PIPER JAFFRAY & CO. Issuer THE BANK OF NEW YORK MELLON Trustee INDENTURE Dated as of April 1, 2013 SECURED COMMERCIAL PAPER NOTES - SERIES III

This INDENTURE is dated as of April 1, 2013 (as amended, supplemented or restated from time to time, this “Indenture”), between PIPER JAFFRAY & CO., a corporation organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as indenture trustee (the “Trustee”).

WHEREAS, Trustee and Issuer each have executed a Letter of Representations (the “Letter of Representations”, which term shall include the procedures referred to therein) with the Issuer and the initial Clearing Agency, The Depository Trust Company (“DTC”) and a Certificate Agreement (the “Certificate Agreement”) with DTC which establish, among other things, the procedures to be followed by Trustee in connection with the issuance and custody of Book-Entry Series III-A CP Notes.

WHEREAS, The Bank of New York Mellon, as Securities Intermediary and, in its capacity as Trustee hereunder, as Secured Party, and Issuer, as Pledgor, each have executed a Collateral Account Control Agreement, dated as of the date hereof, whereby the Securities Intermediary has agreed to establish and maintain the Collateral Account (as defined herein).

NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

To secure payment and performance of the Series III-A CP Notes and other obligations of the Issuer under this Indenture, the Issuer hereby unconditionally grants, transfers, assigns, sets over, pledges and conveys to the Trustee, as Trustee and Secured Party, for the exclusive benefit of the Holders of the Series III-A CP Notes, subject to the terms of this Indenture and the Collateral Account Control Agreement (pursuant to which the Securities Intermediary will take instructions from the Pledgor or the Secured Party, as specified therein) a continuing security interest in and a lien on all of the Issuer's right, title and interest in and to all assets held by the Securities Intermediary pursuant to the Collateral Account Control Agreement, including without limitation (a) all investment property held in the Collateral Account whether now or hereafter existing, including all payments of principal and interest received, collected or otherwise recovered on such investment property and all other proceeds received in respect of such investment property, (b) all cash, instruments or other property that are held or required to be deposited in the Collateral Account, including all investments made with funds in the Collateral Account, and (c) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards (collectively, the “Collateral”).

The foregoing Grants are made in trust to secure the Series III-A CP Notes equally and ratably without prejudice, priority or distinction between any Series III-A CP Note and any other Series III-A CP Notes, except as expressly provided in this Indenture and to secure (i) the

payment of all amounts due on the Series III-A CP Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided herein (the “Secured Obligations”).

The Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Series III-A CP Notes may be adequately and effectively protected.

Section 1.01    Definitions.

“Act” or “Act of the Series III-A CP Noteholders” has the meaning specified in Section 10.02 of this Indenture.

“Affiliate” means, with respect to a particular Person, (a) any Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, or (b) any Person who is a director or officer or general partner (i) of such Person, (ii) of any subsidiary of such Person, or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote 5% or more of the securities having ordinary voting power to elect the directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Authorized Representative” has the meaning specified in Section 3.07 of this Indenture.

“Basic Documents” means this Trust Indenture and the Collateral Account Control Agreement.

“Book Entry Series III-A CP Notes” means beneficial interests in Notes designated as “Book Entry Series III-A CP Notes” in this Indenture, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.11; provided, that after the occurrence of a condition whereupon Definitive Series III-A CP Notes are to be issued to Note Owners, such Book Entry Series III-A CP Notes shall no longer be “Book Entry Series III-A CP Notes.”

“Business Day” means any day on which the Trustee and the appropriate depositories are open for business.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, as amended. As of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means each date of issuance of Series III-A CP Notes.

“Collateral” has the meaning specified in the Granting Clauses herein.

“Collateral Account” means custodial account number [PJH009], established and maintained by the Securities Intermediary under the Collateral Account Control Agreement.

“Collateral Account Control Agreement” means, the Collateral Account Control Agreement, dated as of April 1, 2013, among The Bank of New York Mellon as Trustee, as Secured Party and, The Bank of New York Mellon, as Securities Intermediary, and the Issuer, as Pledgor, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Indenture is located at

The Bank of New York Mellon

101 Barclay Street, Floor 7 West

New York, New York, New York, 10286

Attention:    Corporate Trust Administration

Dealing and Trading.

“Daily Collateral Report” means a report provided by the Trustee pursuant to Section 3.03, containing the information required in Exhibit E hereto.

“Definitive Series III-A CP Note” means a Series III-A CP Note in the form of a registered, physical certificated security issued or endorsed directly to the Holder thereof.

“Designated Officer” shall mean an officer of the Trustee charged with the administration of this Indenture.

“Dollars”, “$” or “U.S. $” means United States dollars and, where the context requires, means Dollars paid and/or held in the form of cash monies or dollar-denominated commercial deposit accounts.

“DTC” has the meaning specified in the Preamble to this Indenture.

“Eligible Collateral” has the meaning specified in Article 1 and Schedule I of the Collateral Account Control Agreement.

“Event of Default” has the meaning specified in Section 5.01 of this Indenture.

“Interest Accrual Period” means, with respect to any interest-bearing Series III-A CP Notes, on any Interest Payment Date, the period from and including the preceding Interest Payment Date (or, in the case of the first Payment Date occurring after the related Closing Date, such Closing Date) to and excluding such Payment Date, in each case calculated on the basis of actual number of days over 360 days, subject to Section 10.10.

“Interest Payment Date” means the fifteenth day of each calendar month or, if such fifteenth day is not a Business Day, the next succeeding Business Day, commencing April 2012.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Issuance Notice” means the notice required to be provided by the Issuer to the Trustee pursuant to Section 2.14(c) of this Indenture.

“Issuer” means Piper Jaffray & Co., a Delaware corporation.

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, participation or equity interest, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and includes the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

“Majority of Series III-A CP Noteholders” or “Majority Series III-A CP Noteholders”, means the Holders of Series III-A CP Notes evidencing in the aggregate more than 50% of the Outstanding amount of the Series III-A CP Notes.

“Margin Percentage” shall have the meaning specified in Article I of the Collateral Account Control Agreement.

“Margin Value” shall have the meaning specified in Article 1 of the Collateral Account Control Agreement.

“Margin Value Deficiency” means the excess of the Obligation Amount over the Margin Value.

“Master Series III-A CP Note” has the meaning specified in Section 2.01 of this Indenture.

“Maturity Date” means, as to each Series III-A CP Note, the Maturity Date set forth on the face thereof; provided, however, the Maturity Date of a Series III-A CP Note shall not be greater than 270 days or less than 27 days after the related Closing Date; and further provided that a Maturity Date must be on a Business Day.

“Note Account” means the account of that name established pursuant to Section 8.05 of this Indenture.

“Notice of Exclusive Control” has the meaning set forth in Article 1 of the Collateral Account Control Agreement.

'Obligation Amount” has the meaning specified in Article 1 of the Collateral Account Control Agreement.

“Officer's Certificate” means a certificate signed by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the relevant party and delivered to the Trustee.

“Opinion of Counsel” means a written opinion reasonably acceptable to the party to whom the opinion is directed. of counsel, who may be counsel for or an employee of the Person providing the opinion.

“Outstanding” as of any date of determination and with respect to Series III-A CP Notes, refers to all Series III-A CP Notes theretofore authenticated and delivered under this Indenture, except:

“Paying Agent” means any paying agent appointed pursuant to Section 2.08 of this Indenture, and shall initially be the Trustee.

“Payment Date” means each Interest Payment Date and each Maturity Date.

“Permitted Lien” means with respect to the Collateral, Liens in favor of the Trustee pursuant to this Indenture.

“Person” means any legal person, including any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust, unincorporated organization, governmental entity or other entity of similar nature.

“Record Date” means the Business Day immediately preceding a Payment Date or Interest Payment Date .

“Relevant UCC State” means each jurisdiction in which the filing of a UCC financing statement is necessary to perfect the ownership interest of the Issuer pursuant to the security interest granted to the Issuer or the Trustee.

“Secured Obligations” has the meaning assigned in the granting clauses of this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” has the meaning specified in the Collateral Account Control Agreement.

“Series III-A CP Note Interest” means, with respect to any interest-bearing Series III-A CP Note, the interest payable in respect of such Series III-A CP Notes (as calculated in accordance with Section 2.15 hereof and payable pursuant to Section 8.02 of this Indenture), including any interest remaining unpaid from any prior Interest Payment Date.

“Series III-A CP Note Principal” means principal payable in respect of the Series III-A CP Notes pursuant to Section 8.02 of this Indenture.

“Series III-A CP Note Rate” means with respect to each Series III-A CP Note, the rate set by the Issuer at the time of issuance thereof, which rate shall be communicated to the Trustee by the Issuer in its Issuance Notice.

“Series III-A CP Note Register” means the register maintained pursuant to Section 2.05(a) of this Indenture, providing for the registration of the Series III-A CP Notes and transfers and exchanges thereof.

“Series III-A CP Noteholder or Holder” means the Person in whose name a Series III-A CP Note is registered in the Series III-A CP Note Register.

“Series III-A CP Notes” means the Issuer's Secured Commercial Paper Notes, issued pursuant to Section 2.01 of this Indenture and authenticated by the Trustee substantially in the form attached hereto as Exhibit A.

“Series III-A CP Note Owner or Owner” means with respect to a Book Entry Series III-A CP Note, the Person that is the beneficial owner of such Book Entry Series III-A CP Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency), and with respect to a Definitive Series III-A CP Note, the Person that is the registered owner of such Series III-A CP Note as reflected in the Note Register.

“Transfer” means to transfer, sell, exchange, pledge, hypothecate, participate, or otherwise assign, in whole or in part.

“Transfer Agent and Registrar” has the meaning specified in Section 2.05 of this Indenture.

“Trustee” means The Bank of New York Mellon, in its capacity as indenture trustee under this Indenture, or any successor trustee appointed as provided therein.

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the applicable jurisdiction.

Section 1.02    Rules of Construction.

Except as otherwise expressly provided in this Indenture or unless the context otherwise clearly requires:

Section 1.03    Supplements Controlling.

If a conflict exists between the provisions of this Indenture and any Supplement, the provisions of the Supplement shall be controlling.

Section 2.01    Form Generally.

The Notes shall be designated as the “Piper Jaffray Secured Series III-A CP Notes.” The Notes, together with the Trustee's certificate of authentication, shall be in substantially the forms set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Series III-A CP Notes, as evidenced by their execution of the Series III-A CP Notes. Any portion of the text of any Series III-A CP Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Series III-A CP Note.

The Definitive Series III-A CP Notes and the global certificate (“Master Series III-A CP Note”) representing the Book Entry Series III-A CP Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Series III-A CP Notes, as evidenced by their execution of such Series III-A CP Notes.

Each Series III-A CP Note shall be dated the date of its authentication. The terms of the Series III-A CP Notes set forth in Exhibit A are part of the terms of this Indenture.

Section 2.02    Denominations.

The Series III-A CP Notes shall be issued in minimum amounts of $100,000 and integral multiples of $5,000 in excess thereof. Series III-A CP Notes shall be issued without coupons attached. Issuances of the Series III-A CP Notes will not be permitted in principal amounts less than $1,000,000.

Section 2.03    Execution, Authentication and Delivery.

Each Series III-A CP Note shall be executed by manual or facsimile signature by an Authorized Representative of the Issuer and shall be authenticated by the Trustee at the written direction of an Authorized Representative of the Issuer.

Series III-A CP Notes bearing the manual or facsimile signature of an individual who was, at the time when the signature was affixed, authorized to sign on behalf of the Issuer shall not be rendered invalid notwithstanding the fact that the individual ceased to be so authorized prior to the authentication and delivery of the Series III-A CP Notes or does not hold that office at the date of issuance of the Series III-A CP Notes.

No Series III-A CP Note shall be entitled to any benefit under this Indenture or be valid for any purpose unless a certificate of authentication appears on the Series III-A CP Note substantially in the form provided for in this Indenture executed by the Trustee by the manual signature of a duly

authorized signatory. The certificate of authentication upon any Series III-A CP Note shall be conclusive evidence, and the only evidence, that that Series III-A CP Note has been duly authenticated and delivered.

