Master Agreement (2007)Full Document 

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                               ISDA[REGISTERED]

                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                          dated as of 21 February, 2007

Citibank N.A., London Branch and Permanent Master Issuer PLC and The Bank of New
York as Security Trustee

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i)     Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

         (ii)    Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii)   Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party



         has occurred and is continuing, (2) the condition precedent that no
         Early Termination Date in respect of the relevant Transaction has
         occurred or been effectively designated and (3) each other applicable
         condition precedent specified in this Agreement.

(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)     in the same currency; and

         (ii)    in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the
other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i)     GROSS-UP. All payments under this Agreement will be made
         without any deduction or withholding for or on account of any Tax
         unless such deduction or withholding is required by any applicable
         law, as modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will:--

                 (1)     promptly notify the other party ("Y") of such
                 requirement;

                 (2)     pay to the relevant authorities the full amount
                 required to be deducted or withheld (including the full amount
                 required to be deducted or withheld from any additional amount
                 paid by X to Y under this Section 2(d)) promptly upon the
                 earlier of determining that such deduction or withholding is
                 required or receiving notice that such amount has been
                 assessed against Y;

                 (3)     promptly forward to Y an official receipt (or a
                 certified copy), or other documentation reasonably acceptable
                 to Y, evidencing such payment to such authorities; and

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                 (4)     if such Tax is an Indemnifiable Tax, pay to Y, in
                 addition to the payment to which Y is otherwise entitled under
                 this Agreement, such additional amount as is necessary to
                 ensure that the net amount actually received by Y (free and
                 clear of Indemnifiable Taxes, whether assessed against X or Y)
                 will equal the full amount Y would have received had no such
                 deduction or withholding been required. However, X will not be
                 required to pay any additional amount to Y to the extent that
                 it would not be required to be paid but for:

                         (A)    the failure by Y to comply with or perform any
                         agreement contained in Section 4(a)(i), 4(a)(iii) or
                         4(d); or

                         (B)    the failure of a representation made by Y
                         pursuant to Section 3(f) to be accurate and true
                         unless such failure would not have occurred but for
                         (I) any action taken by a taxing authority, or brought
                         in a court of competent jurisdiction, on or after the
                         date on which a Transaction is entered into
                         (regardless of whether such action is taken or brought
                         with respect to a party to this Agreement) or (II) a
                         Change in Tax Law.

         (ii)    LIABILITY. If:--

                 (1)     X is required by any applicable law, as modified by
                 the practice of any relevant governmental revenue authority,
                 to make any deduction or withholding in respect of which X
                 would not be required to pay an additional amount to Y under
                 Section 2(d)(i)(4);

                 (2)     X does not so deduct or withhold; and

                 (3)     a liability resulting from such Tax is assessed
                 directly against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c), be required
to pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in
the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:--

(a)      BASIC REPRESENTATIONS.

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         (i)     STATUS. It is duly organised and validly existing under the
         laws of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)    POWERS. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it
         has under any Credit Support Document to which it is a party and has
         taken all necessary action to authorise such execution, delivery and
         performance;

         (iii)   NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment
         of any court or other agency of government applicable to it or any of
         its assets or any contractual restriction binding on or affecting it
         or any of its assets;

         (iv)    CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

         (v)     OBLIGATIONS BINDING. Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganisation, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general application (regardless of whether
         enforcement is sought in a proceeding in equity or at law)).

(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is accurate
and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

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4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i)     any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii)    any other documents specified in the Schedule or any
         Confirmation; and

         (iii)   upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long
         as the completion, execution or submission of such form or document
         would not materially prejudice the legal or commercial position of the
         party in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such
         other party and to be executed and to be delivered with any reasonably
         required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

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         (i)     FAILURE TO PAY OR DELIVER. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section
         2(a)(i) or 2(e) required to be made by it if such failure is not
         remedied on or before the third Local Business Day after notice of
         such failure is given to the party;

         (ii)    BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)   CREDIT SUPPORT DEFAULT.

                 (1)     Failure by the party or any Credit Support Provider of
                 such party to comply with or perform any agreement or
                 obligation to be complied with or performed by it in
                 accordance with any Credit Support Document if such failure is
                 continuing after any applicable grace period has elapsed;

                 (2)     the expiration or termination of such Credit Support
                 Document or the failing or ceasing of such Credit Support
                 Document to be in full force and effect for the purpose of
                 this Agreement (in either case other than in accordance with
                 its terms) prior to the satisfaction of all obligations of
                 such party under each Transaction to which such Credit Support
                 Document relates without the written consent of the other
                 party; or

                 (3)     the party or such Credit Support Provider disaffirms,
                 disclaims, repudiates or rejects, in whole or in part, or
                 challenges the validity of, such Credit Support Document;

         (iv)    MISREPRESENTATION. A representation (other than a
         representation under Section 3(e) or (f)) made or repeated or deemed
         to have been made or repeated by the party or any Credit Support
         Provider of such party in this Agreement or any Credit Support
         Document proves to have been incorrect or misleading in any material
         respect when made or repeated or deemed to have been made or repeated;

