AMENDMENT AGREEMENT dated as of May 11, 2012

order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d)                                 Consents.  All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(e)                                  Obligations Binding.  Each of this Agreement and the Master Agreement as amended hereby constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

3.                                      Non-Reliance.

Each party hereby further agrees as follows:

(a)                                  Non-Reliance.  It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether such Agreement and the Master Agreement as amended hereby is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary.  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Agreement; it being understood that information and explanations related to the terms and conditions of this Agreement and the Master Agreement as amended hereby shall not be considered investment advice or a recommendation to enter into this Agreement.  It has not received from the other party any assurance or guarantee as to the expected results of entering into this Agreement;

(b)                                 Evaluation and Understanding.  It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and the Master Agreement as amended hereby.  It is also capable of assuming, and assumes, the financial and other risks of this Agreement and the Master Agreement as amended hereby;

(c)                                  Status of Parties.  The other party is not acting as a fiduciary or an advisor for it in respect of this Agreement; and

(d)                                 Reliance on its Own Advisors.  Without limiting the generality of the foregoing, in making its decision to enter into this Agreement, it will not rely on any communication from the other party as, and it has not received any representation or other communication from the other party constituting, legal, accounting, business or tax advice, and it will consult its own legal, accounting, business and tax advisors concerning the consequences of this Agreement and the Master Agreement as amended hereby.

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(4)                                 Evidence of Incumbency.  Each party shall deliver to the other, at the time of its execution of this Agreement, certified evidence of the specimen signature and incumbency of each person who is executing this Agreement on the party’s behalf, unless such evidence has previously been supplied in connection with the  Agreement and remains true and in effect.

5.                                      Miscellaneous.

(a)                                  Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

(b)                                 Amendments.  No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties.

(c)                                  Counterparts.  This Agreement may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(d)                                 Headings.  The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

(e)                                  Governing Law.  This Agreement will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine that would result in the application of the laws of any other jurisdiction).

[Signature page follows]

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IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date specified on the first page of this Agreement.

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