm. Polk Carey Estate, LLC, a New York limited liability company (“WPCE LLC”), entered into a demand promissory note (“Demand Promissory Note”) with Credit Suisse AG, New York Branch (“CSNY”) as lender, pursuant to which the Estate and WPCE LLC may borrow a maximum amount of Thirty Million Dollars ($30,000,000), the repayment of which is secured by a pledge of 2,000,000 shares of Common Stock owned by WPCE LLC. In connection with such pledge, WPCE LLC entered into a security and pledge agreement (“Security and Pledge Agreement”) with CSNY, and securities account sole control agreement (“Securities Account Sole Control Agreement”) with CSNY, Credit Suisse Securities (USA) LLC and Pershing LLC. The foregoing is qualified in its entirety by reference to the Security and Pledge Agreement filed as Exhibit D to this amended Schedule 13D and the Securities Account Sole Control Agreement filed as Exhibit E to this amended Schedule 13D, each of which is incorporated by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit D: Security and Pledge Agreement, dated as of December 19, 2012, by and among Wm. Polk Carey Estate, LLC and Credit Suisse AG, New York Branch.

Exhibit E: Securities Account Sole Control Agreement, dated as of December 19, 2012, by and among Wm. Polk Carey Estate, LLC, Credit Suisse AG, New York Branch, Credit Suisse Securities (USA) LLC and Pershing LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2012

By:	/s/ Jan F. Kärst
Name:	Jan F. Kärst
Title:	Executor
By:	/s/ H. Augustus Carey
Name:	H. Augustus Carey
Title:	Executor

Exhibit Index

Exhibit No.	Exhibit Name
D	Security and Pledge Agreement, dated as of December 19, 2012, by and among Wm. Polk Carey Estate, LLC and Credit Suisse AG, New York Branch.
E	Securities Account Sole Control Agreement, dated as of December 19, 2012, by and among Wm. Polk Carey Estate, LLC, Credit Suisse AG, New York Branch, Credit Suisse Securities (USA) LLC and Pershing LLC.

EX-99.D

Exhibit D

Security and Pledge Agreement

Dated as of: December 19, 2012

Loan Party information:
Borrower name(s):	Estate of William Polk Carey and Wm. Polk Carey Estate, LLC (“Borrower”)
Information about the Borrower(s), including notice details:	See “Borrower Information” in the Note (as defined below)
Pledgor name(s):	Wm. Polk Carey Estate, LLC (“Pledgor”)
Information about the Pledgor(s), including notice details:	See “Pledgor Information” in the Note

Note information:
Description of the Note:	Demand Promissory Note, dated as of the date hereof, executed by Borrower in favor of Credit Suisse AG, acting through its New York Branch (or any other branch or office thereof) and any Affiliates thereof (collectively, “Lender”) (as amended, supplemented or otherwise modified from time to time, the “Note”)

This Security and Pledge Agreement (this “Agreement”) sets forth the agreement among each Pledgor party hereto (individually and/or collectively, “Pledgor”) and Lender. If there are multiple Pledgors, each reference to “Pledgor” herein shall be a reference to each Pledgor individually and to all Pledgors collectively, as the context may require, and each Pledgor shall be jointly and severally liable for all obligations under this Agreement and the other Loan Documents. If there are multiple Notes, each reference to “the Note” herein shall be a reference to each Note individually and to all Notes, collectively, as the context may require. Capitalized terms used herein and not otherwise defined herein having the meanings set forth in the Note.

In consideration of loans, advances, overdrafts, letters of credit, and all other credit transactions and financial accommodations given or to be given or to be continued from time to time to Borrower by Lender, Pledgor hereby agrees with Lender as follows:

1. Collateral

As collateral security for the punctual payment and performance of all Obligations, Pledgor hereby assigns, pledges and grants to Lender a continuing first priority security interest in and lien upon all right, title and interest of Pledgor in and to (a) (i) each securities account identified on Schedule A hereto as the account of Pledgor together with any and all sub-accounts thereof, segregated accounts thereunder and cash, deposit or other accounts (including securities accounts) linked or related thereto, and any and all of their respective successor, replacement or substitute accounts (collectively, the “Securities Accounts”), (ii) each term deposit

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account identified on Schedule A hereto as “Term Deposit Account”, together with any and all sub-accounts thereof, segregated accounts thereunder and cash, deposit or other accounts (including securities accounts) linked or related thereto, and any and all of their respective successor, replacement or substitute accounts (the “Term Deposit Accounts”) and (iii) each term deposit account identified on Schedule A hereto as “DCI Term Deposit Account”, together with any and all sub-accounts thereof, segregated accounts thereunder and cash, deposit or other accounts (including securities accounts) linked or related thereto, and any and all of their respective successor, replacement or substitute accounts (the “DCI Term Deposit Accounts” and, collectively with the Term Deposit Accounts and with the Securities Accounts, the “Collateral Accounts”), together in each case with all cash, DCIs, securities, shares, certificates, investment property, security entitlements, promissory notes, instruments, rights, receivables, general intangibles, payment intangibles, accounts, letter of credit rights, commodities and all other property and financial assets (collectively, “Assets”) of Pledgor now or hereafter held or deposited in, credited to, or paid or payable to the Collateral Accounts or otherwise now or hereafter in the possession, custody or control of Lender, its Affiliates or Pershing, each Term Deposit Agreement with respect to each Term Deposit Account and each DCI Transaction Document with respect to each DCI Term Deposit Account, (b) in addition to, and not in derogation of clause (a) above, those certain securities and other property, if any, listed on Schedule B hereto with respect to Pledgor, or otherwise as agreed in writing between Pledgor and Lender from time to time, (c) all cash, securities or other Assets now or hereafter received or receivable in connection with any sale, exchange, redemption or other disposition of any of the foregoing, (d) all dividends, interest and other distributions paid or distributed on or in respect of any of the foregoing, (e) all present and future rights, claims, remedies and privileges of Pledgor pertaining to any of the foregoing , and (f) all additions to, substitutions for and proceeds of any of the foregoing, in each case whether now existing or hereafter arising or acquired (collectively, the “Collateral”); provided that, upon the occurrence of any Acceleration Event (regardless of whether notice has been given with respect thereto), the Collateral shall include (and Pledgor assigns, pledges and grants to Lender a continuing first priority security interest in and lien upon all right, title and interest of Pledgor in and to) any and all deposit accounts and securities accounts maintained by Pledgor with Lender, any of its Affiliates or Pershing, together with any and all Assets of Pledgor from time to time held or deposited therein, credited thereto, or paid or payable thereto or otherwise now or hereafter in the possession, custody or control of Lender, any of its Affiliates or Pershing.

2. Representations and Warranties

Pledgor represents and warrants to Lender that: (a) the information regarding Pledgor set forth under “Loan Party Information” on page one of this Agreement (“Loan Party Information”) is true, correct and complete on the date hereof; (b) Pledgor has all necessary right, power and authority to own Pledgor’s property and assets, to transact the business in which Pledgor is engaged and to grant to Lender a valid, perfected, first priority security interest in the Collateral, and has taken all necessary action to authorize Pledgor’s execution, delivery and performance of this Agreement, including, if applicable, all necessary actions by its board of directors, members, trustees, partners or shareholders (or equivalent persons), as applicable (who, for the avoidance of doubt, were duly authorized under its Constituent Documents to adopt any applicable resolutions or take any other necessary actions in connection with the Loan Documents), and all filings and recordations (including those set forth in Section 3.1(k) of the Note, in each case to the extent applicable); (c) Pledgor is the legal and beneficial owner of the Collateral; (d) except for the security interest granted to Lender hereunder or under any other Loan Document, Pledgor owns the Collateral free and clear of any Lien; (e) there are no filings or recordations against the Collateral which grant or purport to grant a Lien in any Collateral to any Person other than Lender; (f) the security interest created hereunder is a valid, perfected and first priority security interest in the Collateral; (g) Schedule B (Listed Securities) hereto sets forth (i) all certificated securities, if any, delivered by Pledgor as Collateral and (ii) all other securities or other assets to

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be included in the Collateral but not held in or credited to a Collateral Account, in each case on the date hereof; (h) as of the date hereof it is able to pay its debts as they fall due, no court actions are pending or proceeding against it in any jurisdiction and no steps are being taken in respect of its winding up and (i) each of the representations and warranties applicable to Pledgor set forth in the Note are true and correct.