The Issuer will from time to time to the extent it determines to issue Definitive Series III-A CP Notes, furnish to the Trustee an adequate supply of Series III-A CP Notes. Definitive Series III-A CP Notes, if any, shall be in substantially the form agreed upon by the Issuer and the Trustee and shall be serially numbered and shall have been executed by manual or facsimile signature of an Authorized Representative (as hereafter defined), but shall otherwise be uncompleted. Book-Entry Series III-A CP Notes shall be represented by a single Master Series III-A CP Notes substantially in the form attached hereto as Exhibit A and which shall be executed by manual or facsimile signature by an Authorized Representative in accordance with the Letter of Representations. Pending receipt of instructions pursuant to this Agreement, the Trustee will hold the Master Series III-A CP Note in safekeeping for the account of the Issuer or the Clearing Agency, as the case may be, in accordance with Trustee's customary practice and the requirements of the Certificate Agreement.

Each Definitive Series III-A CP Note or Master Series III-A CP Note delivered to the Trustee shall be accompanied by a letter from the Issuer, as the case may be, identifying the Definitive Series III-A CP Note or Master Series III-A CP Note(s) transmitted therewith, and the Trustee shall acknowledge receipt of such Definitive Series III-A CP Note(s) or Master Series III-A CP Note(s) on the copy of such letter or pursuant to some other form of written receipt deemed appropriate by the Trustee at the time of delivery to the Trustee of such Definitive Series III-A CP Note(s) or Master Series III-A CP Note(s). Pending the issuance of Definitive Series III-A CP Notes as provided in Section 2.13 of this Indenture, all Definitive Series III-A CP Notes and Master Series III-A CP Note(s) delivered to the Trustee shall be held by the Trustee for the account of the Issuer or the Clearing Agency, as the case may be, for safekeeping in accordance with the Trustee's customary practice and the requirements of the Certificate Agreement.

Section 2.04    Authenticating Agent.

“This is one of the Series III-A CP Notes described in the within‑mentioned Indenture.

Section 2.05    Registration of and Limitations on Transfer and Exchange of Series III-A CP Notes.

(a)    The Issuer shall cause to be kept a register (the “Series III-A CP Note Register”) in which, subject to such reasonable regulations as it may prescribe and the restrictions on transfers of the Series III-A CP Notes as provided herein, a transfer agent and registrar (the “Transfer Agent and Registrar”) shall provide for the registration of the Series III-A CP Notes and of transfers and exchanges of the Series III-A CP Notes. The Transfer Agent and Registrar shall initially be the Trustee, and the Series III-A CP Note Register shall initially be kept at the office of the Trustee. Unless the context requires otherwise, any reference in this Indenture to the Transfer Agent and Registrar shall include any co‑transfer agent and registrar appointed by the Trustee.

The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Issuer and the Series III-A CP Noteholders; provided, however, that such resignation shall not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Issuer at its own expense has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Trustee. If, after the date hereof, a Person other than the Trustee is appointed by the Issuer as Transfer Agent and Registrar, the Issuer shall give the Trustee prompt written notice of that appointment and of the location, and any change in the location, of the Series III-A CP Note Register. The Trustee may inspect the Series III-A CP Note Register at all reasonable times and obtain copies of it, and the Trustee may conclusively rely upon a certificate executed by the Transfer Agent and Registrar as to the names, addresses and taxpayer identification

numbers of the Series III-A CP Noteholders and the principal balances and numbers of the Series III-A CP Notes.

Upon surrender for registration of transfer of any Series III-A CP Note at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series III-A CP Notes in any authorized denominations of like aggregate principal balance.

At the option of a Series III-A CP Noteholder, Series III-A CP Notes may be exchanged for other Series III-A CP Notes in any authorized denominations of like aggregate principal balance, upon surrender of the Series III-A CP Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Series III-A CP Note is so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Series III-A CP Notes which the Series III-A CP Noteholder making the exchange is entitled to receive.

All Series III-A CP Notes issued upon any registration of transfer or exchange of Series III-A CP Notes shall evidence the same obligations and the same debt, and their Holders shall be entitled to the same rights and privileges under this Indenture, as the surrendered Series III-A CP Notes or the Holders thereof, as applicable.

Every Series III-A CP Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (i) a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar and duly executed by, its Holder or any attorney‑in‑fact thereof duly authorized in writing, (ii) any representation letters or certifications required by the Series III-A CP Notes and (iii) any other documents reasonably required by the Transfer Agent and Registrar. Each Series III-A CP Noteholder must satisfy all transfer restrictions set forth in the Series III-A CP Notes.

Each Series III-A CP Note shall be registered at all times as herein provided, and any transfer or exchange of such Series III-A CP Note shall be valid for purposes hereunder only upon registration of such transfer or exchange by the Transfer Agent and Registrar as provided herein. Payments on any Payment Date shall be made to Series III-A CP Noteholders of record on the immediately preceding Record Date.

No service charge shall be made for any registration of transfer or exchange of Series III-A CP Notes, but the Transfer Agent and Registrar or any co‑transfer agent and registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Series III-A CP Notes.

(b)    The Transfer Agent and Registrar shall at all times maintain in The City of New York, an office or offices or agency or agencies where Series III-A CP Notes may be surrendered for registration of transfer or exchange.

(c)    No Series III-A CP Note may be offered, sold, delivered or transferred (including, without limitation, by pledge or hypothecation) except to Qualified Institutional Buyers (“QIBs”) and Qualified Purchasers (“QPs”) (each, as defined in Exhibit B hereto), in each case purchasing for their own account. Each Series III-A CP Note shall bear a restrictive legend to the foregoing effect substantially in the form of the legends on the face of the form of Series III-A CP Note at Exhibit A.

(d)    Each Prospective Owner shall represent and warrant in writing in substantially the form set forth in Exhibit B hereto, to the Issuer, Indenture Trustee and the Series III-A CP Note Registrar and any of their respective successors that:

(i)    Such Person is duly authorized to purchase such Series III-A CP Notes and its purchase of investments having the characteristics of such Series III-A CP Notes is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; and

(ii)    Such Person understands that each holder of such Series III-A CP Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of this Indenture.

(e)    Each Prospective Owner of a Series III-A CP Note shall represent and warrant in writing, in substantially the form set forth in Exhibit B hereto, as applicable, to the Issuer, the Indenture Trustee and the Series III-A CP Note Registrar and any of their respective successors that:

(i)    Such Person is a QIB or QP and is acquiring such Series III-A CP Note for its own account or for the account of one or more QIBs or QPs for whom it is authorized to act; and

(ii)    Such Person understands that such Series III-A CP Notes have not been registered under the Securities Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such Series III-A CP Notes, such Series III-A CP Notes may be offered, resold, pledged or otherwise transferred only to a person whom the seller reasonably believes is a QIB or QP that is purchasing such Notes for its own account or for the account of a QIB or QP, in each case in compliance with the requirements of this Indenture.

(f)    In the event that a Series III-A CP Note is transferred to a Person that does not meet the requirements of this Section 2.05, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Trustee or any intermediary; and neither the Indenture Trustee nor the Issuer shall make any payments on such Note for as long as such Person is the Series III-A CP Noteholders of such Series III-A CP Note.

(g)    Each Holder of a Series III-A CP Note (or Note Owner) desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer and the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws and any other restrictions specified in this Section 2.05. Each holder of a Book-Entry Series III-A CP Note shall be deemed to have consented to such transfer restrictions.

(h)    The Trustee shall cause each Series III-A CP Note to contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Notes is subject to certain restrictions as set forth herein.

Section 2.06    Mutilated, Destroyed, Lost or Stolen Series III-A CP Notes.

If (a) the Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of any Series III-A CP Note, and there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer, the Transfer Agent and Registrar and the Trustee harmless or (b) any mutilated Series III-A CP Note is surrendered to the Trustee, then, in the absence of notice to the Issuer, the Transfer Agent and Registrar or the Trustee that the Series III-A CP Note has been acquired by a bona fide purchaser, the Issuer shall execute, and the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Series III-A CP Note, a replacement Series III-A CP Note of like tenor (including the same date of issuance) and principal amount, bearing a number not contemporaneously outstanding.

However, if the mutilated, destroyed, lost or stolen Series III-A CP Note shall have become or within seven days shall be due and payable, or shall have been selected or called for redemption, instead of issuing a replacement Series III-A CP Note, the Issuer may pay the Series III-A CP Note without its surrender, except that any mutilated Series III-A CP Note shall be surrendered. If a bona fide purchaser of the original Series III-A CP Note in lieu of which a replacement Series III-A CP Note was issued (or payment was made) presents for payment the original Series III-A CP Note, the Issuer and the Trustee shall be entitled to recover the replacement Series III-A CP Note (or the payment) from the Person to whom it was delivered or any Person taking the replacement Series III-A CP Note from the Person to whom the replacement Series III-A CP Note was delivered or any assignee of that Person, except a bona fide purchaser.

Upon the issuance of any replacement Series III-A CP Note under this Section, the Issuer may require the payment by the Holder of the Series III-A CP Note of a sum sufficient to cover any tax or other governmental charge that may be imposed on that issuance and any other reasonable expenses (including the fees and expenses of the Trustee or the Transfer Agent and Registrar) connected with that issuance.

Every replacement Series III-A CP Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Series III-A CP Note shall constitute complete and indefeasible evidence of a claim against the Issuer secured by the lien of this Indenture, as if originally issued, whether or not the destroyed, lost or stolen Series III-A CP Note shall be found at any time,

and shall be entitled to all the benefits of this Indenture equally and proportionately with any other duly issued Series III-A CP Notes.

The provisions of this Section are exclusive and shall preclude all other rights and remedies regarding the replacement or payment of mutilated, destroyed, lost or stolen Series III-A CP Notes.

Section 2.07    Persons Deemed Owners.

Prior to due presentation for registration of transfer of any Series III-A CP Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee shall treat the Person in whose name any Series III-A CP Note is registered as the owner of that Series III-A CP Note for the purpose of receiving distributions pursuant to the terms herein and for all other purposes whatsoever. Neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

Section 2.08    Appointment of Paying Agent.

The Trustee shall always be a Paying Agent for the Series III-A CP Notes (and the Trustee hereby accepts its appointments as a Paying Agent hereunder). The Issuer may appoint additional Paying Agents and may vary or terminate the appointment of any Paying Agent other than the Trustee. Any additional Paying Agent appointed by the Issuer shall be a bank or other financial institution which, on the date of appointment, has short‑term debt ratings of at least “P‑1” from Moody's and “A‑1” from Standard & Poor's.

Notice of all changes in the identity or specified office of a Paying Agent shall be delivered promptly to the Series III-A CP Noteholders by the Issuer.

Section 2.09    Access to List of Series III-A CP Noteholders' Names and Addresses.

(a)    The Transfer Agent and Registrar shall furnish or cause to be furnished to the Issuer, the Trustee, any Owner or any Paying Agent requesting it a list of the names and addresses of the Series III-A CP Noteholders within five Business Days after receipt by the Transfer Agent and Registrar of a written request therefor from that Person; provided, however, that in the case of a person claiming to be an Owner requesting a list of such names and addresses the Transfer Agent and Registrar shall not furnish such list until the Issuer shall have authorized release of such list and the Trustee shall have no liability for such release or the identity of the requesting person.

(b)    Every Series III-A CP Noteholder, by receiving and holding a Series III-A CP Note, agrees that none of the Issuer, the Trustee, the Transfer Agent and Registrar nor any of their respective agents and employees shall be held accountable for the disclosure of any information as to the names and addresses of the Series III-A CP Noteholders pursuant to clause (a) above.

Section 2.10    Cancellation.

