Exhibit
4.5


 


(Multicurrency—Cross Border)


 


ISDA ®


International
Swap Dealers Association, Inc.


 


MASTER
AGREEMENT


 


dated as
of MARCH 2, 2000


 


	
  MORGAN
  STANLEY DERIVATIVE

  	
   

  	
   

  
	
  PRODUCTS
  INC.

  	
   

  	
  GE FINANCIAL ASSURANCE HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
                                                                                                         and                                                                                                       

  



 


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.


 


Copyright © 1992 by
International Swap Dealers Association, Inc.


 

















 


(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


 


(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.


 


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(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.


 


(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)).


 


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(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.


 


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,


 


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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:—


 


(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 (1) 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 (1) a
default, event of default or other similar condition or event (however


 


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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 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:—


 


(1)   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 (1) 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:—


 


(1)   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.


 


(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


 


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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):—


 


(1)   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 (1) 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


 


(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.


 


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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)(l), (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 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:—


 


(1)   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


 


8

















 


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 (1) 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 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


 


9

















 


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:—


 


(1)   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.


 


(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.


 


10

















 


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).


 


Any purported transfer
that is not in compliance with this Section will be void.


 


8.             Contractual
Currency


 


(a)           Payment in the Contractual Currency, Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the “Contractual Currency”). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than
the Contractual Currency, except to the extent such tender results in the
actual receipt by the party to which payment is owed, acting in a reasonable
manner and in good faith in converting the currency so tendered into the
Contractual Currency, of the full amount in the Contractual Currency of all
amounts payable in respect of this Agreement. If for any reason the amount in
the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required
to make the payment will, to the extent permitted by applicable law, immediately
pay such additional amount in the Contractual Currency as may be necessary to
compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in
respect of this Agreement, the party receiving the payment will refund promptly
the amount of such excess.


 


(b)           Judgments. To the extent permitted by applicable
law, if any judgment or order expressed in a currency other than the
Contractual Currency is rendered (i) for the payment of any amount owing in
respect of this Agreement, (ii) for the payment of any amount relating to any
early termination in respect of this Agreement or (iii) in respect of a
judgment or order of another court for the payment of any amount described in
(i) or (ii) above, the party seeking recovery, after recovery in full of the
aggregate amount to which such party is entitled pursuant to the judgment or
order, will be entitled to receive immediately from the other party the amount
of any shortfall of the Contractual Currency received by such party as a
consequence of sums paid in such other currency and will refund promptly to the
other party any excess of the Contractual Currency received by such party as a
consequence of sums paid in such other currency if such shortfall or such
excess arises or results from any variation between the rate of exchange at
which the Contractual Currency is converted into the currency of the judgment
or order for the purposes of such judgment or order and the rate of exchange at
which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase the
Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. The term “rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.


 


(c)           Separate Indemnities. To the extent permitted by applicable
law, these indemnities constitute separate and independent obligations from the
other obligations in this Agreement, will be enforceable as separate and
independent causes of action, will apply notwithstanding any indulgence granted
by the party to which any payment is owed and will not be affected by judgment
being obtained or claim or proof being made for any other sums payable in
respect of this Agreement.


 


(d)           Evidence of Loss. For the purpose of this Section 8, it
will be sufficient for a party to demonstrate that it would have suffered a
loss had an actual exchange or purchase been made.


 


11

















 


9.             Miscellaneous


 


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


 


(b)           Amendments.
No amendment, modification or waiver in respect of this Agreement
will be effective unless in writing (including a writing evidenced by a
facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.


 


(c)           Survival of Obligations. Without prejudice to Sections 2(a)(iii)
and 6(c)(ii), the obligations of the parties under this Agreement will survive
the termination of any Transaction.


 


(d)           Remedies Cumulative. Except as provided in this Agreement, the rights, powers,
remedies and privileges provided in this Agreement are cumulative and not
exclusive of any rights, powers, remedies and privileges provided by law.


 


(e)           Counterparts and Confirmations.


 


(i)    This Agreement (and each
amendment, modification and waiver in respect of it) may be executed and
delivered in counterparts (including by facsimile transmission), each of which
will be deemed an original.


 


(ii)   The parties intend that
they are legally bound by the terms of each Transaction from the moment they
agree to those terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and delivered in
counterparts (including by facsimile transmission) or be created by an exchange
of telexes or by an exchange of electronic messages on an electronic messaging
system, which in each case will be sufficient for all purposes to evidence a
binding supplement to this Agreement. The parties will specify therein or
through another effective means that any such counterpart, telex or electronic
message constitutes a Confirmation.


 


(f)            No Waiver  of
Rights. A failure
or delay in exercising any right, power or privilege in respect of this
Agreement will not be presumed to operate as a waiver, and a single or partial
exercise of any right, power or privilege will not be presumed to preclude any
subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege.


 


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


 


10.          Offices;
Multibranch Parties


 


(a)           If Section 10(a) is specified in the
Schedule as applying, each party that enters into a Transaction through an
Office other than its head or home office represents to the other party that,
notwithstanding the place of booking office or jurisdiction of incorporation or
organisation of such party, the obligations of such party are the same as if it
had entered into the Transaction through its head or home office. This
representation will be deemed to be repeated by such party on each date on
which a Transaction is entered into.


 


(b)          Neither party may change the Office
through which it makes and receives payments or deliveries for the purpose of a
Transaction without the prior written consent of the other party.


 


(c)           If a party is specified as a
Multibranch Party in the Schedule, such Multibranch Party may make and receive
payments or deliveries under any Transaction through any Office listed in the Schedule,
and the Office through which it makes and receives payments or deliveries with
respect to a Transaction will be specified in the relevant Confirmation.


 


11.         Expenses


 


A
Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document


 


12

















 


to which the Defaulting
Party is a party or by reason of the early termination of any Transaction,
including, but not limited to, costs of collection.


 


12.          Notices


 


(a)           Effectiveness.  Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:—


 


(i)    if in writing and delivered
in person or by courier, on the date it is delivered;


 


(ii)   if sent by telex, on the
date the recipient’s answerback is received;


 


(iii)  if sent by facsimile
transmission, on the date that transmission is received by a responsible
employee of the recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a transmission
report generated by the sender’s facsimile machine);


 


(iv)  if sent by certified or
registered mail (airmail, if overseas) or the equivalent (return receipt
requested), on the date that mail is delivered or its delivery is attempted; or


 


(v)   if sent by electronic
messaging system, on the date that electronic message is received,


 


unless
the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.


 


(b)           Change of Addresses.  Either party may by notice to the other
change the address, telex or facsimile number or electronic messaging system
details at which notices or other communications are to be given to it.


 


13.          Governing
Law and Jurisdiction


 


(a)          Governing Law.
This Agreement will be governed by and construed in accordance with
the law specified in the Schedule.