3. Covenants and Agreements

Pledgor covenants and agrees with Lender that: (a) Lender’s sole duty with respect to the Collateral is to use such care as it uses for similar property for its own account, and Lender shall not be obligated to preserve rights in the Collateral against third parties; (b) Pledgor will (i) be solely responsible for all matters relating to the Collateral, including ascertaining maturities, calls, conversions, exchanges and tenders, (ii) not, and will not purport to, grant or suffer Liens against any Collateral, except for the security interest granted to Lender hereunder or under any other Loan Document, (iii) from time to time take all actions (including entering into any control agreement and obtaining any issuer consent requested by Lender and otherwise cooperate with Lender in obtaining control with respect to that Collateral in which a security interest may be perfected by control pursuant to the UCC, as herein below defined, or other applicable law) and make all filings and recordations required by law or requested by Lender in connection with the creation, perfection or priority of Lender’s security interest in the Collateral (and Pledgor will provide to Lender certified copies of such filings and recordations, including, to the extent applicable, those registrations described in Section 2(b) above), (iv) promptly notify Lender of the occurrence of any default hereunder or otherwise in respect of the Obligations and any Acceleration Event, and (v) hold in trust for, and forthwith pay over to Lender in the form received (except for any necessary endorsements) all property, proceeds or distributions received by Pledgor on account of any Collateral to be held as Collateral; (c) upon Borrower’s or Pledgor’s failure to pay any Obligation when due and payable, Lender may transfer all or any part of the Collateral to Lender’s name or that of its nominee, and exercise all rights as if the absolute owner thereof, and file a proof of claim for, receive payments or distributions on, and exchange or release Collateral in any bankruptcy, insolvency or similar proceeding; (d) Lender is authorized to file financing statements (including amendments and/or continuation statements) to the extent required to perfect its security interest and otherwise give notice to third parties regarding the Collateral without Pledgor’s signature to the extent permitted by applicable law; (e) Pledgor will not change any of Pledgor’s Loan Party Information, tax identification number/social security number (or equivalent number issued by the applicable governmental authority of the applicable jurisdiction) or organization identification number (if applicable), in each case without the prior written consent of Lender; (f) Lender may rely on, and act without liability upon the basis of, any communication believed by Lender in good faith to be given to, or received from or authorized by Pledgor; provided, however, that (i) if any such communication is telephonic or oral, it shall be promptly confirmed in writing (including by facsimile) (but (x) the lack of such confirmation or any conflict between such confirmation and the relevant telephonic or oral communications shall not affect Lender’s ability to rely on, and to act without liability upon the basis of, such telephonic or oral communications and (y) Pledgor hereby waives the right to dispute Lender’s record of the terms of such telephonic or oral communication, except to the extent of Lender’s gross negligence or wilful misconduct in connection therewith) and (ii) nothing in this clause (f) shall be deemed to permit Pledgor to give oral or telephonic notices in contravention of Section 14; (g) with respect to any Collateral constituting securities or Entity interests, Pledgor will (i) to the extent possible, ensure that all such Collateral is credited to a Securities Account, (ii) with respect to any such Collateral that is in certificated form, deliver the related certificates to Lender, accompanied by duly executed instruments of transfer or undated assignments in blank and otherwise in accordance with the instructions of Lender (and, if such certificated securities will not be credited to a Securities Account, ensure that they are included on Schedule B), and (iii) with respect to any such Collateral that is not credited to the Securities Accounts, (x) if it has the option, elect to hold assets constituting such Collateral in certificated form (and comply with the requirements of clause (ii)

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above), and (y) with respect to any such Collateral that is in uncertificated form and not credited to a Securities Account, ensure that it is included on Schedule B and take such steps as requested by Lender to obtain the consent from the issuer of any such securities or Entity interests, in form and substance satisfactory to Lender in all respects, under which such issuer consents to the security interest created hereunder and agrees to pay all dividends and distributions on, and all redemption, liquidation or other proceeds of such securities or Entity interests directly to a Securities Account and, in the case of Collateral constituting securities under the UCC, to comply with instructions originated by Lender without further consent by Pledgor; (h) Pledgor at all times shall continue to be the legal and beneficial owner of the Collateral; (i) Pledgor shall cooperate with Lender, including the furnishing of information, legal opinions and certificates, to cause any stock certificates constituting Collateral to be converted into electronic form and/or take any other action requested by Lender to facilitate orderly disposition of shares constituting Collateral in the most liquid market available (and, if applicable, Pledgor shall take steps to ensure, and shall not take any steps to impede, the cooperation of the issuer of such shares and such issuer’s counsel), and to comply with all securities laws relating to such disposition (including without limitation the filing of any forms with the Securities and Exchange Commission relating thereto); (j) Pledgor shall (i) not (x) incur, create, assume or permit to exist any Lien on any Collateral except Liens granted to Lender pursuant to (or otherwise permitted by) the Loan Documents, (y) if Pledgor is an Entity, engage in any business other than the activities permitted by its Constituent Documents as in effect on the date hereof or (z) if Pledgor is an Entity, amend, supplement or otherwise modify its Constituent Documents as in effect on the date hereof, or consummate a merger in which it is not the surviving Entity or otherwise fundamentally change its organizational structure, in each case without the consent of Lender, such consent not to be unreasonably withheld, (ii) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (iii) pay its indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default; (k) Pledgor shall promptly provide, from time to time, such information or documentation regarding the financial condition of Pledgor or otherwise (including financial statements) or compliance with the terms of any Loan Document as Lender may reasonably request; (l) Pledgor shall not change (i) any of the Loan Party Information, (ii) its tax identification number/social security number (or equivalent number issued by the applicable governmental authority of the applicable jurisdiction) or (iii) its organization identification number (if applicable), in each case without the prior written consent of Lender and (m) Pledgor shall comply with each covenant applicable to it set forth in the Note.

4. Collateral Maintenance Requirements

Pledgor further covenants and agrees to comply with the collateral maintenance requirements set forth in Section 5 of the Note. If Pledgor fails to comply with such collateral maintenance requirements, Lender shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code as then in effect (the “UCC”) or other applicable law, and may, in addition to any other right or remedy available to Lender hereunder or under applicable law, without further notice to or consent by Pledgor (except to the extent such notice or consent is required by applicable law and cannot be waived), sell, liquidate or redeem so much of the Collateral and then apply the proceeds thereof to the Obligations as necessary to restore compliance with such collateral maintenance requirements.

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5. Waivers

Except as expressly provided herein or in the Note, Pledgor hereby irrevocably, unconditionally and expressly waives, to the fullest extent permitted by applicable law, all defenses, counterclaims, rights of setoff, any requirement that Lender first proceed against any guarantor, pledgor or any other security, all requirements for notice of any kind, demand, protest, presentment, notice of non-payment, default or dishonor of any Obligation, notice of acceptance hereof, marshalling of assets and the like, including any right to notice or judicial hearing in connection with Lender’s taking possession of or disposition of any Collateral, any notice of any sale, transfer or other disposition by Lender of any Obligation, any requirement that Lender first proceed against Borrower, any other collateral or any other Person liable for any of the Obligations or that any other guarantor or pledgor or Loan Party first enter into this Agreement or any other Loan Document, and all damages occasioned by any of the foregoing (except as determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from Lender’s gross negligence or willful misconduct). No invalidity, irregularity or unenforceability of any Obligations shall affect, impair or be a defense to any of Pledgor’s obligations or agreements or any of Lender’s rights or remedies hereunder. Lender may from time to time, without notice to or consent by Pledgor, and without affecting or impairing Pledgor’s obligations or agreements or Lender’s rights and remedies hereunder: (a) upon Borrower’s failure to pay any of the Obligations upon their becoming due and payable, sell, release, exchange, settle, compromise or otherwise dispose of or deal with any property or other security for any of the Obligations, and (b) exercise (in such order as Lender may choose), or refrain from exercising, any rights against any Person liable for any Obligations. To the fullest extent permitted by law, Pledgor also waives any and all rights or defenses arising by reason of (i) any “one action” or “anti-deficiency” law that would otherwise prevent Lender from bringing any action (including any claim for a deficiency) or exercising any right or remedy (including any right of setoff) against Pledgor before or after the commencement or completion of any foreclosure action or sale of any collateral for the Obligations, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law that in any other way would otherwise require any election of remedies by Lender.