         (v)     DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (l) defaults under a Specified Transaction and, after
         giving effect to any applicable notice requirement or grace period,
         there occurs a liquidation of, an acceleration of obligations under,
         or an early termination of, that Specified Transaction, (2) defaults,
         after giving effect to any applicable notice requirement or grace
         period, in making any payment or delivery due on the last payment,
         delivery or exchange date of, or any payment on early termination of,
         a Specified Transaction (or such default continues for at least three
         Local Business Days if there is no applicable notice requirement or
         grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
         whole or in part, a Specified Transaction (or such action is taken by
         any person or entity appointed or empowered to operate it or act on
         its behalf);

         (vi)    CROSS DEFAULT. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (l) a
         default, event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness
         of any of them (individually or collectively) in an aggregate amount

                                       6



         of not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof
         in an aggregate amount of not less than the applicable Threshold
         Amount under such agreements or instruments (after giving effect to
         any applicable notice requirement or grace period);

         (vii)   BANKRUPTCY. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party:--

                 (l) is dissolved (other than pursuant to a consolidation,
                 amalgamation or merger); (2) becomes insolvent or is unable to
                 pay its debts or fails or admits in writing its inability
                 generally to pay its debts as they become due; (3) makes a
                 general assignment, arrangement or composition with or for the
                 benefit of its creditors; (4) institutes or has instituted
                 against it a proceeding seeking a judgment of insolvency or
                 bankruptcy or any other relief under any bankruptcy or
                 insolvency law or other similar law affecting creditors'
                 rights, or a petition is presented for its winding-up or
                 liquidation, and, in the case of any such proceeding or
                 petition instituted or presented against it, such proceeding
                 or petition (A) results in a judgment of insolvency or
                 bankruptcy or the entry of an order for relief or the making
                 of an order for its winding-up or liquidation or (B) is not
                 dismissed, discharged, stayed or restrained in each case
                 within 30 days of the institution or presentation thereof; (5)
                 has a resolution passed for its winding-up, official
                 management or liquidation (other than pursuant to a
                 consolidation, amalgamation or merger); (6) seeks or becomes
                 subject to the appointment of an administrator, provisional
                 liquidator, conservator, receiver, trustee, custodian or other
                 similar official for it or for all or substantially all its
                 assets; (7) has a secured party take possession of all or
                 substantially all its assets or has a distress, execution,
                 attachment, sequestration or other legal process levied,
                 enforced or sued on or against all or substantially all its
                 assets and such secured party maintains possession, or any
                 such process is not dismissed, discharged, stayed or
                 restrained, in each case within 30 days thereafter; (8) causes
                 or is subject to any event with respect to it which, under the
                 applicable laws of any jurisdiction, has an analogous effect
                 to any of the events specified in clauses (l) to (7)
                 (inclusive); or (9) takes any action in furtherance of, or
                 indicating its consent to, approval of, or acquiescence in,
                 any of the foregoing acts; or

         (viii)  MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges
         with or into, or transfers all or substantially all its assets to,
         another entity and, at the time of such consolidation, amalgamation,
         merger or transfer:--

                 (l)     the resulting, surviving or transferee entity fails to
                 assume all the obligations of such party or such Credit
                 Support Provider under this Agreement or any Credit Support
                 Document to which it or its predecessor was a party by
                 operation of law or pursuant to an agreement reasonably
                 satisfactory to the other party to this Agreement; or

                 (2)     the benefits of any Credit Support Document fail to
                 extend (without the consent of the other party) to the
                 performance by such resulting, surviving or transferee entity
                 of its obligations under this Agreement.

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(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the
event is specified pursuant to (v) below:--

         (i)     ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent
         jurisdiction of any applicable law after such date, it becomes
         unlawful (other than as a result of a breach by the party of Section
         4(b)) for such party (which will be the Affected Party):--

                 (l)     to perform any absolute or contingent obligation to
                 make a payment or delivery or to receive a payment or delivery
                 in respect of such Transaction or to comply with any other
                 material provision of this Agreement relating to such
                 Transaction; or

                 (2)     to perform, or for any Credit Support Provider of such
                 party to perform, any contingent or other obligation which the
                 party (or such Credit Support Provider) has under any Credit
                 Support Document relating to such Transaction;

         (ii)    TAX EVENT. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (l) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section
         2(d)(i)(4)(A) or (B));

         (iii)   TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax
         in respect of which the other party is not required to pay an
         additional amount (other than by reason of Section 2(d)(i)(4)(A) or
         (B)), in either case as a result of a party consolidating or
         amalgamating with, or merging with or into, or transferring all or
         substantially all its assets to, another entity (which will be the
         Affected Party) where such action does not constitute an event
         described in Section 5(a)(viii);

         (iv)    CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

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         (v)     ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party
         or Affected Parties shall be as specified for such Additional
         Termination Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous
thereto, (8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)     NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)    TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality
         under Section 5(b)(i)(l) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition
         to its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such
         party to incur a loss, excluding immaterial, incidental expenses) to
         transfer within 20 days after it gives notice under Section 6(b)(i)
         all its rights and obligations under this Agreement in respect of the
         Affected Transactions to another of its Offices or Affiliates so that
         such Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)   TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement

                                       9



         within 30 days after notice thereof is given under Section 6(b)(i) on
         action to avoid that Termination Event.