 


(b)          Jurisdiction.   With respect to any suit, action
or proceedings relating to this Agreement (“Proceedings”), each party
irrevocably:—


 


(i)    submits to the jurisdiction
of the English courts, if this Agreement is expressed to be governed by English
law, or to the non-exclusive jurisdiction of the courts of the State of New
York and the United States District Court located in the Borough of Manhattan
in New York City, if this Agreement is expressed to be governed by the laws of
the State of New York; and


 


(ii)   waives any objection which
it may have at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such Proceedings have been brought in an inconvenient
forum and further waives the right to object, with respect to such Proceedings,
that such court does not have any jurisdiction over such party.


 


Nothing
in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English
law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.


 


(c)          Service of Process.  Each party irrevocably appoints the Process Agent (if any)
specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any


 


13

















 


reason any party’s Process
Agent is unable to act as such, such party will promptly notify the other party
and within 30 days appoint a substitute process agent acceptable to the other
party. The parties irrevocably consent to service of process given in the
manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.


 


(d)           Waiver  of
Immunities. Each
party irrevocably waives, to the fullest extent permitted by applicable law,
with respect to itself and its revenues and assets (irrespective of their use
or intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of property, (iv)
attachment of its assets (whether before or after judgment) and (v) execution
or enforcement of any judgment to which it or its revenues or assets might
otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not
claim any such immunity in any Proceedings.


 


14.          Definitions


 


As
used in this Agreement:—


 


“Additional Termination Event”  has
the meaning specified in Section 5(b).


 


“Affected Party”  has the meaning specified in Section 5(b).


 


“Affected Transactions”means (a) with
respect to any Termination Event consisting of an Illegality, Tax Event or Tax
Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all
Transactions.


 


“Affiliate”  means, subject to the Schedule, in relation
to any person, any entity controlled, directly or indirectly, by the person,
any entity that controls, directly or indirectly, the person or any entity
directly or indirectly under common control with the person. For this purpose,
“control” of any entity or person means ownership of a majority of the voting
power of the entity or person.


 


“Applicable Rate”  means:—


 


(a)           in respect of obligations payable or
deliverable (or which would have been but for Section 2(a)(iii)) by a
Defaulting Party, the Default Rate;


 


(b)           in respect of an obligation to pay an
amount under Section 6(e) of either party from and after the date (determined
in accordance with Section 6(d)(ii)) on which that amount is payable, the
Default Rate;


 


(c)           in respect of all other obligations
payable or deliverable (or which would have been but for Section 2(a)(iii)) by
a Non-defaulting Party, the Non-default Rate; and


 


(d)           in all other cases, the Termination
Rate.


 


“Burdened Party”  has the meaning specified in Section 5(b).


 


“Change in Tax Law”  means the enactment, promulgation, execution
or ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.


 


“consent”  includes a consent, approval, action,
authorisation, exemption, notice, filing, registration or exchange control
consent.


 


“Credit Event Upon Merger”  has
the meaning specified in Section 5(b).


 


“Credit Support Document”means any
agreement or instrument that is specified as such in this Agreement.


 


“Credit Support Provider”has the
meaning specified in the Schedule.


 


“Default Rate”  means a rate per annum equal to the cost
(without proof or evidence of any actual cost) to the relevant payee (as
certified by it) if it were to fund or of funding the relevant amount plus 1 %
per annum.


 


14

















 


“Defaulting Party”  has the meaning specified in Section 6(a).


 


“Early Termination Date”means the date
determined in accordance with Section 6(a) or 6(b)(iv).


 


“Event of Default”  has the meaning specified in Section 5(a)
and, if applicable, in the Schedule.


 


“Illegality”  has the meaning specified in Section 5(b).


 


“Indemnifiable Tax”  means any Tax other than a Tax that would not
be imposed in respect of a payment under this Agreement but for a present or
former connection between the jurisdiction of the government or taxation
authority imposing such Tax and the recipient of such payment or a person
related to such recipient (including, without limitation, a connection arising
from such recipient or related person being or having been a citizen or
resident of such jurisdiction, or being or having been organised, present or
engaged in a trade or business in such jurisdiction, or having or having had a
permanent establishment or fixed place of business in such jurisdiction, but
excluding a connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).


 


“law”  includes any treaty, law, rule or regulation
(as modified, in the case of tax matters, by the practice of any relevant
governmental revenue authority) and “lawful”  and “unlawful”  will be construed accordingly.


 


“Local Business Day”  means, subject to the Schedule, a day on
which commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any obligation under
Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if
not so specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i), in
the city specified in the address for notice provided by the recipient and, in
the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.


 


“Loss”  means, with respect to this Agreement or one
or more Terminated Transactions, as the case may be, and a party, the
Termination Currency Equivalent of an amount that party reasonably determines
in good faith to be its total losses and costs (or gain, in which case
expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such
party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related
trading position (or any gain resulting from any of them). Loss includes losses
and costs (or gains) in respect of any payment or delivery required to have
been made (assuming satisfaction of each applicable condition precedent) on or
before the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(l) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party’s legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the earliest
date thereafter as is reasonably practicable. A party may (but need not)
determine its Loss by reference to quotations of relevant rates or prices from
one or more leading dealers in the relevant markets.


 


“Market Quotation”  means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined on the
basis of quotations from Reference Market-makers. Each quotation will be for an
amount, if any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in consideration of
an agreement between such party (taking into account any existing Credit
Support Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the “Replacement
Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was
absolute or contingent and assuming the satisfaction of each applicable
condition precedent) by the parties under Section 2(a)(i) in respect of such
Terminated Transaction or group of Terminated Transactions that would, but for
the occurrence of the relevant Early Termination Date, have


 


15

















 


been required after that date. For this purpose,
Unpaid Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or
delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction
would be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree. The party making the determination (or
its agent) will request each Reference Market-maker to provide its quotation to
the extent reasonably practicable as of the same day and time (without regard
to different time zones) on or as soon as reasonably practicable after the
relevant Early Termination Date. The day and time as of which those quotations
are to be obtained will be selected in good faith by the party obliged to make
a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided,
it will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.


 


“Non-default Rate”  means a rate per annum equal to
the cost (without proof or evidence of any actual cost) to the Non-defaulting
Party (as certified by it) if it were to fund the relevant amount.


 


“Non-defaulting Party”  has the meaning specified in
Section 6(a).


 


“Office”  means a branch or office of a
party, which may be such party’s head or home office.


 


“Potential Event of Default”  means any event which, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default.


 


“Reference Market-makers”  means four leading dealers in the
relevant market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which satisfy all
the criteria that such party applies generally at the time in deciding whether
to offer or to make an extension of credit and (b) to the extent practicable,
from among such dealers having an office in the same city.


 


“Relevant Jurisdiction”  means, with respect to a party,
the jurisdictions (a) in which the party is incorporated, organised, managed
and controlled or considered to have its seat, (b) where an Office through
which the party is acting for purposes of this Agreement is located, (c) in
which the party executes this Agreement and (d) in relation to any payment,
from or through which such payment is made.


 


“Scheduled Payment Date”  means a date on which a payment or
delivery is to be made under Section 2(a)(i) with respect to a Transaction.


 


“Set-off”  means set-off, offset, combination
of accounts, right of retention or withholding or similar right or requirement
to which the payer of an amount under Section 6 is entitled or subject (whether
arising under this Agreement, another contract, applicable law or otherwise)
that is exercised by, or imposed on, such payer.