6. Remedies

Upon Borrower’s failure to pay any of the Obligations upon their becoming due and payable, whether upon demand by Lender under the Note, upon the occurrence of an Acceleration Event or otherwise, then and in any such event: (a) Lender shall have the right from time to time to take possession of, and sell, redeem, assign, liquidate, transfer and deliver all or any part of the Collateral, at any brokers’ board or exchange, or at public or private sale or otherwise, at the option of Lender, for cash or on credit for future delivery, in such parcel or parcels and at such times and places, and upon such terms and conditions as Lender may deem proper, and in connection therewith may grant options and impose reasonable conditions, all without (except as the same are required by applicable law and cannot be waived) advertisement or demand upon or notice to Pledgor, Borrower or any other Person otherwise entitled to notice or right of stay, extension, moratorium, appraisal or redemption, all of which are hereby expressly waived to the fullest extent permitted by applicable law; (b) upon each such sale, Lender, to the extent permitted by law, may purchase all or any of the Collateral, free and clear of all claims, rights of redemption and equities of Pledgor; and (c) in addition, Lender shall have all of the rights and remedies of a secured party under the UCC and any other applicable law.

If Borrower fails to comply with the collateral maintenance requirements set forth in Section 5 of the Note, Lender shall have all the rights and remedies of a secured party under the UCC or other applicable law, and may, in addition to any other right or remedy available to Lender hereunder, under the Note or under

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applicable law, without further notice to or consent by Borrower or Pledgor or any other Loan Party (except to the extent such notice or consent is required by applicable law and cannot be waived), sell, liquidate or redeem so much of the Collateral and then apply the proceeds thereof to the Obligations as necessary to restore compliance with such collateral maintenance requirements.

Each purchaser, assignee, or recipient at any sale described in this Section shall acquire the property sold, assigned or received absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives, to the fullest extent permitted by law, any claims against Lender arising by reason of the fact that the price at which any Collateral may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if Lender accepts the first offer received and does not offer such Collateral to more than one offeree.

If “Term Deposit Accounts” or “Dual Currency Investments” is selected under “Key terms” of the Note, Pledgor agrees that upon the occurrence of any Acceleration Event or any demand for payment hereunder, Lender is authorized to: (i) terminate any Term Deposit, DCI, Term Deposit Account or DCI Term Deposit Account pledged as Collateral, (ii) take possession of and sell the Term Deposit Assets, (iii) exercise rights of set-off against the Term Deposit Assets each DCI, each Term Deposit Account and each DCI Term Deposit Account and (iv) otherwise to exercise all rights and remedies available under the Note and applicable law with respect to such Term Deposit Assets, each DCI, each Term Deposit Account and each DCI Term Deposit Account, all of which the parties hereto agree are commercially reasonable.

7. Notice of Sale; Currency; Etc.

Pledgor acknowledges and agrees that no notice of any sale or other disposition of Collateral is required by law, but to the extent notice of sale or other disposition of Collateral shall be required by law, ten days’ prior notice to Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence of an Acceleration Event, a statement renouncing or modifying (as permitted under law) any right to notification of sale or other intended disposition.

Pledgor agrees that at any private sale Collateral may be sold at a price that is less than the price which might have been obtained at a public sale or that is less than the aggregate outstanding amount of the Obligations. Lender may accept the first offer received and need not offer such Collateral to more than one offeree. Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Lender may convert any proceeds in a currency other than the Original Currency at the average of the buying spot rates of exchange for the Original Currency at the Lending Office as at the close of business on the date of payment of the sales price for such Collateral. After deducting its reasonable out of pocket costs and expenses from the proceeds of sale, Lender may apply any residue to pay the Obligations in such order as it elects and Borrower will remain liable for any deficiency with interest. All foreign exchange losses incurred in connection with the conversion of any Collateral or proceeds denominated in a currency other than the Original Currency shall be borne by Borrower and Pledgor. If Lender shall be subject to any volume limitations in the sale of Collateral, Pledgor shall not at any such time

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sell, or permit any Affiliate of Pledgor to sell, any securities if the sale thereof would adversely affect Lender’s ability to sell the Collateral. If Lender sells any of the Collateral upon credit, Pledgor will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Lender may resell the Collateral and Pledgor shall be credited with the proceeds of the sale.

8. Power of Attorney

Pledgor hereby irrevocably designates and appoints each of Lender and any designee or agent thereof (each an “Attorney”) as attorney-in-fact of Pledgor, with full power of substitution, each with authority acting alone, following the occurrence and during the continuation of an Acceleration Event, to sign or endorse Pledgor’s name on notes, acceptances, checks, drafts, instruments, certificates, powers, assignments and other documents, execute proofs of claim and loss, releases, endorsements, assignments and other instruments of conveyance, and do all other acts and things necessary and advisable in the sole discretion of Attorney to carry out and enforce this Agreement. All lawful acts of each Attorney are hereby ratified and approved and no Attorney shall be liable for any acts of commission or omission or for errors of judgment or mistake of fact or law. This power of attorney is irrevocable and coupled with an interest but shall only be effective upon and during Lender’s exercise of its rights under Sections 4, 6, 7 and 12.

9. Severability

In the event of any conflict between the terms of (i) this Agreement and (ii) any applicable Term Deposit Agreement or DCI Transaction Document, the terms of this Agreement shall govern.

In the event and to the extent that any provision of this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions, or of such provision in any other jurisdiction, shall not in any way be affected or impaired thereby. The parties shall endeavour in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

10. No Waiver; Cumulative Remedies

No failure or delay by Lender in exercising any right or remedy and no course of dealing between Lender and Borrower or Pledgor shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future exercise thereof. All rights and remedies of Lender shall be cumulative and may be exercised singly or concurrently. No notice to or demand on Pledgor shall entitle Pledgor to any other or further notice or demand, or constitute a waiver of Lender’s rights.

11. Modification in Writing; Termination

This Agreement may not be modified, changed, waived or discharged orally, but only by a writing signed by the parties hereto. Any waiver of any provision of this Agreement or any consent to any departure by Pledgor

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therefrom shall be effective only in the specific instance and for the specific purpose for which given. This Agreement shall be and remain the independent obligation of Pledgor, shall inure to the benefit of and be enforceable by Lender and its successors, transferees and assigns, and shall be binding upon Pledgor and Pledgor’s heirs, executors, successors and assigns, provided that Pledgor may not transfer, assign or delegate any of its rights or obligations hereunder, and, at Lender’s option, any such purported transfer, assignment or delegation shall be void. Notwithstanding the foregoing, Lender may unilaterally amend this Agreement and any other Loan Document to cure any defect or inconsistency or to correct clerical errors or omissions, or to effect clerical changes that are not adverse to Pledgor, which amendment shall be effective on the date on which Lender provides notice to Pledgor of such amendment. This Agreement shall terminate upon final payment in full to Lender of all of the Obligations and shall continue to be effective or shall be reinstated, as the case may be, if at any time payment of or on account of any of the Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Pledgor or any other Person or otherwise, all as though such payment had not been made.

12. Set Off

Lender shall have the setoff rights set forth in the other Loan Documents, as applicable.