All Series III-A CP Notes surrendered for payment, registration of transfer, exchange, or redemption shall be delivered to the Trustee and promptly canceled by it in accordance with its customary procedures. The Issuer may at any time deliver to the Trustee for cancellation any Series

III-A CP Notes previously authenticated and delivered that the Issuer may have acquired in any lawful manner. All Series III-A CP Notes so delivered shall be promptly canceled by the Trustee in accordance with its customary procedures. No Series III-A CP Notes shall be authenticated in lieu of or in exchange for any Series III-A CP Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Series III-A CP Notes held by the Trustee shall be disposed of by it in its customary manner unless the Issuer directs by a timely order that they be returned to it. Promptly upon the written request of the Issuer, Trustee shall cancel and return to the Issuer issued Certificated Series III-A CP Notes in its possession at the time of such request.

Section 2.11.    Book Entry Series III-A CP Notes.

The Series III-A CP Notes will be issued in the form of typewritten Notes or Master Series III-A CP Notes representing Book Entry Series III-A CP Notes, to be delivered to, or to the Trustee, as custodian for, the Clearing Agency, by, or on behalf of, the Issuer. The Book Entry Series III-A CP Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the Clearing Agency, and no Owner of Book Entry Series III-A CP Notes thereof will receive a Definitive Series III-A CP Note representing such Series III-A CP Note Owner's interest in such Book-Entry Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Series III-A CP Notes”) have been issued to such Owners of Book Entry Series III-A CP Notes pursuant to Section 2.13:

(i)    the provisions of this Section shall be in full force and effect;

(ii)    the Note Registrar, the Trustee and the Issuer shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book Entry Series III-A CP Notes and the giving of instructions or directions hereunder) as the sole holder of the Book Entry Series III-A CP Notes, and shall have no obligation to the Owners of Book Entry Series III-A CP Notes;

(iii)    to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv)    the rights of Owners of Book Entry Series III-A CP Notes shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners of Book Entry Series III-A CP Notes and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Series III-A CP Notes are issued pursuant to Section 2.13, neither the Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book Entry Series III-A CP Notes to such Clearing Agency Participants; and

(v)    whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the

extent that it has received instructions to such effect from Owners of Book Entry Series III-A CP Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book Entry Series III-A CP Notes and has delivered such instructions to the Trustee.

Section 2.12    Notices to Clearing Agency.

Whenever a notice or other communication to the Series III-A CP Noteholders is required under this Indenture, unless and until Definitive Series III-A CP Notes shall have been issued to such Owners of Book Entry Series III-A CP Notes pursuant to Section 2.13, the Trustee shall give all such notices and communications specified herein to be given to Owners of Book Entry Series III-A CP Notes to the Clearing Agency, and shall have no obligation to such Series III-A CP Noteholders.

Section 2.13.    Definitive Series III-A CP Notes.

If (i) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book Entry Series III-A CP Notes and the Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default hereunder, Series III-A CP Note Owners of the Book Entry Series III-A CP Notes representing beneficial interests aggregating at least a majority of the Outstanding Balance of the Book Entry Series III-A CP Notes advise the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of such Series III-A CP Note Owners, then the Clearing Agency shall notify all Owners of Book Entry Series III-A CP Notes, the Trustee and the Note Registrar of the occurrence of any such event and of the availability of Definitive Series III-A CP Notes to Owners of Book Entry Series III-A CP Notes requesting the same. Upon surrender to the Note Registrar of the typewritten Notes representing the Book Entry Series III-A CP Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Note Registrar shall authenticate the Definitive Series III-A CP Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar, or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Series III-A CP Notes, the Trustee and the Issuer shall recognize the Holders of such Definitive Series III-A CP Notes as Noteholders.

Section 2.14    Series III-A CP Note Issuance Procedures.

(a)    On the initial Closing Date, the Issuer shall execute and the Trustee shall authenticate and deliver the Master Series III-A CP Note, which shall not contain a specified principal amount but shall represent the entire amount of Series III-A CP Notes Outstanding from time to time hereunder; provided that the maximum principal aggregate amount of the Series III-A CP Notes shall not exceed $100,000,000 at any time. The Master Series III-A CP Note shall be held by Trustee as Issuing Agent and custodian for the Depository.

(b)    From time to time during the term of this Indenture and subject to the terms and conditions hereof, and upon the Trustee's timely receipt of written or telecopy instructions, notice transmitted directly to the Trustee's computers or in such manner as the Trustee then employs as its

normal business practice (collectively, “Instructions”), not later than 5:00 p.m., New York City time, on a Business Day, from an Authorized Representative, on the day immediately preceding the day of issuance ( to be followed up by the Issuer's entry in the “MMI/OIS” system (or any successor to such system) not later than 11:00 a.m., New York City time on the day of issuance) of any Definitive Series III-A CP Notes (in the case of instructions from an Authorized Representative) the Trustee shall withdraw the respective Definitive Series III-A CP Notes from safekeeping and in accordance with the Instructions so received, take the following actions with respect to each such Definitive Series III-A CP Notes:

(i)date each such Definitive Series III-A CP Notes the date of issuance thereof (which shall be a Business Day) and insert the maturity date thereof (provided that the Authorized Representative shall ensure that such date is a Business Day and that it shall not less than 27 days or more than 270 days from the date of issue) and the face amount (provided that the Authorized Representative shall ensure that such face amount is not less than $100,000) thereof in figures;

(ii)authenticate (by countersigning) each such Definitive Series III-A CP Notes in the appropriate space provided thereon; and

(iii)    deliver in the Borough of Manhattan south of Chambers Street each such Definitive Series III-A CP Notes to the person designated by such Authorized Representative against Payment in immediately available funds of the principal amount of Series III-A CP Notes.

(c)    In the case of Book-Entry Series III-A CP Notes, from time to time during the term of this Indenture and subject to the terms and conditions hereof, and upon the Trustee's timely receipt of written or telecopy instructions, notice transmitted directly to the Trustee's computers or in such a manner as the Trustee then employs as its normal business practices, and confirmed by the Issuer by the submission of an Issuance Notice, not later than 5:00 p.m., New York City time, on a Business Day, from an Authorized Representative, on the day immediately preceding the day of issuance ( to be followed up by the Issuer's entry in the “MMI/OIS” system (or any successor to such system) not later than 11:00 a.m., New York City time on the day of issuance) of any Book-Entry Series III-A CP Notes (in the case of instructions from an Authorized Representative) the Trustee shall give issuance instructions for the issuance of Book-Entry Series III-A CP Notes to the Clearing Agency in a manner set forth in, and take other actions as are required by, the Letter of Representations and the Certificate Agreement. Instructions for the issuance of Book-Entry Series III-A CP Notes shall include the following information with respect to each Book-Entry Series III-A CP Note:

Notwithstanding the foregoing, instructions with respect to Book-Entry Series III-A CP Notes to be issued on the date of this Agreement shall be provided not later than 9:00 a.m., New York City time, on the date of issuance to be followed up by the Issuer's entry in the “MMI/OIS” system not later than 11:00 a.m., New York City time on the day of issuance.

(d)    Trustee shall send a report (by telecopy or other means permitted hereunder) except if otherwise provided to the Issuer on a monthly basis of the Trustee's issuance of Series III-A CP Notes under this Section 2.14, including the maturity date and face amounts of each Series III-A CP Note issued.

(e)    Instructions must be received by the Trustee by 5:00 p.m., New York City time, on a Business Day, on the day immediately preceding the day of issuance, for physical issuance or for book-entry issuance ( to be followed up by the Issuer's entry in the “MMI/OIS” system (or any successor to such system) not later than 11:00 a.m., New York City time on the day of issuance).

(f)    The Issuer understands that although Trustee has been instructed to deliver Series III-A CP Notes against payment, delivery of Series III-A CP Notes may, in accordance with the custom prevailing in the commercial paper market, be made before receipt of payment in immediately available funds. Therefore, once Trustee has delivered a Series III-A CP Note as instructed by the Issuer, the Issuer shall bear the risk that a Series III-A CP Note purchaser fails to remit payment for the Series III-A CP Note. Trustee shall have no liability to the Issuer for any failure or inability on the part of a purchaser to make payment for Series III-A CP Notes. Nothing in this Agreement shall require Trustee to purchase any Series III-A CP Note or expend its own funds for the purchase price of a Series III-A CP Note or Series III-A CP Notes.

(g)    Except as may otherwise be provided in the Letter of Representations, if at any time the Issuer instructs Trustee to cease issuing Definitive Series III-A CP Notes and to issue only Book-Entry Series III-A CP Notes, the Trustee agrees that all Series III-A CP Notes will be issued as Book-Entry Series III-A CP Notes and that no Definitive Series III-A CP Notes shall be exchanged for Book-Entry Series III-A CP Notes unless and until the Trustee have received written instructions from an Authorized Representative to the contrary.

(h)    It is understood that Trustee is not under any obligation to assess or review the financial condition or credit worthiness of any person to or for whose account Trustee is instructed to deliver a Series III-A CP Note pursuant to instructions from an Authorized Representative or to advise the Issuer as to the results of any such appraisal or investigation Trustee may have conducted on its own or of any adverse information concerning any such person that may in any way have come to Trustee's attention.

(i)    It is understood that the Clearing Agency may request the delivery of Definitive Series III-A CP Notes in exchange for Book-Entry Series III-A CP Notes upon the termination of

the Clearing Agency's services pursuant to the Clearing Agency Letter of Representations. Accordingly, upon such termination, Trustee is authorized to complete and deliver Definitive Series III-A CP Notes in partial or complete substitution for Book-Entry Series III-A CP Notes of the same face amount and maturity as requested by the Clearing Agency. Upon the completion or delivery of any such Definitive Series III-A CP Notes, Trustee shall annotate its records regarding the Master Series III-A CP Note with respect to such Book-Entry Series III-A CP Notes to reflect a corresponding reduction in the face amount of the Outstanding Book-Entry Series III-A CP Notes. Trustee's authority to so complete and deliver such Definitive Series III-A CP Notes shall be irrevocable at all times from the time a Book-Entry Series III-A CP Note is purchased until the indebtedness evidenced thereby is paid in full.

(j)    If Trustee shall receive instructions (confirmed in writing in accordance with this Indenture) from the Issuer not to issue or deliver Series III-A CP Notes, until revoked in writing or superseded by further written instructions from the Issuer, Trustee shall not issue or deliver Series III-A CP Notes, provided, however, that, Trustee shall be required to deliver Series III-A CP Notes in respect of agreements for the sale of Series III-A CP Notes concluded by an Authorized Representative prior to receipt by the Authorized Representative of notice of such instructions from the Issuer, if the Authorized Representative shall have confirmed such delivery to Trustee in writing prior to Trustee's delivery of the Series III-A CP Notes. For purposes of this Section (i), Trustee may rely on written notice given or delivered to Trustee by an Authorized Representative as to whether any particular Series III-A CP Notes are to be issued in respect of such agreements concluded by such Authorized Representative, and Trustee shall have no obligation to make any other or further investigation.

(k)     Each issuance of Series III-A CP Notes hereunder shall be subject to the conditions (to be monitored by the Issuer) that: (i) each representation, warranty and covenant of the Issuer contained in this Indenture is satisfied on the date of such issuance, (ii) there shall be no occurrence and continuance of an Event of Default that remains uncured, and (iii) there shall have been confirmed by the Securities Intermediary to the Trustee, on or prior to 12:00 noon, New York City time, that there is no Margin Value Deficiency (i.e., the aggregate Series III-A CP Note Principal Outstanding immediately after such issuance, taking into account any concurrent maturities and redemptions, shall not exceed the Margin Value), and no issuance shall occur unless these conditions are satisfied. Notwithstanding the foregoing, the confirmation from the Securities Intermediary with respect to Book-Entry Series III-A CP Notes to be issued on the date of this Agreement shall be provided not later than 2:30 p.m., New York City time, on the date of issuance, or promptly thereafter.

Section 2.15     Payment of Interest and Principal; Optional Redemption.