 


“Settlement Amount”  means, with respect to a party and
any Early Termination Date, the sum of:—


 


(a)           the Termination Currency Equivalent
of the Market Quotations (whether positive or negative) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation is
determined; and


 


(b)          such party’s Loss (whether positive or
negative and without reference to any Unpaid Amounts) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of the party making
the determination) produce a commercially reasonable result.


 


“Specified Entity”  has the meaning specified in the
Schedule.


 


16

















 


“Specified Indebtedness”means, subject
to the Schedule, any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) in respect of borrowed money.


 


“Specified Transaction”means, subject
to the Schedule, (a) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between one party to this
Agreement (or any Credit Support Provider of such party or any applicable
Specified Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable Specified Entity
of such other party) which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of these transactions), (b) any combination of these transactions and (c)
any other transaction identified as a Specified Transaction in this Agreement
or the relevant confirmation.


 


“Stamp Tax”  means any stamp, registration, documentation
or similar tax.


 


“Tax”  means any present or future tax, levy,
impost, duty, charge, assessment or fee of any nature (including interest,
penalties and additions thereto) that is imposed by any government or other
taxing authority in respect of any payment under this Agreement other than a
stamp, registration, documentation or similar tax.


 


“Tax Event”  has the meaning specified in Section 5(b).


 


“Tax Event Upon Merger”has the
meaning specified in Section 5(b).


 


“Terminated Transactions”  means with respect to any Early Termination Date (a) if resulting from
a Termination Event, all Affected Transactions and (b) if resulting from an
Event of Default, all Transactions (in either case) in effect immediately
before the effectiveness of the notice designating that Early Termination Date
(or, if “Automatic Early Termination” applies, immediately before that Early
Termination Date).


 


“Termination Currency”has the
meaning specified in the Schedule.


 


“Termination Currency Equivalent”  means, in respect of any amount denominated in the Termination
Currency, such Termination Currency amount and, in respect of any amount
denominated in a currency other than the Termination Currency (the “Other
Currency”), the amount in the Termination Currency determined by the party
making the relevant determination as being required to purchase such amount of
such Other Currency as at the relevant Early Termination Date, or, if the
relevant Market Quotation or Loss (as the case may be), is determined as of a
later date, that later date, with the Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a
rate for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.


 


“Termination Event”  means an Illegality, a Tax Event or a Tax
Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger
or an Additional Termination Event.


 


“Termination Rate”  means a rate per annum equal to the
arithmetic mean of the cost (without proof or evidence of any actual cost) to
each party (as certified by such party) if it were to fund or of funding such
amounts.


 


“Unpaid Amounts”  owing to any party means, with respect to an
Early Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to such
Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market


 


17

















 


value of that which was
(or would have been) required to be delivered as of the originally scheduled
date for delivery, in each case together with (to the extent permitted under
applicable law) interest, in the currency of such amounts, from (and including)
the date such amounts or obligations were or would have been required to have
been paid or performed to (but excluding) such Early Termination Date, at the
Applicable Rate. Such amounts of interest will be calculated on the basis of
daily compounding and the actual number of days elapsed. The fair market value
of any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section 6(e)
or, if each party is so obliged, it shall be the average of the Termination
Currency Equivalents of the fair market values reasonably determined by both
parties.


 


IN WITNESS WHEREOF the parties have executed this
document on the respective dates specified below with effect from the date
specified on the first page of this document.


 


	
  MORGAN
  STANLEY DERIVATIVE

  PRODUCTS INC.

  	
   

  	
  GE
  FINANCIAL ASSURANCE

  HOLDINGS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name of Party)

  	
   

  	
  (Name of Party)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  KEITH AMBURGEY

  	
   

  	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  	
   

  
	
   

  	
  Name:

  	
  KEITH
  AMBURGEY

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
  CHIEF
  OPERATING OFFICER

  MORGAN STANLEY DERIVATIVE PRODUCTS INC.

  	
   

  	
  Title:

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Date:

  
									



 


18

















 


Execution Copy


 


SCHEDULE


 


to the


 


Master Agreement


 


dated as of March 2, 2000


 


between


 


MORGAN STANLEY DERIVATIVE PRODUCTS INC.


(“Party A”)


 


and


 


GE FINANCIAL ASSURANCE HOLDINGS INC.


(“Party B”)


 


Part 1 Termination Provisions


 


In this Agreement —


 


(a)                                  “Specified Entity” means in relation to Party A and Party B for
the purpose of Sections 5(a)(v), (vi), (vii)

and Section 5(b)(iv): Not applicable.


 


(b)           “Specified
Transaction” will have the meaning specified in Section 14 of
this Agreement.


 


(c)           The “Cross Default”
provisions of Section 5(a)(vi) will not apply to Party A and will
not apply to Party B.


 


(d)                                 The “Credit
Event Upon Merger” provisions of Section 5(b)(iv) will not apply
to Party A and will not

apply to Party B.


 


(e)                                  The “Automatic
Early Termination” provisions of Section 6(a) will not apply to
Party A and will apply

to Party B.


 


(f)                                    Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:




(i)                                     Market Quotation will apply.


 


(ii)           The Second Method will apply.


 


(g)           “Termination Currency”
means United States Dollars.


 


(h)           Additional
Termination Event  will apply. The following shall constitute
Additional Termination Events:


 


Credit Event. With respect to Party B (a) If at any time the
rating issued by Standard & Poor’s Corporation (“S&P”) or Moody’s
Investors Service, Inc. (“Moody’s”) with respect to the long-term unsecured,
unsubordinated debt securities (“Debt Securities”) of Party B (in which case
Party B will be the Affected Party) is below A- in the case of S&P or is
below A3 in the case of Moody’s (a “Credit Event”), then Party A will have the
right, (i) by written notice, to request Party B to transfer all its rights and
obligations under this Agreement and all Affected Transactions within 30 days
to another party acceptable to Party A the financial program or Debt Securities
of such party which are rated AA- or above in the case of S&P and Aa3 or
above in the case of Moody’s, (ii) to terminate this Agreement by giving


 

















 


notice
of an Early Termination Date in respect of all Affected Transactions or (iii)
to take neither of the actions contained in subclauses (i) and (ii) of this
paragraph (a), in which event such failure or delay on the part of Party A in
exercising any of its rights contained in subclauses (i) and (ii) of this
paragraph (a) shall not operate as a waiver thereof nor preclude any further
exercise of such rights. In the event a transfer as requested by Party A
pursuant to subclause (i) of this paragraph (a) has not been effected with
respect to this Agreement and all Affected Transactions within 30 days, then
Party A may, provided the Credit Event is still continuing, designate a day not
earlier than the day such notice is effective under this Agreement as an Early
Termination Date in respect of all Affected Transactions.