13. Expenses

Pledgor shall pay or reimburse Lender in U.S. Dollars (a) for all reasonable out-of-pocket costs and expenses (including the reasonable charges and disbursements of legal counsel) (collectively, “Expenses”) incurred by Lender in connection with the preparation and negotiation of this Agreement, the Note, the other Loan Documents and any other documents relating hereto or thereto, the consummation of the transactions contemplated hereby and thereby and any amendment, waiver or modification of, or supplement to, the Loan Documents required or requested by Lender or Borrower or Pledgor, and (b) promptly after demand, for all Expenses incurred by Lender in connection with (i) administering and enforcing this Agreement, the Note, the other Loan Documents or any other document relating to the Note or any obligation hereunder or thereunder or the Collateral or exercising or enforcing any right or remedy available hereunder or thereunder (including any wire transfer fees charged in connection with the disbursement of the Loan, the refunding of any Overpayment expenses in connection with any short sales or other stock transactions related to the Facility or otherwise), (ii) any Acceleration Event and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (A) bankruptcy, insolvency, receivership, reorganization, restructuring, foreclosure, winding-up or liquidation proceedings, (B) judicial or regulatory proceedings and (C) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), (iii) all transfer, stamp, documentary or similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, the Note or any other Loan Document and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document, and (iv) the custody, care, preservation, sale or disposition of any Collateral. Pledgor agrees to indemnify Lender and its Affiliates and each of their respective directors, officers, trustees, employees and agents (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, and pay in U.S. Dollars all reasonable out-of-pocket costs and any and all losses, claims, damages, taxes, penalties, costs, charges, liabilities and related expenses, including charges, expenses and disbursements of legal counsel to each Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the transactions contemplated by the

Security and Pledge Agreement (US Pledgors) Page 8

Loan Documents, (ii) any actual or proposed use of the proceeds of the Loan, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. All payments hereunder shall be made without setoff or counterclaim, and free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, deductions or withholdings, and all interest, penalties and other liabilities with respect thereto (collectively, “Taxes”), now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction, or any department, agency, state, political subdivision or taxing authority thereof or therein. If any Taxes are so levied or imposed, Pledgor agrees to pay the full amount thereof when due and in any event prior to the date on which penalties attach thereto. In addition, if any such Taxes must be deducted from any amounts payable or paid by Pledgor hereunder, Pledgor will pay such additional amounts as may be necessary so that each net payment received by Lender will not be less than the amount which Lender would have received had the payment not been subject to such Tax. Pledgor will furnish to Lender, within 30 days after each payment of Taxes is due, originals or certified copies of tax receipts evidencing such payment. To the extent permitted by applicable law, Pledgor shall not assert, and it hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the Note, any other Loan Document, any Loan or the use of the proceeds thereof. This Section shall survive repayment of the Loan and cancellation of this Agreement.

14. Notice

Each notice to Lender shall be sent in writing by hand, registered or certified mail or courier to the recipient specified below Lender’s signature hereto as its Lending Office and shall be effective upon Lender’s receipt thereof. Each notice to Pledgor shall be given orally (including telephonically) or sent in writing by facsimile, hand, mail, courier or e-mail to the facsimile number, address or e-mail address, as applicable, of Pledgor in the Loan Party Information and shall be effective (i) upon delivery, in the case of notices sent by hand, mail or courier, or (ii) upon sending, in the case of notice sent by facsimile or e-mail; provided, that if any notice by Lender (including a notice of termination, a notice of additional fees or a notice changing any advance rate, ratio or test period applicable hereto) is given orally (including telephonically), such notice shall be promptly confirmed by Lender in writing and acknowledged by Pledgor (including by facsimile), but the lack of such confirmation or acknowledgement, or any conflict between such confirmation or acknowledgement and the relevant telephonic or oral communications, shall not affect the effectiveness of such notice. Notwithstanding the foregoing, if any notice to Lender or Pledgor hereunder is delivered or received (as applicable) on a day other than a Business Day, such notice shall be deemed effective on the next succeeding Business Day. Each party may change its address for notices by written notice to the other. Except as specified in this Section 14 or otherwise specified herein, telephonic or other oral notice shall not be effective with respect to any provision of this Agreement.

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15. Waiver of Jury Trial; Consent to Jurisdiction and Service of Process

PLEDGOR AND LENDER EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT. In any action or proceeding arising out of or relating to this Agreement and each other Loan Document (unless otherwise specified in such other Loan Document), Pledgor hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York, and agrees that effective service of process may be made on Pledgor by mailing same to Pledgor’s address set forth below. Lender may serve process in any other manner permitted by applicable law. Pledgor hereby irrevocably waives any objection to the laying of venue in the aforesaid courts, and any claim of an inconvenient forum. Nothing in this Agreement or any other Loan Document shall affect any right that Lender may otherwise have to bring any action or proceeding arising from or relating to this Agreement or the other Loan Documents against Pledgor or its properties in the courts of any jurisdiction. To the extent that Pledgor or its property may have or hereafter acquire immunity, on the grounds of sovereignty or otherwise, from any judicial process in connection with this Agreement or any applicable Loan Document, Pledgor hereby irrevocably waives, to the fullest extent permitted by applicable law, any such immunity and agrees not to claim same and waives any right to which it may be entitled on account of place of residence or domicile. Pledgor agrees that a final judgment in any such action or proceeding shall be conclusive, and may be enforced in any other jurisdiction or in any other permitted manner. Pledgor further agrees that any action or proceeding by Pledgor against Lender with respect to any matter arising out of, or in any way relating to, this Agreement shall be brought only in the State and County of New York.

16. Execution in Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all such signatures were upon the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be as effective as delivery of an original executed counterpart.

17. Governing Law

THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (UNLESS OTHERWISE SPECIFIED IN SUCH LOAN DOCUMENT) AND ANY CLAIM OR DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW RULES THAT WOULD LEAD TO THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE PARTIES AGREE THAT THE STATE OF NEW YORK IS LENDER’S AND CSNY’S JURISDICTION FOR PURPOSES OF ARTICLES 8 AND 9 OF THE UNIFORM COMMERCIAL CODE FROM TIME TO TIME IN EFFECT IN THE STATE OF NEW YORK.

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18. Demand Obligations

ALL OR CERTAIN OF THE OBLIGATIONS MAY BE PAYABLE ON DEMAND. PLEDGOR ACKNOWLEDGES AND AGREES THAT, IN SUCH EVENT, NO PROVISION HEREOF OR OF ANY OTHER AGREEMENT BETWEEN PLEDGOR AND LENDER IS INTENDED TO OR SHALL IN ANY WAY LIMIT, PREJUDICE OR OTHERWISE AFFECT THE DEMAND NATURE OF SUCH OBLIGATIONS, AND THAT LENDER SHALL HAVE THE ABSOLUTE AND UNCONDITIONAL RIGHT TO DEMAND PAYMENT OF SUCH OBLIGATIONS IN ITS DISCRETION, REGARDLESS OF THE EXISTENCE OF ANY PROVISION HEREOF OR OF ANY COMPLIANCE OR NON-COMPLIANCE BY BORROWER OR PLEDGOR WITH ANY SUCH PROVISION.

19. Assignment

This Agreement shall be binding on Pledgor and its heirs, personal representatives (including any executor or trustee of its estate), successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Pledgor may not assign or delegate any of its rights, obligations or agreements hereunder except for transfers by operation of law. Lender may assign, participate or delegate its rights, obligations and agreements hereunder to any Person including an Affiliate or branch of Lender, without the consent of Pledgor.

20. Limitation

(a) Notwithstanding the foregoing provisions of this Agreement, the obligations of Pledgor under this Agreement are limited recourse obligations of Pledgor, payable solely from the Collateral, and following realization of the Collateral but subject to subject to Section 11 above, any claims of Lender against Pledgor hereunder shall be extinguished and neither Lender, nor any Person or Entity acting on its behalf, shall be entitled to take any further steps hereunder against Pledgor to recover any Obligations remaining unpaid.

(b) The foregoing provisions of this Section 20 shall not limit the right of Borrower or Lender to name Pledgor as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability in respect of the Obligations shall be asked for or (if obtained) enforced against Pledgor.

(c) Nothing in this Section 20 shall impair any rights that Lender has against Pledgor under any other Loan Document.

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In Witness Whereof, the parties hereto have executed and delivered this Agreement as of the day and year first written above.