(a)    Each Series III-A CP Note shall either (i) be sold at a discount to the face or par amount thereof and not bear interest or (ii) accrue interest at the stated Series III-A CP Note Rate and such interest shall be payable on each Interest Payment Date. If Series III-A CP Notes are issued with Interest, such Interest shall be computed on each such Series III-A CP Note on the basis of a 360-day year and the actual number of days elapsed in each Interest Accrual Period. The principal of the Series III-A CP Notes shall be payable on the related Maturity Date. Notwithstanding the

foregoing, the entire unpaid principal amount of the Series III-A CP Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Trustee, or Majority CP Holders have declared the Series III-A CP Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on the Series III-A CP Notes shall be made to the Series III-A CP Noteholders entitled thereto.

(b)    By 11:00 a.m., New York City time, on each Payment Date, Issuer shall transfer to Paying Agent for deposit in the Note Account immediately available funds at least equal to the sum of any Series III-A CP Note Interest and the aggregate principal amount of all Series III-A CP Notes maturing on such Payment Date. In the event Issuer fails to make the payment by such time, the Trustee may provide DTC with a “refusal to pay” notice. Paying Agent shall then pay on the Payment Date to each holder of the Series III-A CP Notes (which may, in the case of Book-Entry Series III-A CP Notes held by Paying Agent pursuant to the Certificate Agreement, be the Clearing Agency or a nominee of the Clearing Agency), (i) Series III-A CP Note Interest, if any, and (ii) the principal amount of all Series III-A CP Notes maturing on such Payment Date that are presented to Paying Agent for payment at or prior to 3:00 p.m., New York City time, on such day (or if presented after 3:00 p.m., New York City time, then on the next succeeding Business Day) to the extent of funds available in the Note Account. Upon payment by Paying Agent as aforesaid, Paying Agent shall mark Definitive Series III-A CP Note(s) presented as paid, cancel such Definitive Series III-A CP Note(s) and dispose of such cancelled Definitive Series III-A CP Notes in accordance with Section 2.10 of this Indenture. After payment of any matured Book-Entry Series III-A CP Note, Paying Agent shall also annotate its records to reflect the remaining aggregate Outstanding principal amount of Book-Entry Series III-A CP Notes in accordance with the Letter of Representations.

(c)    Any Series III-A CP Note Interest and principal payable on the Maturity Date of any Definitive Series III-A CP Note shall be paid on the applicable Payment Date (to the extent of funds available in the Note Account) to the Person in whose name such Series III-A CP Note is registered on the Record Date by check mailed first-class postage prepaid to such Person's address as it appears on the Note Register on such Record Date or, upon written request made to the Paying Agent with a copy to the Trustee, if the Trustee is not the Paying Agent, at least five Business Days prior to the related Record Date, by the Holder of a Series III-A CP Note by wire transfer in immediately available funds to an account specified in the request and at the expense of such Series III-A CP Noteholder.

Section 2.16      CUSIP Numbers.

Section 3.01    Representations and Warranties of the Issuer--General. The Issuer hereby represents and warrants to the Trustee and the Series III-A CP Noteholders, as of the Closing Date:

agreement, lease or instrument to which the Issuer is a party or by which it or its properties may be bound or affected except those as to which a consent or waiver has been obtained and is in full force and effect and an executed copy of which has been delivered to the Trustee, or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Issuer other than as specifically contemplated by this Agreement.

For the purposes of the representations and warranties contained in this Section 3.01 and made by the Issuer on the initial Closing Date, “Series III-A CP Notes” shall mean the Series III-A CP Notes issued on such Closing Date. The representations and warranties set forth in this Section 3.01 shall survive the grant and assignment of the respective Collateral to the Trustee. The

Issuer hereby represents and warrants to the Trustee, as of each Closing Date that the representations and warranties of the Issuer set forth in this Section 3.01 are true and correct as of such date. Upon discovery by the Issuer of a breach of any of the foregoing representations and warranties, the Issuer shall give written notice to the Series III-A CP Noteholders, within two (2) Business Days following such discovery.

Section 3.02    General Covenants of the Issuer.

The Issuer hereby covenants that:

Event of Default. As soon as possible, and in any event within five Business Days after the Issuer has knowledge of the occurrence of any Event of Default, a written statement of an Authorized Representative of the Issuer describing such event and the action that the Issuer proposes to take with respect thereto, in each case in reasonable detail.

Upon discovery by an Authorized Representative of the Issuer of a breach of any of the foregoing covenants, the Issuer shall give written notice to the other parties hereto, and to the Series III-A CP Noteholders, within two Business Days following such discovery. Upon receipt by a Designated Officer of the Trustee of written notice of a breach of any of the foregoing covenants, the Trustee shall give written notice to the other parties to hereto, and to the Series III-A CP Noteholders, within two Business Days following receipt of such written notice.

Section 3.03    Collateral Maintenance; Substitution; Trustee Daily Collateral Reports.

On the initial Closing Date, the Issuer shall have deposited in the Collateral Account, Eligible Collateral with a Margin Value of not less than the Obligation Amount. At or before 1:00 p.m. New York City time each Business Day thereafter, Securities Intermediary will determine the Margin Value of the Collateral, in accordance with Article III of the Collateral Account Control Agreement. If the Securities Intermediary notifies the Issuer at or before 1:00 p.m. New York City time on any Business Day of the existence of a Margin Deficiency (taking into account any new issuance, maturities or redemptions), then on or before 3:30 p.m. New York City time on such Business Day, the Issuer shall deliver to Securities Intermediary for deposit into the Collateral Account an amount of Collateral at least equal to the Margin Deficiency. If the Securities Intermediary notifies the Issuer after 1:00 p.m. New York City time on any Business Day of the existence of a Margin Deficiency, the Issuer shall use its best efforts to deliver on or before the close of business on such Business Day, to Securities Intermediary for deposit into the Collateral Account an amount of Collateral at least equal to the Margin Deficiency; provided, however, that in no case shall the Issuer deliver such Collateral after 1:00 p.m. New York City time on the following Business Day.

Assuming that Securities Intermediary has not received a Notice of Exclusive Control (in the form of Exhibit C hereto) from the Trustee, as Secured Party, pursuant to Section 5.04, and provided that there shall not be a Collateral Deficiency immediately after any substitution referred to herein, the Issuer shall be permitted at any time prior to 3:30 p.m. New York City time during any Business Day, to substitute new Eligible Collateral for existing Eligible Collateral in the Collateral Account having at least the same market value as the Eligible Collateral for which the substitution is made held; provided however that on any Business Day on which new Series III-A CP Notes are being issued, no such substitutions shall be permitted after 12:00 noon New York City time. Such substitutions shall be effectuated by the Securities Intermediary upon receipt of Oral or Written Instructions of the Issuer in the manner specified in Article III of the Collateral Account Control Agreement.

The Trustee shall obtain from the Securities Intermediary's data base, Access Edge, the information needed to prepare and shall prepare and deliver a Daily Collateral Report on each Business Day to the Issuer. The Daily Collateral Report shall be made available through GCT Investor Reporting to beneficial owners of the Series III-A CP Notes requesting such access.

Section 3.04    Money for Series III-A CP Note Payments to Be Held in Trust.

The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which that Paying Agent agrees with the Trustee that it will, and the Trustee hereby agrees in its capacity as Paying Agent, subject to the provisions of this Section, that it will:

To obtain the satisfaction and discharge of this Indenture or for any other purpose, the Issuer may at any time in writing direct any Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent. Those sums shall be held by the Trustee upon the same trusts as those upon which they were held by the Paying Agent. Upon that payment by any Paying Agent to the Trustee, that Paying Agent shall be released from all further liability regarding that money.

Section 3.05    Unclaimed Funds.

On the request of the Issuer, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Series III-A CP Note and remaining unclaimed for two years after it has become due and payable shall be paid to the Issuer. The Holder of the Series III-A CP Note on which payment was due shall thereafter look only to the Issuer for payment as an unsecured general creditor. All liability of the Trustee or the Paying Agent regarding that trust money to the extent so paid to the Issuer shall thereupon cease. The Trustee or the Paying Agent, before being required to make any payment, may at the expense of the Issuer cause to be published once, in a newspaper of general circulation published in the English language and customarily published on each Business Day in New York, New York and in the city in which the principal corporate trust office of the Trustee is located, notice that such money remains unclaimed and that, after a date specified therein, which shall be not less than 30 days from the date of the publication, any unclaimed balance of that money then remaining will be repaid to the Issuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of a release of payment (including mailing notice of the release to Series III-A CP Noteholders whose Series III-A CP Notes have been called but have not been surrendered for redemption or whose right to monies payable but not claimed is determinable from the records of any Paying Agent, such notice to be mailed to the last address of record of each such Series III-A CP Noteholder).

Section 3.06    Successor Substituted.

Upon any consolidation or merger or any transfer of the assets of the Issuer substantially as an entirety, the Person formed by or surviving the consolidation or merger (if other than the Issuer) or the Person to which the transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if that Person had been named as the Issuer. The entity that was the Issuer prior to the transfer shall be released from its obligations under this Indenture as Issuer immediately upon the effectiveness of the transfer, but shall not be released from any obligations or liabilities to the Trustee or the Series III-A CP Noteholders arising prior to such effectiveness.

Section 3.07    Authorized Representative

Section 4.01    Satisfaction and Discharge.

This Indenture shall cease to be of further effect with respect to the Series III-A CP Notes, except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Series III-A CP Noteholders to receive payments of principal of and interest on the Notes, (d) the rights and immunities of the Trustee under this Indenture, including the rights of the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.02 and (e) the rights of Series III-A CP Noteholders as beneficiaries of this Indenture regarding property deposited under Section 4.02 with the Trustee and payable to any of them, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to those Series III-A CP Notes, on demand of and at the expense of the Issuer, when either:

(B)    the Issuer has delivered to the Trustee an Officer's Certificate of the Issuer stating that all amounts payable under this Indenture to the Series III-A CP Noteholders have been paid.

Notwithstanding the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, the obligations of the Issuer to the Trustee under Section 6.07 and of the Trustee to the Series III-A CP Noteholders under Section 4.02 shall survive such satisfaction and disharge.

Section 4.02    Application of Trust Money.

All monies deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it in accordance with the provisions of the Series III-A CP Notes and this Indenture to make payments of all sums due and to become due on the Series III-A CP Notes for principal and interest to the Series III-A CP Noteholders for whose payment the monies have been deposited with the Trustee. These payments may be made either directly or through any Paying Agent, as the Trustee may determine. These monies need not be segregated from other funds except to the extent required herein.

Section 5.01    Events of Default.

Noteholders as required hereunder, is not true and correct in any material respect when made or deemed made; (v) if Issuer shall (A) become insolvent, (B) not be paying its debts generally as such debts become due, (C) make an assignment for the benefit of creditors or cause or suffer any of their respective assets to come within the possession of any receiver, trustee or custodian, (D) have a petition filed by or against Issuer under the Bankruptcy Reform Act of 1978, as amended, or any similar law or regulation, (E) have any of its assets attached, seized or levied upon, or (F) otherwise become the subject of any insolvency or creditor enforcement proceedings, provided however, that any involuntary petition or other proceeding against Issuer shall not be an Event of Default unless an order for relief is entered or such proceeding remains undismissed for at least sixty (60) days; or (vi) if this Indenture, any Series III-A CP Note, or the Collateral Account Control Agreement, shall cease to be in full force and effect, shall be declared null and void, shall be revoked or terminated or shall be subject to any contest by Issuer as to their validity and/or enforceability, for any reason, or if Issuer shall for any reason deny any further liability to the Series III-A CP Noteholders hereunder and thereunder.

Section 5.02    Acceleration of Maturity; Rescission and Annulment.

1)    all payments of principal of and interest on the Series III-A CP Notes and all other amounts that would then be due under this Indenture or upon the Series III-A CP Notes if the Event of Default giving rise to the acceleration had not occurred; and

2)    all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee and their respective agents and outside counsel; and

No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.03    Collection of Indebtedness and Suits for Enforcement by Trustee.