         (iv)    RIGHT TO TERMINATE.  If:--

                 (l)     a transfer under Section 6(b)(ii) or an agreement
                 under Section 6(b)(iii), as the case may be, has not been
                 effected with respect to all Affected Transactions within 30
                 days after an Affected Party gives notice under Section
                 6(b)(i); or

                 (2)     an Illegality under Section 5(b)(i)(2), a Credit Event
                 Upon Merger or an Additional Termination Event occurs, or a
                 Tax Event Upon Merger occurs and the Burdened Party is not the
                 Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day
         such notice is effective as an Early Termination Date in respect of
         all Affected Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)     If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii)    Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i)     STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and
         will provide to the other party a statement (l) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is
         to be paid. In the absence of written confirmation from the source of
         a quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)    PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days
         after the day on which notice of the amount payable is effective (in
         the case of an Early Termination Date which is designated as a result
         of a Termination Event). Such amount will be paid together with (to
         the extent permitted under applicable law) interest thereon (before as
         well as after judgment) in the Termination Currency, from (and
         including) the relevant Early Termination Date to (but

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         excluding) the date such amount is paid, at the Applicable Rate. Such
         interest will be calculated on the basis of daily compounding and the
         actual number of days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any
Set-off.

         (i)     EVENTS OF DEFAULT. If the Early Termination Date results
                 from an Event of Default:--

                 (1)     First Method and Market Quotation. If the First Method
                 and Market Quotation apply, the Defaulting Party will pay to
                 the Non-defaulting Party the excess, if a positive number, of
                 (A) the sum of the Settlement Amount (determined by the
                 Non-defaulting Party) in respect of the Terminated
                 Transactions and the Termination Currency Equivalent of the
                 Unpaid Amounts owing to the Non-defaulting Party over (B) the
                 Termination Currency Equivalent of the Unpaid Amounts owing to
                 the Defaulting Party.

                 (2)     First Method and Loss. If the First Method and Loss
                 apply, the Defaulting Party will pay to the Non-defaulting
                 Party, if a positive number, the Non-defaulting Party's Loss
                 in respect of this Agreement.

                 (3)     Second Method and Market Quotation. If the Second
                 Method and Market Quotation apply, an amount will be payable
                 equal to (A) the sum of the Settlement Amount (determined by
                 the Non-defaulting Party) in respect of the Terminated
                 Transactions and the Termination Currency Equivalent of the
                 Unpaid Amounts owing to the Non-defaulting Party less (B) the
                 Termination Currency Equivalent of the Unpaid Amounts owing to
                 the Defaulting Party. If that amount is a positive number, the
                 Defaulting Party will pay it to the Non-defaulting Party; if
                 it is a negative number, the Non-defaulting Party will pay the
                 absolute value of that amount to the Defaulting Party.

                 (4)     Second Method and Loss. If the Second Method and Loss
                 apply, an amount will be payable equal to the Non-defaulting
                 Party's Loss in respect of this Agreement. If that amount is a
                 positive number, the Defaulting Party will pay it to the
                 Non-defaulting Party; if it is a negative number, the
                 Non-defaulting Party will pay the absolute value of that
                 amount to the Defaulting Party.

         (ii)    TERMINATION EVENTS. If the Early Termination Date results from
         a Termination Event:--

                 (l)     One Affected Party. If there is one Affected Party,
                 the amount payable will be determined in accordance with
                 Section 6(e)(i)(3), if Market Quotation applies, or Section
                 6(e)(i)(4), if Loss applies, except that, in either case,
                 references to the Defaulting Party and to the Non-defaulting
                 Party will be deemed to be references to the Affected Party
                 and the party which is not the Affected Party, respectively,
                 and, if Loss applies and fewer than all the Transactions are
                 being terminated, Loss shall be calculated in respect of all
                 Terminated Transactions.

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                 (2)     Two Affected Parties. If there are two Affected
                 Parties:--

                         (A)    if Market Quotation applies, each party will
                         determine a Settlement Amount in respect of the
                         Terminated Transactions, and an amount will be payable
                         equal to (I) the sum of (a) one-half of the difference
                         between the Settlement Amount of the party with the
                         higher Settlement Amount ("X") and the Settlement
                         Amount of the party with the lower Settlement Amount
                         ("Y") and (b) the Termination Currency Equivalent of
                         the Unpaid Amounts owing to X less (II) the
                         Termination Currency Equivalent of the Unpaid Amounts
                         owing to Y; and

                         (B)    if Loss applies, each party will determine its
                         Loss in respect of this Agreement (or, if fewer than
                         all the Transactions are being terminated, in respect
                         of all Terminated Transactions) and an amount will be
                         payable equal to one-half of the difference between
                         the Loss of the party with the higher Loss ("X") and
                         the Loss of the party with the lower Loss ("Y").

                 If the amount payable is a positive number, Y will pay it to
                 X; if it is a negative number, X will pay the absolute value
                 of that amount to Y.

         (iii)   ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted
         by law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)    PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

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