WM. POLK CAREY ESTATE, LLC
By:
Name:
Title:	Manager
Date:	December 19, 2012

Acknowledged and Agreed by Lender:

CREDIT SUISSE AG, NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
	Address: Eleven Madison Avenue New                         York , NY 10010 Attn:
Date:	December 19, 2012

Security and Pledge Agreement (US Pledgors)

Schedule A

Collateral Accounts:

Part I: Securities Accounts:

Name of Account holder:	Account number(s):	Securities intermediary office at which Collateral Account is held:
Wm. Polk Carey Estate, LLC.	Account: 214521452 (as the same may be redesignated, renumbered, replaced or otherwise modified from time to time)	Pershing LLC, One Pershing Plaza, Jersey City, New Jersey 07399

Part II: Term Deposit Accounts:

Name of Account holder:	Account number(s):	Depositary Bank office at which Collateral Account is held:
N/A

Part III: DCI Term Deposit Accounts:

Name of Account holder:	Account number(s):	Depositary Bank office at which Collateral Account is held:
N/A

Security and Pledge Agreement (US Pledgors)

Schedule B

Listed Securities

Issuer: Type of Security: Certificate no.: Registered owner:

Fund Interests

Fund: Type of Interest: Amount of Fund Interest: Registered owner:

Security and Pledge Agreement (US Pledgors)

EX-99.E

Exhibit E

Securities Account Sole Control Agreement

Date: December 19, 2012

General Information
Account Holder/Debtor:	Wm. Polk Carey Estate, LLC (“Debtor”) Address: 55 East 59th Street                  New York, NY 10022 Telephone: (212) 888-7501 Facsimile: (212) 759-8980 Attention: Ricardo A. Vasquez
Name of Account(s):	“CS AG NY Branch Pledged as Secured Party for” immediately followed by the correct legal name of Debtor as set forth above or as otherwise abbreviated on instructions from Broker
Securities Account Number(s):	214521452 (as the same may be redesignated, renumbered, replaced or otherwise modified from time to time in accordance with Section 6.2, the “Securities Account”)
Secured Party:	Credit Suisse AG, New York Branch (the “Secured Party”), which is reflected as CS AG NY Branch Pledge on the records of Pershing and under “Name of Accounts” above Address: Eleven Madison Avenue, New York, NY 10010 Telephone: (212) 538-5531 Attention: Raciel V. Perez E-mail: raciel. perez@credit-suisse.com
Securities Intermediary:	Pershing LLC (“Pershing”) Address: One Pershing Plaza, Jersey City, NJ 07399 Phone: (877) 778-7248 Facsimile: (201) 413-4564 Attention: Glenn Tomasino E-mail: CES_DEPT@PERSHING.COM
Broker:	Credit Suisse Securities (USA) LLC (“Broker”) Address: Eleven Madison Avenue, New York, NY 10010 Telephone: (212) 538-5591 Attention: Mark Washburn E-mail: mark.washburn@credit-suisse.com

This Securities Account Sole Control Agreement (this “Agreement”) sets forth the agreement among Debtor, Broker, Pershing and Secured Party. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

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1. Section 1 The Securities Account

1.1 Establishment of the Securities Account

Broker and Pershing hereby confirm that:

1.1.1 Account Number and Name

Broker, on behalf of Debtor, has established the Securities Account held by Debtor with Pershing bearing the name(s) and having the account number(s) listed above; as such, all “security entitlements” (such term being used herein as defined in UCC Section 8-102(a)(17)) with respect to financial assets credited to the Securities Account are held by Debtor, as the “entitlement holder” (such term being used herein as defined under UCC Section 8-102(a)(7)).

1.1.2 Status as a Securities Account

The Securities Account is a “securities account” (such term being used herein as defined in UCC Section 8-501(a)).

1.1.3 Account Contents

All property now or hereafter held in the Securities Account, including, without limitation, securities, cash, interest, dividends and distributions, whether payable in cash or stock, and shares or other proceeds of conversions or splits of any securities, are “Pledged Securities” and shall be treated as “financial assets” (such term being used herein as defined in UCC Section 8-102(a)(9)).

1.1.4 Securities Intermediary

Pershing is a securities intermediary (such term being used herein as defined in UCC Section 8-102(a)(14)).

1.2 Control of Securities Account by Secured Party

The parties to this Agreement hereby agree that:

1.2.1

Debtor, as entitlement holder in respect of the Securities Account, (a) authorizes Secured Party to deliver such entitlement orders (such term being used herein as defined in UCC Section 8-102(a)(8)) and other instructions to Broker (as agent for Secured Party) with respect to the Pledged Securities and the Securities Account as Secured Party shall determine in its sole discretion (including, without limitation, an entitlement order in the form attached hereto as Exhibit A), in each case without any further consent or action by Debtor, (b) authorizes and directs Broker (as agent for Secured Party) to promptly relay such entitlement orders or other instructions to Pershing without any further consent or action by Debtor, and (c) authorizes and directs Pershing

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to comply with any entitlement orders or other instructions relayed to it by Broker (as agent for Secured Party) with respect to the Pledged Securities or the Securities Account without further consent or action by Debtor.

1.2.2

Pershing, as securities intermediary (such term being used herein as defined in UCC Section 8-102(a)(14)) with respect to the Securities Account, shall comply with any entitlement orders or other instructions relayed to it by Broker (as agent for Secured Party) with respect to the Pledged Securities or the Securities Account without further consent or action by Debtor.

1.2.3

Secured Party shall have sole control over the Pledged Securities and the Securities Account and, as such, Secured Party shall have the exclusive right to provide entitlement orders or other instructions to Broker (to be relayed by Broker to Pershing as provided above) with respect to the Pledged Securities and the Securities Account, except that Debtor may provide certain instructions relating to the Pledged Securities and the Securities Account only as specified herein and only by instructing Broker to relay such instructions to Pershing.

1.2.4

With respect to any entitlement order or other instruction received by Broker from Secured Party relating to the Pledged Securities or the Securities Account, Broker shall act as agent for Secured Party in delivering such entitlement order or other instruction to Pershing. Broker is acting solely as agent for Secured Party hereunder and has control over the Pledged Securities and the Securities Account on behalf of Secured Party for purposes of Article 8 of the UCC. As a convenience to Debtor, Broker also agrees to transmit to Pershing instructions from Debtor (from any portfolio manager under the Preferred Advisors Program or any relationship manager under the Broker’s Discretionary Managed Accounts & Portfolios Program (the “DMP Program”), if applicable, in each case identified to Broker by Debtor) to effect sales of securities in the Securities Account (such instructions, “Debtor Instructions”), to the extent contrary instructions have not been received from Secured Party and such sales are permitted under Section 2.7; each of Secured Party and Debtor authorizes Broker and Pershing to follow Debtor Instructions unless and until Broker and/or Pershing receives an entitlement order or instruction from Secured Party to cease accepting Debtor Instructions with respect to the Pledged Securities or the Securities Account (such entitlement order or instruction, a “Stop Order”). Anything herein to the contrary notwithstanding, Broker is not an agent of Debtor for any purposes under this Agreement. In the case of any conflict between instructions received by Broker from Debtor (or any third party portfolio manager) and Secured Party, Broker shall follow the instructions of Secured Party; if applicable to the Securities Account, Debtor hereby (i) waives any conflict of interest with Broker’s (or such third party portfolio manager’s, acting pursuant to Broker’s instructions) fiduciary duty, as investment advisor under the DMP Program or the Preferred Advisors Program and (ii) explicitly consents to Broker (or such third party portfolio manager) following Secured Party’s instructions, notwithstanding that Broker (or such third party manager) may not be acting in Debtor’s best interest in doing so. As provided in Section 2.7, at the request of Secured Party, Broker shall cease transmitting instructions from Debtor. Neither Secured Party nor Debtor shall be entitled to deliver any entitlement orders or other instructions to Pershing directly with respect to the Pledged Securities or the Securities Account.

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1.3

Secured Party hereby irrevocably appoints Broker as its agent hereunder as described in 1.2.4 above and authorizes Broker to take such actions on its behalf and to execute such powers as are delegated to Broker hereunder together with such actions and powers as are reasonably incidental thereto.

1.4

Debtor agrees and represents to Pershing and Broker that any credit extended by Secured Party shall not be purpose credit and shall comply in all respects with Regulations U and X of the Board of Governors of the Federal Reserve System.

Section 2 Maintenance of Securities Account

2.1 Clearance and Settlement

The parties to this Agreement understand and agree that (a) Broker uses Pershing to carry and clear accounts introduced to Pershing by Broker, including the Securities Account; (b) Pershing has no authority to follow entitlement orders or other instructions with respect to the Pledged Securities or the Securities Account except those given by Broker (acting on the instructions of Secured Party or Debtor, as the case may be) to Pershing; and (c) Debtor and Secured Party have no authority to, and shall not attempt to, give any such entitlement orders or other instructions directly to Pershing.