The Issuer covenants that upon the acceleration of the maturity of the Series III-A CP Notes pursuant to Section 5.02 and the demand of the Trustee, the Issuer will immediately pay to the Trustee for the benefit of the Series III-A CP Noteholders the whole amount then due and payable on the Series III-A CP Notes for principal and interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, in the order set forth herein and, in addition thereto, any further amount necessary to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Issuer fails to pay these amounts forthwith upon the demand of the Trustee, the Trustee, in its own name and as Trustee of an express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute the proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the monies adjudged or decreed to be payable in the manner provided by law.

If an Event of Default occurs and is continuing, the Trustee may, in its discretion and subject to the provisions of Section 5.02, Section 5.12 and Section 6.01, proceed to protect and enforce its rights and the rights of the Series III-A CP Noteholders under this Indenture by whatever appropriate proceedings the Trustee may deem necessary to protect and enforce any of those rights, whether for the specific enforcement of any covenant or agreement contained in the Collateral Account Control Agreement or in aid of the exercise of any power granted in this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by law.

If proceedings relating to the Issuer under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency, or other similar law are pending, or if a receiver, assignee, or trustee in bankruptcy or reorganization, liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property, or if any other comparable judicial proceedings relating to the Issuer or the creditors or property of the Issuer are pending, then

regardless of whether the principal of any Series III-A CP Notes shall then be payable by their terms or by declaration or otherwise and regardless of whether the Trustee has made any demand pursuant to this Section, the Trustee shall be entitled and empowered, by intervention in the proceedings or otherwise:

and any trustee, receiver, liquidator, custodian, or other similar official is authorized by each of the Series III-A CP Noteholders to make payments to the Trustee, and, if the Trustee consents to payments going directly to the Series III-A CP Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee, and their respective agents, attorneys, and counsel, and all other expenses and liabilities incurred (including attorneys' fees and expenses), and all advances made, by the Trustee and each predecessor Trustee except as shall have been determined to have been caused by its own gross negligence or willful misconduct.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Series III-A CP Noteholders any plan of reorganization, arrangement, adjustment, or composition affecting the Series III-A CP Notes or the rights of any Series III-A CP Noteholder, or to authorize the Trustee to vote regarding the claim of any Series III-A CP Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or Person performing similar functions.

In any proceedings involving this Indenture or the Series III-A CP Notes the Trustee shall represent all the Series III-A CP Noteholders, and it shall not be necessary to make any Series III-A CP Noteholders parties to the proceedings.

Section 5.04    Remedies.

respect to the Collateral Account, and, subject to Section 5.05, Section 5.12 and Article VI hereof, shall do one or more of the following:

For the purpose of determining the sufficiency or insufficiency in clause (ii) above, the Trustee shall be provided by the Series III-A CP Noteholders with and may conclusively rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of the proposed action and as to the sufficiency of the Collateral for these purposes.

1)    first, to the Trustee, all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee and its respective agents and outside counsel; and.

2)    second, to the payments of principal of and interest on the Series III-A CP Notes and all other amounts then due under this Indenture or upon the Series III-A CP Notes.

Section 5.05    Optional Preservation of Trust Assets.

If the Series III-A CP Notes have been declared to be payable under Section 5.02 following an Event of Default and the declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to maintain possession of the Collateral. It is the intent of the parties to this Indenture and the Series III-A CP Noteholders that all principal of and interest on the Series III-A CP Notes be paid in full when due. The Trustee shall take direction from Majority of the Series III-A CP Noteholders in determining whether to maintain possession of the Collateral, and may rely upon an opinion of an independent investment banking or accounting firm of national

reputation addressed to the Trustee as to the feasibility of the proposed action and as to the sufficiency of the Collateral for these purposes.

Section 5.06    Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Series III-A CP Notes may be prosecuted and enforced by the Trustee without the possession of any of the Series III-A CP Notes or their production in any proceeding relating to them. Any proceeding instituted by the Trustee shall be brought in its own name as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Series III-A CP Noteholders and any other parties entitled thereto upon which the judgment has been obtained.

Section 5.07    Limitation on Suits.

No Series III-A CP Noteholder shall have any right to institute any proceedings, judicial or otherwise, regarding this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:

No one or more Series III-A CP Noteholders may in any manner whatever under any provision of this Indenture affect, disturb, or prejudice the rights of any other Series III-A CP Noteholder or obtain or seek to obtain priority or preference over any other Series III-A CP Noteholder or enforce any right under this Indenture, except in the manner provided in this Indenture and for the equal and ratable benefit of all the Series III-A CP Noteholders.

If the Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Series III-A CP Noteholders, each representing less than Majority Series III-A CP Noteholders, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture; provided, however, that the Trustee shall be under no obligation to act until it is directed by the Majority Series III-A CP Noteholders.

Section 5.08    Unconditional Rights of Series III-A CP Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, each Series III-A CP Noteholder shall have the absolute and unconditional right to receive payment of the principal of and interest on its Series III-A CP Note as that principal and interest becomes due and payable and to institute suit for the enforcement of that payment. This right shall not be impaired without the consent of the affected Series III-A CP Noteholder.

Section 5.09    Restoration of Rights and Remedies.

If the Trustee or any Series III-A CP Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and that proceeding has been discontinued or abandoned, or has been determined adversely to the Trustee or to the Series III-A CP Noteholder, then the Issuer, the Trustee, and the Series III-A CP Noteholder shall, subject to any determination in that proceeding, be restored to their former positions under this Indenture, and thereafter all rights and remedies of the Trustee and the Series III-A CP Noteholders shall continue as though no proceeding had been instituted.

Section 5.10    Rights and Remedies Cumulative.

No right, remedy, power, or privilege herein conferred upon or reserved to the Trustee or to the Series III-A CP Noteholders is intended to be exclusive of any other right, remedy, power, or privilege. Every right, remedy, power, or privilege shall be cumulative and in addition to every other right, remedy, power, or privilege given under this Indenture or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right, remedy, power, or privilege shall not preclude any other further assertion or the exercise of any other appropriate right, remedy, power, or privilege.

Section 5.11    Delay or Omission Not Waiver.

No failure to exercise and no delay in exercising, on the part of the Trustee or of any Series III-A CP Noteholder or other Person, any right, remedy, power, or privilege upon any Event of Default shall impair that right, remedy, power, or privilege or constitute a waiver of it or of the Event of Default or an acquiescence in the Event of Default. Every right, remedy, power, or privilege given by this Article or by law to the Trustee or to the Series III-A CP Noteholders may be exercised as often as may be deemed expedient by the Trustee or by the Series III-A CP Noteholders, as the case may be.

Section 5.12    Rights of Series III-A CP Noteholders to Direct Trustee.

Promptly upon receiving notice of the occurrence of an Event of Default, the Trustee shall notify all of the Series III-A CP Noteholders and Mariner Wealth Advisors and Montage Investments. The Majority Series III-A CP Noteholders may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee regarding the Series III-A CP Notes or exercising any trust or power conferred on the Trustee regarding the Notes.

Notwithstanding the foregoing and subject to Section 6.01:

Section 5.13    Waiver of Past Defaults.

Prior to the declaration of the acceleration of the maturity of the Series III-A CP Notes as provided in Section 5.02 (except in the case of subsection (a)(ii) below), Majority Series III-A CP Noteholders may, on behalf of all the Series III-A CP Noteholders, waive in writing any past default on the Series III-A CP Notes and its consequences, except:

Upon any written waiver, the default shall cease to exist, and any Event of Default arising from it shall be deemed to have been cured for every purpose of this Indenture. No such waiver shall extend to any subsequent or other default or impair any right consequent to it.

Section 5.14    Undertaking for Costs.

All parties to this Indenture agree, and each Series III-A CP Noteholder by its acceptance of a Series III-A CP Note shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by that party litigant. The provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Series III-A CP Noteholders (in compliance with Section 5.07) holding in the aggregate not less than 25% of the principal balance of the outstanding Series III-A CP Notes, or to any suit instituted by any Series III-A CP Noteholder for the enforcement of the payment of the principal or interest on any Series III-A CP Note on or after the Payment Date on which the principal or interest was due (or, in the case of redemption, on or after the applicable redemption date).

Section 5.15    Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may adversely affect the covenants or the performance of this Indenture. The Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay, or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.16    Sale of Trust Assets.

Section 5.17    Action on Notes.

The Trustee's right to seek and recover judgment on the Series III-A CP Notes or under this Indenture shall not be affected by the seeking or obtaining of or application for any other relief

under this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Trustee or the Series III-A CP Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under that judgment upon any portion of the Trust Assets or upon any of the assets of the Issuer. Any money or property collected by the Trustee shall be applied as specified in Section 5.04 of this Indenture.

Section 5.18    Limited Rights of Certain Series III-A CP Noteholders.

Neither the Issuer or any Affiliate thereof as Holders of any Series III-A CP Notes issued pursuant to this Indenture related thereto shall have any rights to direct the Trustee to take any action in respect of the Series III-A CP Notes pursuant to this Indenture.

Section 5.19    Series III-A CP Noteholders Designation of Authroized Representative.

To the extent that any Holder designates to the satisfaction of the Trustee by use of a form substantially similar to Exhibit G hereto, Mariner Wealth Advisors or Montage Investments (or any successors thereto) as its agent hereunder, Trustee shall treat Mariner Wealth Advisors or Montage Investments (as applicable) as the agent of any such Holder for all purposes hereunder including for purposes of determining a Majority of Series III-A CP Noteholders until such designation is revoked.

Section 6.01    Duties of Trustee.

Section 6.02    Notice of Event of Default.

Upon the occurrence of any Event of Default of which a Designated Officer of the Trustee has actual knowledge or has received written notice, the Trustee shall transmit by mail notice of the occurrence of the event to all Series III-A CP Noteholders as their names and addresses appear on the Series III-A CP Note Register and Mariner Wealth Advisors and Montage Investments within 5 days after it receives written notice or obtains actual knowledge of the event.

Section 6.03    Rights of Trustee.

Section 6.04    Not Responsible for Recitals or Issuance of Notes.

The recitals contained in this Indenture and in the Notes, except the certificate of authentication of the Trustee, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture, the Notes, or any related document. The Trustee shall not be accountable for the use or application by the Issuer of the proceeds from the Notes.

Section 6.05    May Hold Notes.

The Trustee, any Paying Agent, any Transfer Agent and Registrar, or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Series III-A CP Notes and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Transfer Agent and Registrar, or other agent.

Section 6.06    Money Held in Trust.

Any money held by the Trustee in trust under this Indenture need not be segregated from any other funds held by the Trustee in trust under this Indenture except to the extent required by this Indenture. The Trustee shall be under no liability for interest on any money received by it under this Indenture except as otherwise agreed upon in writing by the Trustee.

Section 6.07    Compensation, Reimbursement and Indemnification.

Section 6.08    Replacement of Trustee.

No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee pursuant to this Section. The Trustee may resign at any time upon 60 days' written notice to the Issuer. Majority Series III-A CP Noteholders may remove the Trustee with or without cause by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee satisfactory to the Series III-A CP Noteholders.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers, and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Series III-A CP Noteholders. The retiring Trustee, upon payment of its charges hereunder, shall promptly transfer all property held by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Issuer), the Issuer or Majority Series III-A CP Noteholders may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to satisfy Section 6.11, any Series III-A CP Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer's obligations under Section 6.07 shall continue for the benefit of the removed or retiring Trustee.

Section 6.09    Successor Trustee by Merger.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving, or transferee corporation or banking association without any further act shall be the successor Trustee if that corporation or banking association is otherwise qualified and eligible under Section 6.11. The Trustee shall provide the Issuer and all Series III-A CP Noteholders prior written notice of any such transaction.

If any Series III-A CP Notes have been authenticated but not delivered at the time a successor to the Trustee by merger, conversion, consolidation, or transfer succeeds to the trusts created by this Indenture, the successor to the Trustee may adopt the certificate of authentication of the predecessor Trustee and deliver the Series III-A CP Notes so authenticated.

Any successor to the Trustee may authenticate Series III-A CP Notes in the name of the successor Trustee and those certificates of authentication shall have the full force that it is anywhere provided in the Series III-A CP Notes or in this Indenture that certificates of authentication of the Trustee shall have.