 


(b)           If one of the
foregoing credit rating agencies ceases to be in the business of rating Debt
Securities and such business is not continued by a successor or assign of such
agency (the “Discontinued Agency”), Party A and Party B shall jointly (i)
select a nationally-recognized credit rating agency in substitution thereof and
(ii) agree on the rating level issued by such substitute agency that is
equivalent to the ratings specified herein of the Discontinued Agency,
whereupon such substitute agency and equivalent rating shall replace the
Discontinued Agency and the rating level thereof for the purposes of this
Agreement. If at any time all of the agencies specified herein with respect to
a party have become Discontinued Agencies and Party A and Party B have not
previously agreed in good faith on at least one agency and equivalent rating in
substitution for a Discontinued Agency and the applicable rating thereof, the
Credit Event provisions of paragraph (a) shall cease to apply to the parties.


 


Breach of Warranty. Any Warranty made or deemed to have been made
or repeated by any party or any Credit Support Provider of such party (if
applicable) in this Agreement or any Credit Support Document (if applicable)
proves to have been incorrect when made or repeated or deemed to have been made
or repeated (in which case the party that made or is deemed to have made or
repeated such Warranty shall be the Affected Party).


 


(i)                                     Appendix. The provisions of the
attached ISDA Master Agreement Appendix of Party A are incorporated herein by
reference.


 


Part 2


 


Tax Representations


 


(a)           Payer Tax Representation. For the
purpose of Section 3(e) of this Agreement, Party A and Party B make the
following representation:


 


It is not required by applicable law, as modified by the practice of any
relevant governmental revenue authority, of any Relevant Jurisdiction to make
any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made by it to the other party under this Agreement. In making this
representation, it may rely on:


 


(i)            the accuracy of any representations
made by the other party pursuant to Section 3(f) of this Agreement;


 


(ii)           the satisfaction of
the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of
this Agreement (as such Section 4(a)(iii) is modified in Part 5(d)(ii) hereof)
and the accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) (as such Section 4(a)(iii) is modified
in Part 5(d)(ii) hereof) of this Agreement; and


 


(iii)          the satisfaction of
the agreement of the other party contained in Section 4(d) of this Agreement;
provided, however, that it shall not be a breach of this representation where


 


20

















 


reliance
is placed on clause (ii) and the other party does not deliver a form or
document under Section 4(a)(iii) of this Agreement by reason of prejudice to
its legal or commercial position.


 


(b)                                 Payee Tax Representations. For the purpose of Section 3(f) of this
Agreement, Party A and Party B make the representations specified below, if
any:


 


(i)            For the purpose of Section 3(f),
Party A makes the following representation:-


 


It
is a corporation duly organized and incorporated under the laws of the State of
Delaware and is not a foreign corporation for United States tax purposes.


 


(ii)           For the purpose of Section 3(f),
Party B makes the following representation:-


 


It
is corporation duly organized and formed under the laws of the State of New
York and is not a foreign partnership for United States tax purposes.


 


Part 3


 


Agreement to Deliver Documents


 


For the purpose of Sections
4(a)(i) and (ii) of this Agreement, each Party agrees to deliver the following
documents, as applicable:


 


(a)                           Tax
forms, documents or certificates to be delivered are: Party B agrees to
complete, accurately and in a manner reasonably satisfactory to Party A, and to
execute and deliver to Party A, a United States Internal Revenue Service Form
W-8BEN claiming entitlement to treaty benefits, or any successor form, (i)
before the first Scheduled Payment Date with respect to such Transaction, (ii)
promptly upon reasonable demand by Party A, and (iii) promptly upon learning
that any such form previously provided has become obsolete or incorrect. Not
applicable.


 


(b)           Other documents to be delivered are:


 


	
  Party Required

  to Deliver

  Documents

  	
   

  	
  

  Form/Document/

  Certificate

  	
   

  	
  Date by

  which to

  be delivered

  	
   

  	
  Covered by

  §(3)(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A & B

  	
   

  	
  Financial Information
  described in Part 5(a)

  	
   

  	
  See Part 5

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A & B

  	
   

  	
  Evidence of execution and
  delivery as described in Part 5(b)

  	
   

  	
  See Part 5

  	
   

  	
  Yes

  



 


21

















 


Part 4


 


Miscellaneous


 


(a)                                  Addresses for Notices. For the purpose of Section 12(a) of this
Agreement:


 


Address for notices or communications to Party A:


 


	
   

  	
   

  	
  Morgan
  Stanley Derivative Products Inc.

  1220 Avenue of the Americas New York, New York 10020 

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  212-803-7400

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  212-761-0578

  
	
   

  	
   

  	
   

  
	
  Address for notices or
  communications to Party B:

  
	
   

  
	
  Address:

  	
   

  	
  GE Financial Assurance
  Holdings Inc.

  
	
   

  	
   

  	
  c/o General Electric
  Capital Corporation

  260 Long Ridge Road

  Stamford, CT 06927

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Senior Vice President - Corporate Treasury

  and Global Funding Operation

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  203-357-4000

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  203-357-4975

  



 


Notices. Section
12(a) is amended by adding in the third line thereof after the phrase
“messaging system” and before the “)” the words, “;provided, however, any such
notice or other communication may be given by facsimile transmission if telex
is unavailable, no telex number is supplied to the party providing notice, or
is answer back confirmation is not received within one hour from the party to
whom the telex is sent.”


 


(b)                                 Process Agent. For the purpose of Section 13(c) of this
Agreement:


 


Party A appoints as its Process Agent: Not applicable


 


Party B appoints as its Process Agent: Not applicable


 


(c)           Offices. The
provisions of Section 10(a) shall apply to this Agreement.


 


(d)                                 Multibranch Party.   For the
purpose of Section 10, Party A is not a Multibranch Party, and Party B is not a
Multibranch Party.


 


(e)                                  Calculation Agent. The Calculation Agent shall be Party A, unless
Party A is a Defaulting Party in which case the Calculation Agent will be Party
B.


 


(f)            Credit Support
Document. Details of any Credit Support Document: None


 


(g)           Credit Support
Provider. With respect to Party B: None


 


22

















 


(h)                                Governing Law.   This
Agreement will be governed by and construed in accordance with the laws of the
State of New York without reference to choice of law doctrine.


 


(i)                                    Netting of Payments. Section 2(c)(ii) of this Agreement will not
apply to any Transactions from the date of this Agreement.


 


(j)                                     “Affiliate” will have the meaning specified in Section
14; provided that Party A does
not have any Affiliates for purposes of this Agreement.


 


(k)                                  “Assignment” Section 7 of the Agreement is amended to add
“which consent will not be unreasonably withheld or delayed” after the words
“of the other party” in the third line of Section 7.


 


(1)                                  Waiver of Jury Trial. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in
respect of any Proceedings relating to this Agreement or any Credit Support
Document.


 


Part 5


 


Other Provisions


 


(a)                                 Provision of Financial
Information.  (i) 
Upon request of the other party and within a reasonable time after
public availability, each party agrees to furnish to the other party a copy of
the annual report of such party containing audited consolidated financial
statements for such fiscal year certified by independent certified public
accountants and prepared in accordance with generally accepted accounting
principles (“GAAP”), or, in lieu thereof, a copy of such party’s Form 10-K as
filed with the Securities and Exchange Commission.