2.2 Reliance on Entitlement Orders and Other Instructions

Broker will be entitled to rely on (and to relay to Pershing) entitlement orders and other instructions that it receives from a person it reasonably believes to be authorized by Secured Party (or Debtor, if permitted hereunder) to give such instructions. Such entitlement orders or other instructions may be given to Broker orally, provided that Secured Party or Debtor, as applicable, shall promptly thereafter transmit such entitlement orders or other instructions to Broker in writing. Broker shall transmit all such entitlement orders and other instructions to Pershing in writing. Notwithstanding the foregoing, neither Broker nor Pershing shall be liable for taking actions on oral entitlement orders or other instructions provided by Secured Party (or Debtor, if permitted hereunder) to Broker despite the failure of Secured Party or Debtor, as applicable, to subsequently provide such entitlement orders or other instructions in writing to Broker; and Pershing agrees to comply with all entitlement orders or other instructions received from Broker with respect to the foregoing.

2.3 Provision of Statements, Confirmations and Other Information

Broker will send copies of confirmations of trades and all monthly statements concerning the Securities Account simultaneously to both Debtor and Secured Party, and to the extent Broker can

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make its system available to Secured Party and upon Secured Party’s signing a separate website user agreement, Secured Party will also be given daily access to the Securities Account via the Internet or other online services selected by Broker. Broker will also send to Secured Party, upon request, a copy of such financial statements, tax returns and other financial information of or relating to Debtor as Debtor has made available to Broker. Such confirmations, statements and other information shall be sent to Debtor and Secured Party as provided in this Section 2.3 at the address for each set forth in this Agreement. By signing the statement set forth at the bottom of this Agreement, Debtor hereby consents to the provision of all such statements, confirmations and other information to Secured Party, Pershing and any affiliate, director, officer, agent, employee, counsel, accountant, advisor or representative of Broker as Broker may deem appropriate, but solely for the purpose of providing services to Debtor in connection with this Agreement.

2.4 Broker’s and Pershing’s Duties With Respect to Agreements between Debtor and Secured Party

Broker and Pershing shall have no duty or obligation whatsoever of any kind or character to determine whether or not a default exists under any agreement between Debtor and Secured Party. Broker shall relay to Pershing any entitlement orders or other instructions received by Broker from Secured Party, irrespective of any knowledge that Broker may have as to whether or not a default shall exist or Secured Party shall have any agreement with Debtor limiting or conditioning Secured Party’s right to give such entitlement orders or other instructions, and Pershing shall honor any entitlement orders or other instructions received by it from Broker on behalf of Secured Party, irrespective of any knowledge Pershing may have as to whether or not a default shall exist or Secured Party shall have any agreement with Debtor limiting or conditioning Secured Party’s right to give such entitlement orders or other instructions. Broker and Pershing shall have no duty to investigate the circumstances under which either Debtor or Secured Party is entitled to give any entitlement orders or other instructions.

2.5 Tax Reporting

As applicable laws, rules or regulations require, all items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service under the name and taxpayer identification number of Debtor.

2.6 Voting Rights

Until such time as Broker receives an entitlement order or other instruction from Secured Party directing otherwise, Debtor may give instructions to Broker (which Broker shall relay to Pershing) with respect to the voting of the Pledged Securities.

2.7 Asset Transfers

Without prejudice to any rights contained herein on the part of Secured Party, until such time as Broker receives for conveyance to Pershing an entitlement order or other instruction from Secured Party directing otherwise:

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2.7.1

With respect to any Securities Account participating in Broker’s Preferred Advisors Program or DMP Program: Debtor may select a portfolio manager within Broker’s Preferred Advisors Program or a relationship manager in Broker’s DMP Program to manage the assets in the Securities Account and enter into a related client services agreement among Broker, Debtor and the selected portfolio manager or relationship manager, as applicable (or, if Broker is selected as portfolio manager in connection with the Preferred Advisors Program or as relationship manager in connection with the DMP Program, between Broker and Debtor) (each, a “CSA”), provided that Debtor agrees that Secured Party (i) must give its prior written approval to Debtor in connection with the initial selection of the portfolio manager or the relationship manager, as applicable, and any proposed change of the selected portfolio manager or relationship manager, as applicable, and (ii) may give entitlement orders to Broker as provided herein. Notwithstanding anything herein to the contrary, to the extent applicable to the Securities Account, Debtor explicitly acknowledges and agrees that (A) Broker, in its capacity as fiduciary investment adviser under the Preferred Advisers Program or the DMP Program (and any third party portfolio manager acting pursuant to Broker’s instructions under the Preferred Advisors Program) shall follow Secured Party’s entitlement orders or instructions with respect to the Pledged Securities or the Securities Account (and not Debtor Instructions, except to the extent permitted under Section 1.2.4 and this Section 2.7), (B) Debtor has been fully informed and explicitly agrees that, in such event, Broker (or any such third party portfolio manager), in its capacity as fiduciary investment adviser, shall be acting as agent for the Secured Party and not solely in the best interests of Debtor in following such instructions or entitlement orders, and (C) notwithstanding any provision of any CSA to the contrary, Debtor’s right to make withdrawals from such Securities Account are limited by this Agreement. Broker hereby agrees that (i) in the event that Secured Party delivers a Stop Order to Broker with respect to any applicable Securities Account, Broker will promptly provide a termination notice to Debtor and any applicable third party portfolio manager, terminating the corresponding CSA, and (ii) if Broker receives a termination notice from any party to a CSA, it will promptly provide a copy of such notice to Secured Party. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that neither Broker nor Pershing shall have any duty to investigate whether Secured Party has given its prior written approval with respect to any portfolio manager or relationship manager.

2.7.2

With respect to any Securities Account that is a Brokerage Account: Subject to Section 2.7.3 below, Debtor may give Debtor Instructions to Broker (which Broker shall relay to Pershing unless Broker has received a Stop Order from Secured Party), such Debtor Instructions to be solely for the purpose of effecting sales of securities in the Securities Account; provided that the proceeds of any sales must remain in the Securities Account as Pledged Securities. Debtor is not authorized to purchase (or relay Debtor Instructions to purchase) any new securities with assets in the Securities Account and shall not replace any Pledged Securities with other securities (or relay any Debtor Instructions to replace any Pledged Securities with other securities).

2.7.3

With respect to all Securities Accounts: Anything contained in this Agreement to the contrary notwithstanding, except upon the written consent of Secured Party, Broker shall not relay to Pershing (and neither Broker nor Pershing shall follow) any entitlement order or other instruction

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to withdraw specific Pledged Securities, cash or other property from the Securities Account for purchase of any other security or replacement of a Pledged Security with another security, or transfer to or on behalf of Debtor or any third party other than Secured Party. Broker and Pershing shall not have any liability to Secured Party or Debtor for any loss of the Pledged Securities which may result from trades in the Securities Account.

2.8 Governmental Liens and Levies

The parties acknowledge that if Pershing or Broker receives a levy or other governmental, regulatory or judicial instruction to withdraw or disburse principal, cash or securities, or any combination thereof, from the Securities Account, Pershing shall comply with such order, without authorization from Broker, Debtor or Secured Party. Pershing shall promptly notify Broker of the receipt of notice of any such levy or other governmental, regulatory or judicial instruction and Broker shall promptly after receipt of such notification from Pershing transmit such notification to Secured Party.

Section 3 Confirmation of the Priority of Broker and Pershing’s Lien and Right of Set-Off

In the event that Pershing or Broker has or subsequently obtains, by agreement, by operation of law or otherwise, any security interest in, or right of set-off with respect to, the Pledged Securities to secure any obligations owed to Pershing or Broker, as the case may be, each party to this Agreement hereby agrees that any such security interest or right of set-off of Pershing or Broker shall be subordinated to the rights of Secured Party except for (a) customary commissions and fees arising from permitted trading activity within the Securities Account and (b) payments due to Pershing or Broker, as applicable, for open trade commitments for the purchase and/or sale of financial assets in and for the Securities Account. Debtor agrees not to engage in any activities in connection with the Securities Account that would require the Pledged Securities to be used as collateral or other security. Neither Broker nor Pershing has to date extended any credit secured by the Pledged Securities and Broker and Pershing agree that Broker and Pershing will not extend any new credit after the date of this Agreement to Debtor secured by the Pledged Securities without Secured Party’s prior written consent.