Section 6.10    Appointment of Co‑Trustee or Separate Trustee.

Section 6.11    Eligibility; Disqualification.

The Trustee shall have a combined capital and surplus of at least $500,000,000 as set forth in its most recently filed report of condition.

Section 6.12    Representations and Covenants of Trustee.

The Trustee represents, warrants and covenants that:

Section 6.13    Trustee as Paying Agent, Registrar and Authenticating Agent.

Where the Trustee shall act in the capacity of Paying Agent, Registrar, Authenticating Agent and issuing agent (collectively, the “Agent Capacity”), neither the Trustee nor its officers, employees or agents shall be liable for any act or omission thereunder, except in the case of a judicial determination of its own gross negligence or willful misconduct as described in Section 6.14 in this Indenture. The duties and obligations of the Trustee in its Agent Capacity and those of its officers and employees shall be determined by the express provisions of this Indenture, and the Trustee and its officers, employees and agents shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied covenants shall be read into any such document against the Trustee or its officers, employees or agents. Neither the Trustee or its officers, employees or agents shall be required to ascertain whether any issuance or sale of Series III-A CP Note(s) (or any amendment or termination of this Indenture) has been duly authorized or is in compliance with any other agreement, ordinance, resolution or other undertaking or document to which the Issuer is a party or by which it or its property may be bound (whether or not the Trustee is a party to such other agreement).

Section 6.14    Liability in Agent Capacity.

The Issuer hereby indemnifies and holds the Trustee in its Agent Capacity, and its employees and any of its officers and agents harmless, from and against, and the Trustee in its Agent Capacity shall not be liable for, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any nature (including, without limitation, interest and reasonable attorneys' fees, expenses, and the allocable costs of in-house legal services) arising out of or resulting from the exercise of its rights and/or the performance of its duties (or those of its agents and employees) hereunder; provided, however, that the Issuer shall not be liable to indemnify or pay you with respect to any loss, liability, action, suit, judgment, demand, damage, cost or expense that shall be determined to have been caused by your own gross negligence or willful misconduct or that of your officers or employees. The foregoing indemnity includes, but is not limited to, any action taken or omitted to be taken by the Trustee in its Agent Capacity upon electronically transmitted instructions (authorized herein) received by it from, or believed by it in good faith to have been given by, the proper person or persons. The provisions of this Section 6.14 shall survive (i) the Trustee's resignation or removal in its Agent Capacity and (ii) the termination of this Indenture.

In no event shall the Trustee, whether as Trustee or in its Agent Capacity be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.15    Information Sharing.

Issuer understands that The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through affiliates and subsidiaries located in multiple jurisdictions (the “BNY Mellon Group”). Issuer also understands that the BNY Mellon Group may centralize in one or more affiliates, subsidiaries or unaffiliated

service providers certain activities, including audit, accounting, administration, risk management, legal, compliance, sales, marketing, relationship management, and the storage, maintenance, aggregation, processing and analysis of information and data regarding Issuer and any accounts hereunder. Consequently, Issuer hereby consents and authorizes Securities Intermediary to disclose to other members of the BNY Mellon Group (and their respective officers, directors and employees) information and data regarding Issuer (as applicable), its employees and representatives, and any accounts hereunder in connection with the foregoing activities. To the extent that information and data includes personal data encompassed by relevant data protection legislation applicable to Issuer, Issuer represents and warrants that it is authorized to provide the foregoing consents and authorizations and that the disclosure to Securities Intermediary will comply with the relevant data protection legislation. Issuer acknowledges and agrees that information concerning it may be disclosed to unaffiliated service providers who are required to maintain the confidentiality of such information, to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates, and otherwise as required by law.

Section 7.01    Issuer to Furnish Trustee Names and Addresses of Series III-A CP Noteholders.

Within five days after each Record Date, the Transfer Agent and Registrar, at the direction of the Issuer, will cause to be furnished to the Trustee a list, in such form as the Trustee may reasonably require, of the names, addresses and taxpayer identification numbers of the Series III-A CP Noteholders as they appear on the Series III-A CP Note Register as of that Record Date. At any other time the Trustee may request the Issuer to furnish, on ten days' written notice, a list of similar form and content as of a date not more than 10 days prior to the time the list is furnished. So long as the Trustee is the Transfer Agent and Registrar, the Issuer shall not be required to furnish such lists and the Trustee shall furnish to the Issuer such list upon ten days' written request.

Section 7.02    Preservation of Information; Communications to Series III-A CP Noteholders.

Section 8.01    Collection of Money.

Section 8.02    Distributions.

On each Payment Date, the Trustee shall, in accordance with Section 2.15 of this Indenture, distribute to the Series III-A CP Noteholders payments due thereunder.

Section 8.03    Release of Trust Assets, Etc..

Section 8.05    Establishment of Note Account.

The Trustee, for the benefit of the Series III-A CP Noteholders, shall establish and maintain with a separate segregated trust account (the “Note Account”), bearing a designation clearly indicating that the funds therein are held for the benefit of the Series III-A CP Noteholders.

Section 9.01    Supplemental Indentures Without Consent of Series III-A CP Noteholders.

The Trustee is authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Section 9.02    Supplemental Indentures with Consent of Series III-A CP Noteholders.

The Issuer and the Trustee, when authorized by a written direction of an Authorized Representative of the Issuer, also may, with the consent of a Majority of Series III-A CP Noteholders, by an Act of the Series III-A CP Noteholders delivered to the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of those Series III-A CP Noteholders under this Indenture. However, no such supplemental indenture shall, without the consent of each Series III-A CP Noteholder affected thereby:

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Series III-A CP Noteholders to which that supplemental indenture relates written notice provided to the Trustee by the Issuer setting forth in general terms the substance of that supplemental indenture. The failure of the Trustee to mail any such notice, or any defect therein, shall not in any way impair or affect the validity of that supplemental indenture.

Section 9.03    Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Sections 6.01 and 6.03) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any supplemental indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.04    Effect of Supplemental Indenture.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and that supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Series III-A CP Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.05    Reference in Series III-A CP Notes to Supplemental Indentures.

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may bear a notation in form as to any matter provided for in that supplemental indenture. If the Issuer so determines, new Series III-A CP Notes so modified as to conform, in the opinion of the Issuer, to that supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for outstanding Notes.

Section 10.01    Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to those matters in one or several documents.

Any certificate or opinion of an Authorized Representative of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer's certificate or opinion is based are erroneous. Any such certificate of an Authorized Representative or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer or the Issuer, stating that the information with respect to those factual matters is in the possession of such party, unless such Authorized Representative or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to those matters are erroneous.

Where any Person is required to make, give, or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of that certificate or report (as the case may be), of the facts and opinions stated in that document shall in such case be conditions precedent to the right of the Issuer to have that application granted or to the sufficiency of that certificate or report. The foregoing shall not, however, be construed to affect the Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Section 10.02    Acts of Series III-A CP Noteholders.

Section 10.03    Notices, Etc. to Trustee, Issuer and Issuer.

Piper Jaffray & Co.

800 Nicollet Mall, J09STR

Minneapolis, MN ###-###-####

Attn: Treasury Department

Telephone:     ###-###-####

Facsimile:     ###-###-####

, or at any other address previously furnished in writing to the Trustee by the Issuer.

Telephone:     ###-###-####

Telephone:     ###-###-####

Section 10.04    Notices to Series III-A CP Noteholders; Waiver.

Where this Indenture provides for notice to Series III-A CP Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed by registered or certified mail or first class postage prepaid or national overnight courier service to each Series III-A CP Noteholder affected by such event, at the address of that Series III-A CP Noteholder as it appears on the Series III-A CP Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Series III-A CP Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Series III-A CP Noteholder shall affect the sufficiency of such notice with respect to other Series III-A CP Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, that notice may be waived in writing by any Person entitled to receive such notice, before the event, and any such waiver shall be the equivalent of that notice.

If because of the suspension of regular mail service, it is impractical to mail notice of any event to Series III-A CP Noteholders when that notice is required to be given, then any manner of giving that notice that is satisfactory to the Trustee shall be deemed to be a sufficient giving of that notice.

The Issuer shall give prompt written notice to each Series III-A CP Noteholder of any of the following occurrences: (a) the appointment of a successor Trustee and (b) the execution of a supplemental indenture pursuant to Article IX.

Section 10.05    Alternate Payment and Notice Provisions.

Notwithstanding any provision of this Indenture or any of the Series III-A CP Notes to the contrary, the Issuer, with the consent of the Trustee, may enter into any agreement with any Series III-A CP Noteholder providing for a method of payment, or notice by the Trustee or any Paying Agent to that Series III-A CP Noteholder, that is different from the methods provided for in this Indenture for payments or notices. The Issuer will furnish to the Trustee a copy of each such

agreement and the Trustee will cause payments to be made and notices to be given in accordance with those agreements.

Section 10.06    Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 10.07    Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 10.08    Separability.

If any provision in this Indenture or in the Series III-A CP Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.09    Benefits of Indenture.

Except as set forth in Section 10.13, nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Series III-A CP Noteholders, any benefit.

Section 10.10    Legal Holidays.

In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Series III-A CP Notes or this Indenture) payment need not be made on that date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 10.11    Governing Law.

Section 10.12    Counterparts.

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 10.13    Issuer Obligation.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Series III-A CP Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a membership or other equity interest in the Issuer or (iii) any manager, partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, or of any holder of a membership or other equity interest in the Issuer.

Section 10.14    No Petition.

The Trustee, by entering into this Indenture, and each Series III-A CP Noteholder, by accepting a Note, hereby covenant that they will not at any time institute against the Issuer, or join in any institution against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, until at least one year and one day after the payment in full of all Series III-A CP Notes issued under this Indenture.

Section 10.15 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

PIPER JAFFRAY & CO., Issuer

BY:

By: /s/ Debbra L. Schoneman

Printed Name: Debbra L. Schoneman

Title: Chief Financial Officer

THE BANK OF NEW YORK MELLON, as Trustee

By: /s/ Maryann Joseph

Printed Name: Maryann Joseph

Title: Vice President

THIS MASTER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS (I) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, OR (II) A QUALIFIED PURCHASER (“QP”) WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER SIMILARLY QUALIFIED PURCHASERS, PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION, SUBJECT TO THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE NOTE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Piper Jaffray & Co., a corporation organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount of all Series III-A CP Notes Outstanding at the related Maturity Date therefor, which principal amounts and Maturity Dates shall be as identified on the Issuing Agent's records (the “Records”), as Custodian for Cede & Co., in accordance with Section 2.14 of the Indenture, plus Interest on each interest bearing Series III-A CP Note on the related Interst Payment Date as set forth in the Records. The principal of and interest on the Series III-A CP Notes are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to each Series III-A CP Note shall be applied first to interest, if any, due and payable on such Series III-A CP Note and then to the unpaid principal of such Series III-A CP Note.

Reference is made to the further provisions of the Series III-A CP Notes set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Master Series III-A CP Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Series III-A CP Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Signatory as of the date set forth below.

Date: April 1, 2013

PIPER JAFFRAY & CO.

This is the Master Series III-A CP Notes of Piper Jaffray & Co.designated above and referred to in the within-mentioned Indenture.

Date: April 1, 2013

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely

as Indenture Trustee,

This Master Series III-A CP Note is being held by the Issuing Agent, as custodian for DTC acting as Depository, and registered in the name of Cede & Co., a nominee of DTC. This Master Series III-A CP Note represents the Issuer's obligations under each duly authorized issue of the Series III-A CP Notes of the Issuer, designated as its Senior Secured Commercial Paper Notes (herein called the “Series III-A CP Notes”), all issued under an Indenture dated as of April 1, 2013 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and as Issuing Agent and Paying Agent, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Series III-A CP Notes. Each of the Series III-A CP Notes represented by this Master Series III-A CP Note shall be issued pursuant to the procedures set forth in the Indenture, including an identification in the Issuing Agent's records of the Issuance Date, the Maturity Date, the Interest Rate, if any, the Discount, if any, and the CUSIP applied to such Series III-A CP Note. All of the Series III-A CP Notes represented by this Master Notes are subject to all terms of the Indenture. All terms used in this Master Series III-A CP Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

As described above, the entire unpaid principal amount of each Series III-A CP Note represented by this Master Series III-A CP Note shall be due and payable on related Maturity Date set forth in the Records. Notwithstanding the foregoing, the entire unpaid principal amount of each Series III-A CP Note shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Majority Noteholders have declared the Series III-A CP Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Series III-A CP Notes shall be made pro rata to the Series III-A CP Noteholders entitled thereto.