 


(ii)           Upon request of the
other party and within a reasonable time after public availability, each party
agrees, with respect to the first three quarters of its fiscal year, to furnish
to the other party a copy of the unaudited consolidated financial statements of
such for its most recent fiscal quarter prepared in accordance with GAAP on a
basis consistent with that of the annual financial statements of such party,
or, in lieu thereof, a copy of such party’s Form 10-Q as filed with the
Securities and Exchange Commission.


 


(b)                                Provision of Evidence of
Authority, Execution and Delivery.   The parties agree that, at or promptly
following the execution and delivery of this Agreement, and, if a Confirmation
so requires, on or before the date set forth therein, each party shall deliver
to the other evidence, reasonably satisfactory in form and substance to the
receiving party, concerning the due authorization, execution and delivery of
this Agreement or such Confirmation.


 


(c)           Confirmations.
Notwithstanding anything to the contrary in this Agreement:


 


(i)            The parties hereto
agree that with, respect to each Transaction hereunder, a legally binding
agreement shall exist from the moment that the parties hereto agree on the
terms of such Transaction, which the parties anticipate will occur orally by
telephone or by exchange of electronic messages.


 


23

















 


(ii)           Party A will deliver
to Party B a Confirmation relating to each Transaction. Each Confirmation
delivered or returned by Party A to Party B or by Party B to Party A shall
include the following legend:


 


NEITHER
MORGAN STANLEY DEAN WITTER & CO., MORGAN STANLEY CAPITAL SERVICES INC.,
MORGAN STANLEY & CO. INTERNATIONAL LIMITED NOR ANY OTHER SUBSIDIARY OR
AFFILIATE OF MORGAN STANLEY DEAN WITTER & CO. (OTHER THAN PARTY A) IS AN
OBLIGOR ON THE TRANSACTION THAT IS THE SUBJECT OF THIS CONFIRMATION.


 


(d)                                Additional Tax Provisions. (i) The definition of “Indemnifiable Tax” in
Section 14 of this Agreement is modified by adding the following at the end
thereof:


 


Notwithstanding
the foregoing, “Indemnifiable Tax” also means any Tax imposed in respect of a
payment under this Agreement by reason of a Change in Tax Law by a government
or taxing authority of a Relevant Jurisdiction of the party making such
payment, unless the other party is incorporated, organized, managed and
controlled or considered to have its seat in such jurisdiction, or is acting
for purposes of this Agreement through a branch or office located in such
jurisdiction.


 


(ii)           Section 4(a)(iii) of this Agreement
is modified by deleting the word “materially” in the sixth line thereof.


 


(e)                                 Set-off. The last sentence of the first paragraph of
Section 6(e) and the definition of “Set-off” in Section 14 of this Agreement
are deleted. .  Notwithstanding any
setoff right contained in any other agreement between Party B or any Affiliate
or Credit Support Provider of Party B, on the one hand, and Party A or any Affiliate
or Credit Support Provider of Party A, on the other, whether now in existence
or hereafter entered into unless such agreement shall specifically refer to
this paragraph (e), each party agrees that all payments required to be made by
it under this Agreement shall be made without setoff or counterclaim for, and
that it shall not withhold payment or delivery under this Agreement in respect
of, any default by the other party or any Affiliate or Credit Support Provider
of the other party under any such other agreement or any amount relating to any
such other agreement.  Solely for
purposes of this paragraph (e) “Affiliate” shall have the meaning specified in
Section 14 of this Agreement.


 


(f)                                   Settlement Amount. The definition of “Settlement Amount” in
Section 14 of this Agreement is hereby amended by deleting in the third and
fourth lines of subparagraph (b) thereof the words “or would not (in the
reasonable belief of the party making the determination) produce a commercially
reasonable result”.


 


(g)                                 Jurisdiction. Section 13(b) of this Agreement is hereby
amended by: (i) deleting the word “non-” in the second line of subparagraph (i)
thereof; and (ii) deleting the final paragraph thereof.


 


(h)                                 Definitions. Reference is hereby made to the 1991 ISDA
Definitions as supplemented by the 1998 Supplement and the 1998 Euro
Definitions (as so supplemented, the “Definitions”), as; published by the
International Swaps and Derivatives Association, Inc. (“ISDA”), and the 1998
ISDA FX and Currency Option Definitions (the “FX Definitions”), as published by
ISDA, The Emerging Markets Traders Association and The Foreign Exchange
Committee which are hereby incorporated by reference herein. Any terms used and
not otherwise defined herein which are contained in the Definitions or the FX
Definitions shall have the meaning set forth therein, except that references in
the Definitions to a “Swap Transaction” shall be deemed to be references to a
“Transaction”.


 


(i)                                     Addenda. Notwithstanding the terms of Sections 5 and 6
of this Agreement, if at any time and so long as one of the parties to this
Agreement (“X”) shall have satisfied in full all its payment obligations under
Section 2(a)(i) of this Agreement and shall at the time have no future payment
obligations, whether absolute or contingent, under such Section, then unless the
other party (“Y”) is required pursuant to appropriate proceedings to return to
X or otherwise returns to X upon demand of X any


 


24

















 


portion
of any such payment, (a) the occurrence of an event described in Sections
5(a)(i) to 5(a)(vi) and Section 5(a)(viii) of this Agreement with respect to X,
any Credit Support Provider of X or any Specified Entity of X shall not
constitute an Event of Default or a Potential Event of Default with respect to
X as the Defaulting Party and (b) Y shall be entitled to designate an Early
Termination Date pursuant to Section 6 of this Agreement only as a result of
the occurrence of an Event of Default set forth in Section 5(a)(vii) of this
Agreement with respect to X as the Defaulting Party or as a result of a
Termination Event set forth in (i) either Section 5(b)(i) or 5(b)(ii) of this
Agreement with respect to Y as the Affected Party or (ii) Section 5(b)(iii) of
this Agreement with respect to Y as the Affected Party or (ii) Section
5(b)(iii) of this Agreement with respect to Y as the Burdened Party.


 


(j)                                     Principles and Practices for
Wholesale Financial Market Transactions. The parties to this Agreement hereby agree
that the Principles and Practices for Wholesale Financial Market Transactions
(the “Principles”), released by the Federal Reserve Bank of New York and ISDA
on August 17, 1995, shall not apply to the relationship between the parties,
this Agreement or any Transaction entered into hereunder, and that any
subsequent version of the Principles (whether or not such version carries the
same name) shall not apply to this Agreement unless the parties hereto
expressly so agree. However the parties further agree that the non-application
of the Principles shall not itself lead to any presumptions regarding the
relationship between the parties, this Agreement or any Transaction hereunder.


 


(k)           Additional Representations.  Section
3 of this Agreement is hereby amended by adding the following additional
subsections:


 


(g)                                 Eligible Swap Participant.  It is an
“eligible swap participant” as defined in the Part 35 regulations of the U.S.
Commodities Futures Trading Commission and is entering into this Agreement in
conjunction with its line of business (including financial intermediation services).