Section 4 Choice of Law

This Agreement and any claim or dispute (whether sounding in contract, tort, statute or otherwise) arising herefrom or relating hereto shall be governed by, and construed in accordance with, the law of the State of New York, including Section 5-1401 of the New York General Obligations Law, without regard to any other conflict of law rules that would lead to the application of the law of another jurisdiction. Regardless of any provision in any other agreement to the contrary, for purposes of the UCC, New York shall be deemed to be the securities intermediary’s jurisdiction, and the establishment and maintenance of the Securities Account shall be governed by the law of the State of New York.

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Section 5 Conflict with Other Agreements

5.1

In the event of any conflict between this Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, including, without limitation, any agreement between Debtor and Secured Party or any third party, or Debtor, Broker or Pershing relating to the establishment or maintenance of the Securities Account (including any CSA), the terms of this Agreement shall prevail.

5.2

No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

5.3

Until the termination of this Agreement, neither Broker nor Pershing will enter into any agreement with any other person pursuant to which it has agreed or will agree to comply with entitlement orders or other instructions of such other person relating to the Pledged Securities or the Securities Account.

5.4

Broker and Pershing have not entered into, and until the termination of this Agreement will not enter into, any agreement with Debtor or Secured Party or any other person purporting to limit or condition the obligation of Broker or Pershing to relay or comply with entitlement orders or other instructions as set forth in Section 1.2 hereof.

5.5

Broker, Pershing and Debtor agree that they will not amend any agreement that relates to the establishment or maintenance of the Securities Account and that affects the Pledged Securities without Secured Party’s prior written consent.

5.6

Debtor agrees with respect to any third party portfolio managers of the Securities Account that such managers will be bound by this Agreement to the same extent as Debtor himself/itself is bound with respect to the ability and rights to give Debtor Instructions with respect to the Securities Account. Debtor will inform such managers of the terms of this Agreement, and specifically this Section 5.6, promptly upon execution hereof, and obtain the agreement of such managers to be so bound. Debtor will promptly provide evidence to Broker of Debtor’s having given such notice to its third party portfolio managers and shall promptly provide Broker with a list, updated promptly from time to time, of its then current third party portfolio managers.

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Section 6 Representations, Warranties and Covenants of the Parties Hereto

6.1 Enforceable Agreement

Each party to this Agreement hereby represents, warrants and covenants severally as to itself, and not jointly, that this Agreement is its, his or her valid and legal obligation.

6.2 Account Name and Number

Broker, Secured Party and Pershing each covenants that it shall not redesignate, renumber, replace or otherwise modify the Securities Account without (a) the prior written consent of Secured Party and (b) the consent of Pershing (with any such redesignation, renumbering, replacement or modification by Pershing to be conclusive evidence of its consent thereto); provided that Pershing shall be permitted to make changes solely to the name of the Securities Account without the consent of any other party to this Agreement provided that such name includes “CS AG NY Branch Pledged as Secured Party for” immediately followed by the correct legal name of Debtor as set forth above or as otherwise abbreviated on instructions from Broker, and Broker provides prompt written notice to Secured Party of such change .

6.3 Account Type

Each party to this Agreement hereby represents, warrants, acknowledges and covenants that the Securities Account is not and will not be, during the effectiveness of the Agreement, a margin account or subject to check writing privileges.

6.4 Adverse Claims

Except for the claims and interest of Secured Party, Broker, Pershing and Debtor in the Pledged Securities, neither Broker nor Pershing has any actual knowledge of any claim to, or interest in, the Pledged Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Securities, Pershing or Broker will promptly notify Secured Party and Debtor thereof. Nothing in this Section 6.4 imposes upon Broker or Pershing any duty to investigate or inquire whether an adverse claim to, or interest in, the Pledged Securities exists.

6.5 Independent Transaction

Each party to this Agreement hereby represents, warrants, acknowledges and covenants that, notwithstanding any other provision of this Agreement, and notwithstanding any role by Broker or Pershing or any of its affiliates, directors, officers, agents, employees, counsel, accountants, advisors or representatives in referring Debtor to Secured Party, or Secured Party to Debtor, in respect of any loan or other transaction, including any transaction contemplated by this Agreement or to which this Agreement relates (each a “Referral”): (a) each of Debtor and Secured Party is making an independent determination and evaluation as to whether, and on what terms, to engage in any

Securities Account Sole Control Agreement – (Combined) Page 9

transaction with the other (including in respect of the execution, delivery and performance of this Agreement), (b) Broker is not acting as representative or in any representational capacity for or on behalf of Secured Party, and is not acting as agent or broker for Secured Party except as specifically provided herein, and (c) Broker and Pershing do not make any representation or warranty of any type whatsoever to Secured Party with respect to any information concerning Debtor which Secured Party may obtain from Debtor, Broker or Pershing or any other person (including any statements, confirmations or other information sent to Secured Party pursuant to Section 2.3 hereof), and Broker and Pershing shall have no obligation or responsibility to ascertain the accuracy of, or update in any respect, any such information.

Section 7 Indemnification

7.1 Debtor’s and Secured Party’s Obligation to Hold Harmless and Indemnify Broker and Pershing

Each of Debtor and Secured Party hereby agree that (a) Broker and Pershing and their respective affiliates, and their directors, officers, agents, employees, counsel, accountants, advisors and representatives, and any third party portfolio manager under Broker’s Preferred Advisors Program (each an “Indemnified Party”) are released from any and all liabilities to Debtor and Secured Party (and any other person claiming through or on behalf of Debtor or Secured Party) in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto or contemplated herein (including any Referral) and the compliance by any Indemnified Party with the terms hereof, except (with respect to any Indemnified Party) to the extent that such liabilities arise from such Indemnified Party’s gross negligence or willful misconduct, and (b) Debtor, its successors and assigns shall at all times indemnify and save harmless each Indemnified Party from and against any and all claims, actions and suits of others arising out of the terms of this Agreement, any loan or other transaction contemplated hereby, or the compliance of any Indemnified Party with the terms hereof, except (with respect to any Indemnified Party) to the extent that such arises from the gross negligence or willful misconduct of such Indemnified Party, and from and against any and all liabilities, losses, demands, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same (including any fees or charges with respect to the Securities Account). Without limiting the foregoing, in no event shall Broker or Pershing be liable for indirect or consequential damages.

7.2 Value of Pledged Securities

Broker and Pershing shall not have any responsibility or liability to Secured Party with respect to the value of the Pledged Securities or any diminution thereof.

7.3 Compliance with Orders and Instructions

Broker and Pershing shall not have any responsibility or liability to Secured Party for complying with any Debtor Instruction (even if inconsistent with any entitlement order or other instruction from Secured Party received subsequently and before Broker or Pershing have had a reasonable time to comply therewith). Broker and Pershing shall not have any responsibility or liability to Debtor for complying with any Stop Order or other entitlement order or other instruction from Secured Party

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(even if inconsistent with any entitlement order or other instruction of Debtor), and shall have no responsibility to investigate the appropriateness of any such entitlement order or other instruction, even if Debtor or Secured Party notifies Broker that the other is not legally entitled to give any such entitlement order or other instruction, unless such notification is in writing and (a) prior to any such notification, Broker has been served with an injunction, restraining order or other legal process issued by a court of competent jurisdiction (a “Court Order”) enjoining it from complying with such entitlement order or other instruction and has had a reasonable opportunity to act on such Court Order, or (b) Broker acts in collusion with Secured Party with the purpose and effect of violating Debtor’s rights. This Agreement does not create any obligation or duty of Broker or Pershing other than those expressly set forth herein. Without limiting the foregoing, this Agreement does not create any obligation or duty of Broker to reconcile any inconsistent entitlement orders or other instructions or to determine which inconsistent entitlement order or other instruction was appropriately given.