Each Series III-A CP Noteholder or Series III-A CP Note Owner, by acceptance of a Series III-A CP Note or, in the case of a Series III-A CP Note Owner, a beneficial interest in a Series III-A CP Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture on the Series III-A CP Notes or under any certificate or other writing delivered in connection therewith, against the Indenture Trustee.

On each CP Interest Payment Date, commencing on April 15, 2013, the Indenture Trustee or Paying Agent shall distribute to the Person in whose name this Series III-A CP Note is registered at the close of business on the Record Date an amount equal to the related Series III-A CP Note Interest, if any, at the Interest Rate set forth in the Issuing Agent's records for such Series III-A CP Notes.

Distributions on each Series III-A CP Note will be made by the Indenture Trustee or Paying Agent by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Note Register or, upon written request to the Indenture Trustee, by wire transfer of immediately available funds to the account of the Person entitled thereto as shall appear on the Note Register without the presentation or surrender of this Note or the making of any notation thereon, at a bank or other entity having appropriate facilities therefor.

This Series III-A CP Note is a direct an unconditional obligation of the Issuer and is secured equally and ratably by certain collections and recoveries respecting the Collateral, all as more specifically set forth herein and in the Indenture and the Collateral Account Control Agreement, dated as of April 1, 2013, between the Indenture Trustee, as Secured Party, The Bank of New York Mellon, as Securities Intermediary and the Isuuer, as Pledgor. The Series III-A CP Notes are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation or any other governmental agency.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Master Series III-A CP Note is registrable in the Note Register upon surrender of this Master Series III-A CP Note for registration of transfer at the offices or agencies maintained by the Note Registrar in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Indenture Trustee, duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Series III-A CP Notes in authorized denominations evidencing the same aggregate undivided Percentage Interest will be issued to the designated transferee or transferees. As of the date any such Series III-A CP Notes are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Note

The Series III-A CP Notes are issuable only as registered Series III-A CP Notes. As provided in the Indenture and subject to certain limitations therein set forth, the Series III-A CP Notes are exchangeable for new Series III-A CP Notes evidencing the same undivided ownership interest, as requested by the holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Issuer, the Indenture Trustee, the Issuing Agent, the Paying Agent and the Note Registrar, and any agent of any of the foregoing, may treat the person in whose name this Series III-A CP Note is registered as the owner hereof for all purposes, and none of the foregoing shall be affected by notice to the contrary.

The obligations and responsibilities created by the Indenture shall terminate upon the payment to Series III-A CP Noteholders of all amounts required to be paid to them pursuant to the Indenture and the disposition of all Collateral held by the Securities Intermediary on behalf of the Trustee.

The following exchanges of a part of this Master Note for an interest in another Master Note or for an Individual Note, or exchanges of a part of another Master Note or Individual Note for an interest in this Master Note, have been made:

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto                                                 

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                 , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

800 Nicollet Mall, J13S22

Minneapolis, MN ###-###-####

AGREEMENT, dated as of April 1, 2013 among Piper Jaffray & Co. (“Pledgor”), The Bank of New York Mellon, as Indenture Trustee (“Secured Party”) and The Bank of New York Mellon (“Securities Intermediary”).

    

WHEREAS, Secured Party and Pledgor have entered into that certain Indenture dated as of April 1, 2013 (the “Indenture”) pursuant to which Pledgor agreed to pledge to Secured Party for the benefit of the Series III-A CP Noteholders (as defined below) the Collateral (as defined below) in order to secure the repayment of Pledgor's obligations to the Series III- A CP Noteholders;

WHEREAS, Secured Party and Pledgor have requested Securities Intermediary to hold the Collateral and to perform certain other functions as more fully described herein; and

WHEREAS, Securities Intermediary has agreed to act on behalf of Secured Party and Pledgor in respect of Collateral delivered to Securities Intermediary by Pledgor for the benefit of the Secured Party, subject to the terms hereof;

NOW THEREFORE, in consideration of the mutual promises set forth hereafter, the parties hereto agree as follows:

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1.    “Account” shall mean a custodial account established and maintained pursuant to this Agreement in which Collateral shall be deposited by Pledgor and pledged to Secured Party and any demand deposit account established and maintained in connection therewith.

2.    “Authorized Person” shall be any person, whether or not an officer or employee of Secured Party or Pledgor, duly authorized by Secured Party or Pledgor, respectively, to give Oral and/or Written Instructions on behalf of Secured Party or Pledgor, respectively, such persons to be designated in a Certificate of Authorized Persons (attached hereto as Schedule II) which contains a specimen signature of such person.

3.    “Business Day” shall mean any day on which Securities Intermediary and the appropriate Depositories are open for business.

4.    “Collateral” shall mean the investment property and all proceeds thereof held in the Account.

5.    “Daily Collateral Report” shall mean a report in a form as agreed between the Indenture Trustee and the Pledgor, containing the information required in Exhibit E to the Indenture.

6.    “Depository” shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust Company and any other clearing corporation within the meaning of Section 8-102 of the UCC or otherwise authorized to act as a securities depository or clearing agency, and their respective successors and nominees.

7.    “Eligible Collateral” shall mean cash, and the types of securities designated as Eligible Collateral on Schedule I attached hereto.

8.    “Indenture” shall mean the Indenture (as amended, supplemented or restated from time to time).

9.    “Indenture Trustee” shall mean the Secured Party, as indenture trustee under the Indenture.

11.    “Margin Value” shall mean the amount obtained by dividing the Market Value of the Collateral by the applicable Margin Percentage.

12.    “Market Value of Eligible Collateral” shall mean, with respect to each type of security constituting Eligible Collateral, the sum of (i) the market value of each such security in the Account based on the most recently available closing bid price for each such security as made available to Securities Intermediary by a recognized pricing service selected by Securities Intermediary; provided however, that if such service does not report a closing bid price for a particular security, the market value shall be as determined by Securities Intermediary in its sole discretion based on information furnished to Securities Intermediary by one or more brokers or dealers in such security, and (ii) accrued interest on each such security (to the extent not reflected in such market value).

13.    “Obligation Amount” shall mean as of any Business Day, the principal amount of the Series III-A CP Notes outstanding pursuant to the Indenture.

14.    “Notice of Exclusive Control” shall mean a written notice given by Secured Party to Securities Intermediary that Secured Party is exercising sole and exclusive control of the Collateral.

15.    “Oral Instructions” shall mean verbal instructions received by Securities Intermediary.

16.    “Series III-A CP Notes” shall mean the Issuer's senior, secured, commercial paper notes issued pursuant to the Indenture.

17.    “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

18.    “Written Instructions” shall mean written communications received by Securities Intermediary via S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by Securities Intermediary as available for use in connection with this Agreement.

The terms “entitlement holder”, “entitlement order”, “financial asset”, “investment property”, “proceeds”, “security”, “security entitlement” and “securities intermediary” shall have the meanings set forth in Articles 8 and 9 of the UCC. All times set forth herein shall be New York City time unless otherwise noted.

1.    Appointment; Identification of Collateral. (a) Secured Party and Pledgor each hereby appoints Securities Intermediary to perform its duties as hereinafter set forth and authorizes Securities Intermediary to hold Collateral in the Account in registered form in its name or the name of its nominees. Securities Intermediary hereby accepts such appointment and agrees to establish and maintain the Account and appropriate records identifying the Collateral in the Account as pledged by Pledgor to Secured Party. Pledgor hereby authorizes Securities Intermediary to comply with all Oral and Written Instructions, including entitlement orders, originated by Secured Party with respect to the Collateral in accordance with this Agreement and the Indenture without further consent or direction from Pledgor or any other party.

2.    Status of Securities Intermediary. The parties agree that Securities Intermediary is a securities intermediary, and intend that all securities held in the Account shall be treated as financial assets. This Agreement is intended by Secured Party and Pledgor to grant “control” of the Account to the Secured Party for purposes of perfection of Secured Party's security interest in the Collateral (granted pursuant to the Indenture) pursuant to Article 8 and Article 9 of the UCC, and Securities Intermediary hereby acknowledges that it has been advised of Pledgor's grant to the Secured Party of a security interest in the Account. Securities Intermediary makes no representation or warranties with respect to the creation or enforceability of any security interest in the Account or the Collateral.

3.    Use of Depositories. Secured Party and Pledgor hereby authorize Securities Intermediary to utilize Depositories to the extent possible in connection with its performance hereunder. Collateral held by Securities Intermediary in a Depository will be held subject to the rules, terms and conditions of such Depository. Where Collateral is held in a Depository, Securities

Intermediary shall identify on its records as belonging to Pledgor and pledged to Secured Party a quantity of securities as part of a fungible bulk of securities held in Securities Intermediary's account at such Depository. Securities deposited in a Depository will be represented in accounts which include only assets held by Securities Intermediary for its customers.

1.    Obligation Amount; Collateral Eligibility. On each Business Day, Secured Party shall provide Written Instructions (which may be by Bank of New York Mellon internal email) to Securities Intermediary on or before the opening of business on such Business Day, indicating the Obligation Amount adjusted to remove any Series III-A CP Notes maturing or being redeemed on such Business Day for which payment has been received (separately identifying the amount of Series III-A CP Notes being issued on such Business Day, if any) with a copy to Pledgor and Pledgor agrees, on the same Business Day, to deliver or cause to be delivered to Securities Intermediary for deposit in the Account Eligible Collateral whose Margin Value is an amount not less than the Obligation Amount as described in Section 2 below. Securities Intermediary shall determine that the Collateral to be transferred to the Account constitutes Eligible Collateral and verify that the Margin Value of the Eligible Collateral is not less than the Obligation Amount. Securities which do not constitute Eligible Collateral shall not be transferred to the Account.

2.    Marks to Market. Securities Intermediary shall mark-to-market the value of the Eligible Collateral in accordance with the following provisions.

(c) Securities Intermediary shall determine that all Additional Collateral to be transferred to the Account constitutes Eligible Collateral. Any Additional Collateral which does not constitute

Eligible Collateral shall not be transferred to the Account. If after the close of trading on any Business Day the Margin Value of Eligible Collateral is greater than the Obligation Amount, Securities Intermediary is authorized to transfer from the Account Eligible Collateral in an amount equal to such excess in accordance with Oral or Written Instructions from Pledgor on such Business Day.

4.    Payment of Proceeds. Until Securities Intermediary receives a Notice of Exclusive Control, Securities Intermediary shall transfer to Pledgor (whether by credit to Pledgor's clearing account at Securities Intermediary or otherwise) all proceeds received by it with respect to the Collateral. Subject to Section 2 hereof and the return of any excess Collateral as provided thereunder, after Securities Intermediary's receipt of a Notice of Exclusive Control, Securities Intermediary shall credit to the Account all proceeds received by it with respect to the Collateral.

5.    Notice of Exclusive Control. Until Securities Intermediary receives a Notice of Exclusive Control, Securities Intermediary is authorized to act upon Pledgor's Oral or Written Instructions with respect to the Account and Collateral. Secured Party may, subject to the terms of the Indenture, exercise sole and exclusive control of the Account and the Collateral held therein at any time by delivering to Securities Intermediary a Notice of Exclusive Control. Upon receipt of a Notice of Exclusive Control, and a reasonable time to put it into effect, Securities Intermediary shall, without inquiry and in reliance upon such Notice, thereafter comply with Oral or Written Instructions (including entitlement orders) solely from Secured Party with respect to the Account.