 


(h)                                 FDICIA/Regulation EE.  In
addition to the foregoing representations, Party A represents to Party B either
that (1) it is a Financial Institution as defined in Section 402(9) of the
Federal Deposit Insurance Corporation Improvement Act of 1991, or (2) (A) it
will engage in Financial Contracts (as defined in Section 2 of Regulation EE of
the Federal Reserve Board (12 C.F.R. §231.2)) as a counterparty on both sides
of one or more Financial Markets (as defined in Section 2 of Regulation EE of
the Federal Reserve Board (12 C.F.R. §231.2)), and (B) that, on the date of
this Agreement, it meets at least one of the tests set forth in Section
3(a)(l)-(2) of Regulation EE of the Federal Reserve Board (12 C.F.R.
§231.3(a)(l)-(2)).  The representation
contained in clause (1) or clause 2(A) of this paragraph (h), as the case may
be, will be deemed to be repeated by Party A on each date on which a
Transaction is entered into.


 


(i)                                     Line of Business.   It has entered
into this Agreement (including each Transaction evidenced hereby) in
conjunction with its line of business (including financial intermediation
services) or the financing of its business.


 


(j)                                     Principal Basis.   It is entering
into this Agreement, any Credit Support Document to which it is a party, each
Transaction and any other documentation relating to this Agreement or any
Transaction as principal (and not as agent or in any other capacity, fiduciary
or otherwise).


 


 


25

















 


 


(1)                                  Warranties Regarding Relationship Between Parties.


 


(i)                                     The
definition of “Affected Transactions”
in Section 14 of this Agreement is modified by adding the following
immediately preceding the words “an Illegality” in the first line thereof:


 


a breach of any
Warranty made pursuant to this Agreement,


 


(ii)                                  Section 14
of this Agreement is modified by adding the following new defined term in its
appropriate alphabetical location:


 


“Warranty”
has the meaning specified in Part 5(l)(iii) below.


 


(iii)                               Warranties. The following warranties (the
“Warranties”) are made by one or both of the parties to this Agreement, as
specified below, or, if applicable, any Credit Support Provider of any such
party or any Specified Entity of any such party, to the other party (which
Warranties will be deemed to be repeated by each such party on each date on
which a Transaction is entered into):


 


(A)                             Status of Parties. Each party warrants
to the other party that (1) it is acting for its own account in respect of all
Transactions governed by this Agreement, (2) the other party is not acting as a
fiduciary for it in respect of any such Transaction, and (3) it is not relying
on any communication (whether written or oral) of the other party as investment
advice or as a recommendation to enter into any transaction. transaction, it
being understood that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of that Transaction.


 


(B)                               Disclosure.  Each party warrants to the other party that it reasonably
believes that written information provided to the other party regarding any
Transaction governed by this Agreement shall not contain any untrue statement
of a material fact.


 


(C)                               Non-Speculation by Party B. Party B
warrants to Party A that it will enter into any Transaction governed by this
Agreement as an end-user and not for purposes of engaging in any derivatives
trading, market-making or other speculative activities in the derivatives
markets.


 


(D)                              Assessment and Understanding.  It is capable of assessing the merits of
and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of that
Transaction. It is also capable of assuming, and assumes, the risks of that
Transaction.


 


26

















 


(m)                               EMU Protocol. The parties agree that the definitions and
provisions contained in Annexes 1,2,4,5 and Section 6 of the EMU Protocol
published by the International Swaps and Derivatives Association, Inc. on May
6, 1998 are incorporated into and apply to this Agreement. References in those
definitions and provisions to any “ISDA Master Agreement” will be deemed to be
references to this Agreement.


 


Please
confirm your agreement to the terms of the foregoing Schedule by signing
below.


 


	
   

  	
  MORGAN STANLEY DERIVATIVE

  PRODUCTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH AMBURGEY

  	
   

  
	
   

  	
   

  	
  Name:

  	
  KEITH AMBURGEY

  
	
   

  	
   

  	
  Title:

  	
  CHIEF OPERATING OFFICER

  MORGAN STANLEY DERIVATIVE PRODUCTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE FINANCIAL ASSURANCE

  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


27

















 


MORGAN STANLEY DERIVATIVE PRODUCTS
INC.


 


ISDA MASTER AGREEMENT


APPENDIX


 


28

















 


MORGAN
STANLEY DERIVATIVE PRODUCTS INC.


 


ISDA
MASTER AGREEMENT


APPENDIX


 


(a)                                  Trigger Events. 
The occurrence of any of the following events (each, a
“Trigger Event”) shall constitute an Additional Termination Event, in each case
as of the date such Trigger Event occurs (each, a “Trigger Date”):


 


(i)                                     Party A Downgrade. The Credit Rating of
Party A from any Relevant Rating Agency has been downgraded below Minimum
Credit Quality, as of the date of the announcement of such downgrade by such
Relevant Rating Agency;


 


(ii)                                  MSDW or MSCS Bankruptcy. MSDW or any other
entity (if MSDW or such other entity shall then control Party A) or MSCS: (1)
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2) 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; or (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;


 


(iii)                               Required Capital. Party A shall fail to
maintain Required Capital, as of the fifth New York Banking Day following such
capital deficiency;


 


(iv)                              Failure to Deliver Collateral. Any Morgan
Stanley Entity shall fail to deliver any Required Collateral to Party A, as of
the second New York Banking Day after notice of its obligation to deliver such
Required Collateral is given to such Morgan Stanley Entity; or


 


(v)                                 Default by MSCS. MSCS shall default in its
obligations to Party A under any Mirror Transaction, as of the last day of any
cure period with respect to such default.


 


(b)                                 Event of Default or Other Termination Event After
Trigger Event.  If a Trigger
Event shall have occurred and another event or circumstance that would
otherwise constitute or give rise to (i) an Event of Default with Party A as
the Defaulting Party (other than an Event of Default pursuant to
Section 5(a)(vii) or 5(a)(ix) of this Agreement) or (ii) a Termination
Event other than a Trigger Event shall occur simultaneously with or after such
Trigger Event, such Trigger Event will prevail


 

















 


and such other event or
circumstance will not constitute an Event of Default or Termination Event, as
the case may be.


 


(c)                                  Effect of Trigger Event. Notwithstanding
anything to the contrary contained in this Agreement, if a Trigger Event
occurs, the following provisions shall apply:


 


(i)                                     Notice. Party A shall, on the Trigger Date
or on the next Local Business Day, (A) notify Party B by telex, telephone or
facsimile transmission to a Responsible Employee or by courier delivery (the
date such notice is transmitted, the “Notice Date”), which notice shall be
effective when transmitted (notwithstanding the provisions of Section 12
of this Agreement), and (B) make an announcement over the Reuters and Telerate
information wires, in each case specifying the nature of the Trigger Event and
designating the Early Termination Date. As promptly after the Notice Date as
practicable, Party A shall also publish a notice specifying the nature of the
Trigger Event and designating the Early Termination Date in The Wall Street Journal
(New York edition), The Financial Times (London edition) and Nihon Keizai
Shimbun (Tokyo edition). In addition, Party A shall provide such notice by
first class mail to Party B within a reasonable time. The Early Termination
Date so designated shall be the second Universal Banking Day following the
Trigger Date. The Early Termination Date so designated shall be subject to
change as specified in paragraph (c)(iv) of this Appendix.