Section 8 Assignments Prohibited

None of Debtor, Broker or Pershing may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of all other parties to this Agreement. Secured Party may assign or transfer its rights and obligations provided that it furnishes to each other party to this Agreement prior written notice of its intention to assign this Agreement, and facilitates the execution of a new securities account control agreement to assign Secured Party’s rights and obligations hereunder to the assignee, and replace Secured Party with assignee as a party to this Agreement.

Section 9 Successors

Subject to the provisions of Section 8 hereof with respect to voluntary assignment of its rights, the terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law.

Section 10 Notices

Any notice, notification, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received, addressed to the party at the address set forth for such party on the first page of this Agreement, or in the case of international non-electronic communications, upon receipt, having been sent to the other party at the address set forth below via overnight courier; provided that, in each case, if notice is delivered or received on a day other than a Business Day, such notice shall be deemed effective on the next succeeding Business Day. Any party may change its address for notices in the manner set forth herein. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

Securities Account Sole Control Agreement – (Combined) Page 11

Section 11 Termination

11.1 Termination of this Agreement

The obligations of Broker and Pershing to Secured Party pursuant to this Agreement shall continue in effect until Broker receives a notice of termination in substantially the form of Exhibit B hereto from Secured Party. Upon receipt by Broker of such notice of termination, (a copy of which Broker shall promptly deliver to Pershing), the obligations of Broker and Pershing under this Agreement with respect to the operation and maintenance of the Securities Account will terminate, Secured Party shall have no further right to give entitlement orders or other instructions concerning the Securities Account or the Pledged Securities, and any previous entitlement orders or other instructions given by Secured Party will be deemed to be of no further force and effect; provided, that the provisions of Sections 2.4, 2.5, 2.7, 4, 5.1, 6.4, 7.1, 7.2, 7.3, 9, 10, 12 and 13 hereof and this Section 11.1 will survive termination of this Agreement.

11.2 Termination of Account

Broker may, upon 30 days written notice to Debtor and Secured Party, resign with respect to its responsibilities hereunder and (a) direct Pershing to transfer the Pledged Securities to another institution, or (b) relay to Pershing entitlement orders or other instructions with respect to the Pledged Securities that are received by Broker within 30 days of such notice of resignation, from either (i) Secured Party, or (ii) Debtor; provided, that Debtor’s instructions are accompanied by the written consent of Secured Party. Secured Party (or Debtor with the written consent of Secured Party) shall have the right to identify the institution and the account to which Pledged Securities shall be transferred by sending an entitlement order to Broker at any time prior to the expiration of the thirtieth (30th) day after written notice from Broker is received by Secured Party. If neither Secured Party nor Debtor has delivered a suitable entitlement order with respect to the Pledged Securities, Broker may, at its option, deposit such Pledged Securities with a court of competent jurisdiction or establish a successor account at another institution. Any such successor account established by Broker at another institution shall be maintained in the same name as the Securities Account but, other than the name in which the account is maintained, Broker shall have no obligation to establish an account with the same or even similar terms as the Securities Account. If Broker deposits Pledged Securities with a court or establishes a successor account as provided herein, it shall promptly give notice thereof to each other party to this Agreement.

11.3 Termination by Pershing

Pershing may, upon 30 days written notice to all parties, resign as carrying broker with respect to the Securities Account; provided, that it shall comply with entitlement orders or other instructions and assist the parties hereto in transferring custody of the Securities Account to a third party carrying broker and follow all relevant terms of any applicable clearing, carrying or custody agreement between Broker and Pershing.

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Section 12 Confidentiality

Secured Party shall maintain the confidentiality of all information provided to it by Debtor, Broker or Pershing hereunder in accordance with its customary practices for confidential personal information provided to it by individual borrowers or other customers.

Section 13 Arbitration

13.1 ARBITRATION DISCLOSURE

(a) THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:

(1) ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.

(2) ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.

(3) THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.

(4) THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.

(5) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

(6) THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.

(7) THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

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13.2 ARBITRATION AGREEMENT

13.2.1

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE TAKEN TO ARBITRATION AS SET FORTH IN THIS SECTION 13.

13.2.2

ANY CONTROVERSY ARISING OUT OF THIS AGREEMENT THAT IS SUBMITTED TO ARBITRATION SHALL BE CONDUCTED BEFORE THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC., IN ACCORDANCE WITH THEIR RULES (WHICH RULES ARE INCORPORATED HEREIN BY REFERENCE). ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTIES OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. A JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS AND WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

Section 14 Counterparts

This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Debtor(s): By signing below, Debtor agrees to all of the terms of the Agreement, and specifically consents as follows: I authorize and direct Broker to furnish information about me relating to the Securities Account and the Pledged Securities and to provide all such statements, confirmations and other information to Secured Party, Pershing, and any affiliate, director, officer, agent, employee, counsel, accountant, advisor or representative of Broker as Broker may deem appropriate for use in connection with this Agreement or any Referral, and to assist them in better serving me and so that they may provide me with individually tailored advice and services.

[Remainder of page intentionally left blank.]

Securities Account Sole Control Agreement – (Combined) Page 14

THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 13 ON PAGES 14-15. DEBTOR ACKNOWLEDGES RECEIVING A COPY OF THIS AGREEMENT.

Debtor:
WM. POLK CAREY ESTATE, LLC
By:
Name:
Title:	Manager
Date:	December 19, 2012
Secured Party:
CREDIT SUISSE AG, NEW YORK BRANCH
By:
Name:
Title
Date:	December 19, 2012
By:
Name:
Title
Date:	December 19, 2012
Address:	Eleven Madison Avenue New York, NY 10010
Broker:
CREDIT SUISSE SECURITIES (USA) LLC
By:
Name:
Title
Date:	December 19, 2012
Pershing:
PERSHING LLC
By:
Name:
Title
Date:	December 19, 2012

Securities Account Sole Control Agreement – (Combined)

Exhibit A

[Date]

Mr. [                    ]

CREDIT SUISSE SECURITIES (USA) LLC

Eleven Madison Avenue

New York, NY 10010

Entitlement Order for Securities Account No. 214521452 (the “Securities Account”)

Ladies and Gentlemen:

As referenced in the Securities Account Sole Control Agreement, dated December 19, 2012 (the “Agreement”), among Wm. Polk Carey Estate, LLC (“Debtor”), Credit Suisse Securities (USA) LLC, Pershing LLC and the undersigned, pursuant to Section 2 of the Agreement, we hereby give you the following entitlement order with respect to the above-referred Securities Account:

[[All property credited to the Securities Account] [The Pledged Securities identified below] should be transferred to [            ] for credit to Account No. [            ] maintained in the name [                    ]. You are hereby instructed promptly to instruct Pershing LLC accordingly.]

[and/or]

[We are hereby exercising exclusive control over the Securities Account and you shall not accept, or relay to Pershing LLC, any further instructions of any kind from Debtor with respect to the Securities Account. You are hereby instructed promptly to relay this instruction to Pershing LLC.]

Very truly yours,

CREDIT SUISSE AG, NEW YORK BRANCH

By:

Name:

Title:

cc:    Wm. Polk Carey Estate, LLC

Securities Account Sole Control Agreement – (Combined)

Exhibit B

[Date]

Mr. [                    ]

CREDIT SUISSE SECURITIES (USA) LLC

Eleven Madison Avenue

New York, NY 10010

Termination of Agreement

You are hereby notified that the Securities Account Sole Control Agreement, dated December 19, 2012 (the “Agreement”), among Credit Suisse Securities (USA) LLC (“Broker”), Wm. Polk Carey Estate, LLC (“Debtor”), Pershing LLC and the undersigned is terminated and that neither you nor Pershing LLC has any further obligations to the undersigned pursuant to the Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Securities Account Number [            ] and the Pledged Securities (as defined in the Agreement) from Debtor. This notice terminates any obligations you or Pershing LLC may have to the undersigned with respect to such Securities Account; provided, however, that nothing contained in this notice shall alter any obligations which you or Pershing LLC may otherwise owe to Debtor pursuant to any other agreement.

Broker is hereby instructed to deliver a copy of this notice by facsimile transmission to Pershing LLC and to Debtor.

Very truly yours,

CREDIT SUISSE AG, NEW YORK BRANCH

By:

Name:

Title:

Securities Account Sole Control Agreement – (Combined)