6.    Securities Clearing Agreement and Security Agreement. Pledgor agrees that any fees, charges, expenses and other amounts owed to Securities Intermediary and incurred in connection with the performance of its duties hereunder and the maintenance and operation of the Account, including as a result of the advance of any funds to purchase or make payment on or against delivery of any investment property to be held in the Account, shall be “Losses” of the Securities Intermediary for purposes of the Securities Clearing Agreement between Pledgor and Securities Intermediary dated December 31, 2003 (the “Securities Clearing Agreement”) (as such agreement may be amended or replaced), and such Losses shall constitute “Obligations” due to the

Securities Intermediary under the Security Agreement dated December 31, 2003 given by Pledgor to Securities Intermediary (as such agreement may be amended or replaced).

7.    Statements. Securities Intermediary shall furnish Pledgor and Secured Party with advices of transactions affecting the Account and monthly Account statements. Each of Pledgor and Secured Party may elect to receive advices and statements electronically through the Internet to an email address specified by it for such purpose. By electing to use the Internet for this purpose, each of Pledgor and Secured Party acknowledges that such transmissions are not encrypted and therefore are insecure. Each of Pledgor and Secured Party further acknowledges that there are other risks inherent in communicating through the Internet such as the possibility of virus contamination and disruptions in service, and agrees that Securities Intermediary shall not be responsible for any loss, damage or expense suffered or incurred by Pledgor, Secured Party, or any person claiming by or through Pledgor or Secured Party as a result of the use of such methods. On each Business Day, Securities Intermediary agrees to make available to the Indenture Trustee sufficient information to enable the Indenture Trustee to cause to be prepared and delivered by email to the Pledgor the Daily Collateral Report.

8.    Notice of Adverse Claims. Upon receipt of written notice of any lien, encumbrance or adverse claim against the Account or any portion of the Collateral carried therein, Securities Intermediary shall use reasonable efforts to notify Secured Party and Pledgor as promptly as practicable under the circumstances.

1.    Standard of Care; Indemnification. (a) Except as otherwise expressly provided herein, Securities Intermediary shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the negligence or willful misconduct of Securities Intermediary. Securities Intermediary shall have no liability whatsoever for the action or inaction of any Depository. In no event shall Securities Intermediary be liable for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement.

(b)    Secured Party, solely in its capacity as Indenture Trustee and only to the extent of available trust assets, and Pledgor agree, jointly and severally, to indemnify Securities Intermediary and hold Securities Intermediary harmless from and against any and all Losses sustained or incurred by or asserted against Securities Intermediary by reason of or as a result of any action or inaction, or arising out of Securities Intermediary's performance hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary in a successful defense of claims by Pledgor or Secured Party; provided, that Pledgor and Secured Party shall not indemnify Securities Intermediary for those Losses arising out of Securities Intermediary's negligence or willful misconduct. This indemnity shall be a continuing obligation of Pledgor and Secured Party, their respective successors and assigns, notwithstanding the termination of this Agreement.

2.    No Obligation Regarding Quality of Collateral. Without limiting the generality of the foregoing, Securities Intermediary shall be under no obligation to inquire into, and shall not be liable for, any Losses incurred by Pledgor, Secured Party or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Collateral, or Collateral which otherwise is not freely transferable or deliverable without encumbrance in any relevant market.

3.    No Responsibility Concerning Indenture. Pledgor and Secured Party hereby agree that, notwithstanding references to the Indenture in this Agreement, Securities Intermediary has no interest in, and no duty, responsibility or obligation with respect to, the Indenture (including without limitation, no duty, responsibility or obligation to monitor Pledgor's or Secured Party's compliance with the Indenture or to know the terms of the Indenture).

4.    No Duty of Oversight. Securities Intermediary is not at any time under any duty to supervise the investment of, or to advise or make any recommendation for the purchase, sale, retention or disposition of any Collateral.

5.    Advice of Counsel. Securities Intermediary may, with respect to questions of law, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.

6.    No Collection Obligations. Securities Intermediary shall be under no obligation to take action to collect any amount payable on Collateral in default, or if payment is refused after due demand and presentment.

7.    Fees and Expenses. Pledgor agrees to pay to Securities Intermediary the fees as may be agreed upon from time to time. Pledgor shall reimburse Securities Intermediary for all costs associated with transfers of Collateral to Securities Intermediary and records kept in connection with this Agreement. Pledgor shall also reimburse Securities Intermediary for out‑of‑pocket expenses which are a normal incident of the services provided hereunder.

8.    Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms below, Securities Intermediary shall be entitled to rely upon any Written or Oral Instructions actually received by Securities Intermediary and reasonably believed by Securities Intermediary to be duly authorized and delivered. Secured Party and Pledgor each agrees (i) to forward to Securities Intermediary Written Instructions confirming its Oral Instructions by the close of business of the same day that such Oral Instructions are given to Securities Intermediary, and (ii) the fact that such confirming Written Instructions are not received or that contrary Written Instructions are received by Securities Intermediary shall in no way affect the validity or enforceability of transactions authorized and effected by Securities Intermediary pursuant to its Oral Instructions.

(b)    If Securities Intermediary receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, Secured Party and Pledgor each

understands and agrees that Securities Intermediary cannot determine the identity of the actual sender of such Written Instructions and that Securities Intermediary shall conclusively presume that such Written Instructions have been sent by an Authorized Person. Secured Party and Pledgor shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to Securities Intermediary and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care.

(c)    Secured Party and Pledgor each acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to Securities Intermediary and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. Secured Party and Pledgor each agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

(d)    If Secured Party or Pledgor elects to transmit Written Instructions through an on-line communication system offered by Securities Intermediary, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. If Secured Party or Pledgor elects (with Securities Intermediary's prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third party, it agrees that Securities Intermediary shall not be responsible or liable for the reliability or availability of any such service.

9.    Inspection. Upon reasonable request and provided Securities Intermediary shall suffer no significant disruption of its normal activities, Secured Party or Pledgor shall have access to Securities Intermediary's books and records relating to the Account during Securities Intermediary's normal business hours. Upon reasonable request, copies of any such books and records shall be provided to Secured Party or Pledgor at its expense.

10.    Account Disclosure. Securities Intermediary is authorized to supply any information regarding the Account which is required by any law or governmental regulation now or hereafter in effect and, to the extent permitted by law, agrees to provide notice of any such information request to Pledgor. Notwithstanding the foregoing, Securities Intermediary may freely disclose Secured Party's or Pledgor's name, address, securities position and other information to the extent required by the rules of any stock exchange or regulatory or self-regulatory organization or any order or decree of any court or administrative body that is binding on Securities Intermediary or any Depository or the terms of the organizational documents of the issuer of any Security or the terms of any Security itself.

11.    Force Majeure. Securities Intermediary shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; inability to obtain labor, material, equipment or transportation.

12.    Pricing Services. Securities Intermediary is authorized to utilize any generally recognized pricing information service (including brokers and dealers of securities) in order to perform its valuation responsibilities hereunder, and Secured Party and Pledgor agree that Securities Intermediary shall not be liable for any loss, damage or expense (including attorney's fees) incurred as a result of errors or omissions of any such pricing information service, broker or dealer.

13.    No Implied Duties. Securities Intermediary shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Securities Intermediary in connection with this Agreement.

1.    Termination. This Agreement shall terminate upon (a) Securities Intermediary's receipt of Written Instructions from Secured Party expressly stating that Secured Party no longer claims any security interest in the Collateral and Securities Intermediary's subsequent transfer of the Collateral from the Account pursuant to Pledgor's Written Instructions, (b) transfer of the Collateral to Secured Party subsequent to Securities Intermediary's receipt of a Notice of Exclusive Control, or (c) by any party upon not less than ninety (90) days prior written notice of termination to the other parties, provided that termination pursuant to (c) above shall not affect or terminate Secured Party's security interest in the Collateral. Upon termination pursuant to (c) above, Securities Intermediary shall follow all reasonable joint Written Instructions of Secured Party and Pledgor concerning the transfer of Collateral. Except as otherwise provided herein, all obligations of the parties to each other hereunder shall cease upon termination of this Agreement.

2.    Certificates of Authorized Persons. Secured Party and Pledgor agree to furnish to Securities Intermediary a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Securities Intermediary shall be fully protected in acting upon Written Instructions of such present Authorized Persons.

3.    Notices. (a) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Securities Intermediary, shall be sufficiently given if addressed to Securities Intermediary and received by it at its offices at One Wall Street, New York, New York 10286, or at such other place as Securities Intermediary may from time to time designate in writing.

(b)    Any notice or other instrument in writing, authorized or required by this Agreement to be given to Secured Party shall be sufficiently given if addressed to Secured Party and received by it at its offices at 101 Barclay Street, 7W New York, NY 10286, Attention: Corporate Trust Administration, Dealing & Trading or at such other place as Secured Party may from time to time designate in writing.

(c)    Any notice or other instrument in writing, authorized or required by this Agreement to be given to Pledgor shall be sufficiently given if addressed to Pledgor and received by it at its

offices at Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, MN 55402; Attention: Treasury Department or at such other place as Pledgor may from time to time designate in writing.

4.    Cumulative Rights; No Waiver. Each and every right granted to Securities Intermediary hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of Securities Intermediary to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by Securities Intermediary of any right preclude any other future exercise thereof or the exercise of any other right.

5.    Severability; Amendments; Assignment. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties hereto. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party without the written consent of the other parties.

6.    Governing Law; Jurisdiction; Waiver of Immunity; Jury Trial Waiver. This Agreement and the Account shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The State of New York shall be deemed to be the location of the Securities Intermediary. Secured Party, Pledgor and Securities Intermediary hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To the extent that in any jurisdiction Secured Party or Pledgor may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Secured Party and Pledgor each irrevocably agrees not to claim, and hereby waives, such immunity. Secured Party, Pledgor and Securities Intermediary each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7.    No Third Party Beneficiaries. In performing hereunder, Securities Intermediary is acting solely on behalf of Secured Party and Pledgor and no contractual or service relationship shall be deemed to be established hereby between Securities Intermediary and any other person.

8.    Headings. Section headings are included in this Agreement for convenience only and shall have no substantive effect on its interpretation.

9.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

10.    USA PATRIOT ACT. Pledgor and Secured Party hereby acknowledge that Securities Intermediary is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Securities Intermediary must obtain, verify and record information that allows Securities

Intermediary to identify each of Pledgor and Secured Party. Accordingly, prior to opening an Account hereunder Securities Intermediary will ask Pledgor and/or Secured Party to provide certain information including, but not limited to, Pledgor's and/or Secured Party's name, physical address, tax identification number and other information that will help Securities Intermediary to identify and verify each of Pledgor's and Secured Party's identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.

11.    Information Sharing. Pledgor understands that The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through affiliates and subsidiaries located in multiple jurisdictions (the “BNY Mellon Group”). Pledgor also understands that the BNY Mellon Group may centralize in one or more affiliates, subsidiaries or unaffiliated service providers certain activities, including audit, accounting, administration, risk management, legal, compliance, sales, marketing, relationship management, and the storage, maintenance, aggregation, processing and analysis of information and data regarding Pledgor and the Account. Consequently, Pledgor hereby consents and authorizes Securities Intermediary to disclose to other members of the BNY Mellon Group (and their respective officers, directors and employees) information and data regarding Pledgor (as applicable), its employees and representatives, and the Account in connection with the foregoing activities. To the extent that information and data includes personal data encompassed by relevant data protection legislation applicable to Pledgor, Pledgor represents and warrants that it is authorized to provide the foregoing consents and authorizations and that the disclosure to Securities Intermediary will comply with the relevant data protection legislation. Pledgor acknowledges and agrees that information concerning it may be disclosed to unaffiliated service providers who are required to maintain the confidentiality of such information, to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates, and otherwise as required by law.

    

IN WITNESS WHEREOF, Secured Party, Pledgor and Securities Intermediary have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

By: ______________________________________

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By: ______________________________________

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By: ______________________________________

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