 


(ii)                                  Market Quotation.  For the purposes of determining the Settlement Amount
pursuant to Section 6(e)(ii)(3) of this Agreement, the “Market Quotation”
of a Terminated Transaction (which may be positive or negative) shall be the
amount determined by Party A in good faith in accordance with its usual
operating procedures and pursuant to industry standards using Market Rates and
Volatilities (with all input data and procedures confirmed by the Independent
Auditor) to be the mid-market value of the Terminated Transaction as of 11:00
A.M. (New York time) on the Early Termination Date. For purposes of this
definition, if the Market Quotation of a Terminated Transaction represents an
amount payable to Party A, it shall be expressed as a negative number, and if
the Market Quotation represents an amount payable to Party B, it shall be expressed
as a positive number. For purposes of determining the Market Quotation, Unpaid
Amounts (as determined by Party A) in respect of the Terminated Transactions
are to be excluded but, without limitation, any payment or delivery that would,
but for the Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after the Early Termination Date is to
be included. For purposes of Section 6(e)(ii)(3) of this Agreement, the
“Termination Currency Equivalent” of any Settlement Amount or Unpaid Amount
denominated in a currency other than the Termination Currency shall be the
amount determined by Party A in good faith in accordance with its usual
operating procedures and pursuant to industry standards using Market Rates and
Volatilities (with all input data and procedures confirmed by the Independent
Auditor) to be the mid-market value of such Settlement Amount or Unpaid Amount
in the Termination Currency as of 11:00 A.M. (New York time) on the Early
Termination Date. Party A shall notify Party B by telex, telephone or facsimile
transmission of the Market Quotation of each Terminated Transaction and the
Settlement Amount by the close of business two New York Banking Days following
the Early Termination Date, which notice shall be effective when transmitted
(notwithstanding the provisions of Section 12 of this Agreement). In
addition, Party A shall provide such notice by first class mail to Party B
within a reasonable time.


 


(iii)                               Payment Date. The amount calculated as being
due as a result of a Trigger Event pursuant to Section 6(e)(ii)(3) of this
Agreement will be payable, in the case of an amount due and owing to Party A,
by the fifth New York Banking Day after the Early Termination Date, and in the
case of an amount due and owing to Party B, by the tenth New York Banking Day
after the Early Termination Date. Party A and Party B agree that the party that
is required to pay such amount shall be required to pay interest on such


 

















 


amount for the period
from (and including) the Early Termination Date to (but excluding) the date
payment is required to be made, at the Agreed Interest Rate. If either party
fails to pay such amount on the due date, such failure shall constitute a
breach of this Agreement, but shall not constitute an Event of Default
(including an Event of Default pursuant to Section 5(a)(i) or 5(a)(ii))
for purposes of this Agreement. In the event of any such failure by either
party, such party shall be required to pay interest on such overdue amount for
the period from (and including) such due date to (but excluding) the date of
actual payment, at the Trigger Default Rate. Interest payable under this
paragraph will be calculated on the basis of daily compounding and the actual
number of days elapsed divided by 360.


 


(iv)                              Effect of Exceptional Market Conditions. If
Exceptional Market Conditions exist on any Early Termination Date designated as
a result of the occurrence of a Trigger Event, such date shall not be an Early
Termination Date for any Transaction under this Agreement. In such event Party
A shall notify Party B, and the earlier to occur of (x) the next succeeding
Universal Banking Day on which Exceptional Market Conditions do not exist and
(y) the seventh calendar day following the earliest possible Early Termination
Date following the Trigger Date, shall be considered the Early Termination Date
for all outstanding Transactions and a Settlement Amount shall be obtained for
that Early Termination Date in accordance with the terms set forth in this
paragraph (c).


 


(v)                                 Payments on Early Termination


 


(A)                              Amendment to Section 6(e). This
Agreement shall be amended by adding the following new subsection (3) to
Section 6(e)(ii) of this Agreement:


 


(3) Trigger Event. If an Early Termination
Date results from a Trigger Event, Party A shall determine the Settlement
Amount of all Terminated Transactions on such date, and the amount payable will
be equal to (A) the sum of the Settlement Amount (as so determined by Party A)
in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to Party B less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A. If that amount is a
positive number, Party A will pay it to Party B; if it is a negative number, Party
B will pay the absolute value of that amount to Party A. For purposes of
determining the Settlement Amount under this subsection, clause (b) of the
definition of Settlement Amount shall not apply.


 


(B)                                Deferred Payments. After the occurrence of
a Trigger Event hereunder, neither party hereto shall make any payment under
any Transaction (other than a delivery of collateral) except as provided in
paragraph (c)(iii) of this Appendix, and any payments that would otherwise have
been payable between such Trigger Date and the Early Termination Date relating
to such Trigger Event shall constitute Unpaid Amounts.  For purposes of determining the amount of
such Unpaid Amounts, the Applicable Rate referred to in the definition of
Unpaid Amounts shall be the Agreed Interest Rate.


 


(d)                                 Additional Event of Default.  This Agreement shall be amended by adding
the following new subsection (ix) to Section 5(a):


 


(ix) Failure to Take Actions Following
Trigger Event. Notwithstanding
anything to the contrary contained in Section 5(a)(ii) of this Agreement,
Party A shall fail to (i) notify Party B and designate an Early Termination
Date pursuant


 

















 


to paragraph (c)(i) of
the Appendix to this Agreement, after a director or officer of Party A obtains
actual knowledge of the occurrence of a Trigger Event and such default shall
continue unremedied for a period of three Local Business Days, (ii) take the
actions called for by the last two sentences of Paragraph (c)(ii) of the
Appendix to this Agreement, or (iii) carry out the valuation procedures in the
manner contemplated by the Appendix to this Agreement.


 


(e)                                  No Capital Contribution to Party A.  Party A hereby informs Party B, and Party B
hereby acknowledges and agrees, that neither MSDW nor MSCS nor any other Morgan
Stanley Entity is under any obligation whatsoever (whether express or implied)
to contribute capital to Party A.  Party
B represents and warrants to Party A that in executing and delivering this
Agreement, and performing its obligations hereunder, Party B is relying on the
credit of Party A alone, and not on the credit of MSDW, MSCS or any other
Morgan Stanley Entity.


 


(f)                                    Additional Definitions.  As used in this Appendix, the following terms shall
have the following meanings:


 


“Agreed
Interest Rate” for any day means the overnight U.S. Dollar
LIBOR rate in effect for such day, as set forth opposite the caption “O/N”
under the headings “Euro-Dollar Deposits” and “Ask” on Telerate Page 12, as of
3:00 P.M., New York time, on such day, or if not so quoted, the overnight U.S.
Dollar LIBOR rate in effect for such day, as set forth opposite the caption
“USDR1T” and “Ask” on the “BBC<GO>UNITED STATES<GO>” page of
Bloomberg as of 3:00 P.M., New York time, on such day.


 


“control”
means, with respect to any entity, the direct or indirect
ownership of a majority of the voting power of such entity.


 


“Credit
Rating” means, with respect to any person:


 


(a)                                  if
each Relevant Rating Agency has assigned a counterparty, financial program or
similar rating to such person or rates such person’s long-term senior
unsecured, uninsured debt or such person’s medium-term notes, or, in the case
of a bank, such person’s bank notes, the lowest most recent such rating
announced by any Relevant Rating Agency, whether or not such rating is under
review with positive or negative implications; and


 


(b)                                 if
any Relevant Rating Agency has not announced any such rating, a rating
determined from time to time in good faith by Party A in accordance with
industry practice and with Rating Agency Approval.


 


“Dealer
Group” means the following entities and such other entities
as may be selected by Party A from time to time: Morgan Guaranty Trust Company
of New York, Citibank, N.A., Barclays Bank PLC, Bankers Trust Company, Merrill
Lynch Capital Services, Inc., The Chase Manhattan Bank, Deutsche Bank AG,
National Westminster Bank PLC, Banque Nationale de Paris, Hong Kong and
Shanghai Bank, The Sumitomo Bank Ltd., Bank of Tokyo - Mitsubishi, Limited,
Westpac Bank Corp., Goldman, Sachs & Co. and Banque Paribas. Party A shall
(x) ensure that there are at least ten members of the Dealer Group at all times
and (y) give notice to Party B promptly after the effectiveness of any change
in the composition of the Dealer Group.


 


“Exceptional
Market Conditions” means any of the following events, the
existence of which shall be determined by Party A and the effect of which on
financial markets makes it impracticable or inadvisable, in the view of Party A
after consultation with the Independent Auditor, to proceed with the
determination of the Settlement Amount on the relevant Early Termination Date:
(A) any suspension or material limitation of trading (excluding daily
settlement limits in the normal course of trading) on the New York Stock
Exchange, International Stock Exchange of Great Britain and


 

















 


Northern Ireland,
Frankfurt Stock Exchange or Tokyo Stock Exchange, (B) the declaration of a
banking moratorium by the Ministry of Finance of Japan, the Bank of England,
United States federal authorities or Deutsche Bundesbank, or (C) the occurrence
of any calamity or crisis or any other similar event that is so severe, as
determined by Party A after obtaining the affirmative approval of the majority
of at least ten members of the Dealer Group, as to prevent the determination of
a Market Quotation in a commercially reasonable manner.


 


“Independent
Auditor” means Ernst & Young, or any successor auditor
selected by Party A with Rating Agency Approval.


 


“Market
Rates and Volatilities” means, in the case of interest rates
and volatilities, the interest rates and volatilities obtained from the
Telerate and Reuters screens where practicable and from polling the Dealer
Group and, in the case of foreign exchange rates and volatilities and other
pricing parameters, the foreign exchange rates and volatilities or pricing
parameters obtained from polling the Dealer Group. In each case, for all rates,
volatilities or other parameters obtained, at least five members of the Dealer
Group shall be polled, the highest and lowest of such returns (including, in the
case of interest rates and volatilities, the rates and volatilities obtained
from the Telerate and Reuters screens, if any) shall be discarded and the
simple mathematical average of the remaining values shall be used to perform
the applicable determination.


 


Notwithstanding the
definition of Dealer Group, (i) for U.S. dollar and Canadian dollar
information, the dealers that may be polled shall be Morgan Guaranty Trust
Company of New York, Citibank, N.A., Bankers Trust Company, Merrill Lynch
Capital Services, Inc., The Chase Manhattan Bank and Goldman, Sachs & Co.;
and (ii) for European currency information, the dealers that may be polled
shall be those listed in clause (i) of this paragraph and, in addition,
Barclays Bank PLC, Deutsche Bank AG, National Westminster Bank PLC, Banque
Nationale de Paris and Banque Paribas.


 


“Minimum
Credit Quality” means, in the case of Moody’s, a Credit
Rating of at least A3; in the case of S&P, a Credit Rating of at least A-;
and in the case of any other Relevant Rating Agency, a Credit Rating of at
least similar quality.


 


“Mirror
Transaction” shall mean any transaction between MSCS and
Party A that hedges the market risk of Party A with respect to any transaction
with a counterparty other than MSCS.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Morgan
Stanley Entity” means each of MSDW and any entity controlled,
directly or indirectly, by MSDW, any entity that controls, directly or
indirectly, MSDW, or any entity directly or indirectly under common control
with MSDW, in each case other than Party A.


 


“MSCS” means
Morgan Stanley Capital Services Inc., or any successor thereto.


 


“MSDW” means
Morgan Stanley Dean Witter & Co., or any successor thereto.


 


“New
York Banking Day” means a day on which commercial banks are
open for business (including dealings in foreign exchange and foreign currency
deposits) in New York.


 


“Rating
Agency Approval” means, with respect to any document or
action, that the Relevant Rating Agencies have not objected to the form, terms
and provisions of such document or the taking of such action after having been
provided with reasonable prior notice thereof.


 


“Relevant
Rating Agencies” means S&P and Moody’s, or such of them
as then assigns a Credit Rating to Party A at Party A’s request, or any other
nationally recognized rating agency then


 

















 


rating Party A at Party
A’s request (each such agency, a “Relevant Rating Agency”); provided that at all times there will be
at least two Relevant Rating Agencies.


 


“Required
Capital” means the minimum capital required to maintain Party
A’s then-current Credit Rating, as determined pursuant to guidelines
established by Party A with Rating Agency Approval.


 


“Required
Collateral” means the collateral that must be delivered to
Party A by MSDW (if MSDW shall then control Party A) or any other Morgan
Stanley Entity in order to maintain Party A’s then-current Credit Rating, as
required by the terms of any applicable collateralization agreement as may then
be in effect between Party A and MSDW or any such other Morgan Stanley Entity.


 


“Responsible
Employee” means the officer of Party B whose name is set
forth in Part 4(a) of the Schedule to this Agreement, or another officer
designated as such in a notice delivered by Party B to Party A.


 


“S&P”
means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill
Companies, Inc.


 


“Trigger
Default Rate” means the Agreed Interest Rate plus 3% per
annum.


 


“Universal
Banking Day” means a day on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in all of Frankfurt, London, New York and Tokyo.


 

















 


GE Financial Assurance Holdings Inc.


 


Certificate of the Assistant Secretary


 


I,
Glenn J. Goggins, an Assistant Secretary of GE Financial Assurance Holdings,
Inc. a Delaware corporation (“GEFA”), hereby certify the following:


 


(a)                                  Jeffrey S. Werner was the duly authorized
Senior Vice President and Treasurer for GEFA on the date of this execution of
the ISDA Master Agreement dated as of March 2, 2000 (the “Agreement”) between
Morgan Stanley Products Inc. and GEFA and at that time was authorized to
execute the Agreement and all documents to be delivered thereunder and that the
signature of Jeffrey S. Werner on the attached list of authorized signatures is
his true and correct signature.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his official signature on
this 27th day of March 2000.


 


 


	
   

  	
  /s/
  GLENN J. GOGGINS

  	
   

  
	
   

  	
  Glenn
  J. Goggins

  
	
   

  	
  Assistant
  Secretary