EX-10.4



 Exhibit 10.4 
  





 
 International Swaps and Derivatives Association, Inc. 

2002 MASTER AGREEMENT 

dated as of June 30, 2009 
  

					
	 BANK OF AMERICA, N.A.
	  	and	  	 Each of the entities listed on Annex A hereto


 have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be
governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of
confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”. 

Accordingly, the parties agree as follows:— 
  

	1.	Interpretation 

 (a) Definitions. The terms defined in Section 14 and elsewhere in
this Master Agreement 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, 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 condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii). 

Copyright © 2002 by International Swaps and Derivatives 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 Settlement 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 of Payments. 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 which 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 and payment obligation will be
determined in respect of all amounts payable on the same date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any
Confirmation by specifying that “Multiple Transaction Payment Netting” applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple
Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such
Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive
payments or deliveries. 
  

	(d)	Deduction or Withholding for Tax.  

 (i) Gross-Up. All payments
under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority,
then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:— 
 (1) promptly notify the other
party (“Y”) of such requirement; 
 (2) pay to the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that
such amount has been assessed against Y; 
 (3) promptly forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities; and 

  

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

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

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

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or
withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); 
 (2) X does not so
deduct or withhold; and 
 (3) a liability resulting from such Tax is assessed directly against X, 

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

 

	3.	Representations 

 Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e)
and 3(f) and, if specified in the Schedule as applying, 3(g) 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). If any “Additional Representation” is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation
will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation. 
 (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; 

  

					
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 (iii) No Violation or Conflict. Such execution, delivery and performance do not
violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or
affecting it or any of its assets; 
 (iv) Consents. All governmental and other consents that are required to have been
obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and 

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute
its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 
 (b)
Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (c) Absence of
Litigation. There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities 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. 
 (g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not
as agent of any person or entity. 
  

	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 clause (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 

  

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

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

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

(c) Comply With Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to
comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (d)
Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. 

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or
performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled or considered to have its seat, or where an 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 (subject to Sections 5(c) and 6(e)(iv)) 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 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local
Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party; 
 (ii) Breach of
Agreement; Repudiation of Agreement.  
 (1) 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 9(h)(i)(2) or (4) 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 within 30 days after notice of such failure is given to the party; or 

(2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any
Confirmation executed and delivered by that party or any Transaction evidenced by such a Confirmation (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 

  

					
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 (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, or any security
interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full force and effect for the purpose of this Agreement (in each 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 (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or 3(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 (other than by failing to make a delivery) under a Specified Transaction or
any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in 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 due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace period, such default continues for at least one Local Business Day); 

(3) defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction or
any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination
of, all transactions outstanding under the documentation applicable to that Specified Transaction; or 
 (4) disaffirms, disclaims,
repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other
confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 

  

					
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 (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
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) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is 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 under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause
(1) above, of not less than the applicable Threshold Amount; 
 (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)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation
or organisation or the jurisdiction of its head or home office, 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 by it or such regulator, supervisor or similar official, or (B) 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 such proceeding or petition is instituted or presented by a person or entity not described in
clause (A) above and either (I) 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 (II) is not dismissed, discharged, stayed or restrained in
each case within 15 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 15 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) above (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 

  

					
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 (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, or reorganises, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation,
merger, transfer, reorganisation, reincorporation or reconstitution:— 
 (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; 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 (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a
Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be
applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:— 

(i) Illegality. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the
relevant Confirmation or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any Credit Support Provider of such party) occurring after a Transaction is entered into, it becomes
unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if
the relevant payment, delivery or compliance were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):— 

(1) for the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such
Transaction to perform any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, 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) for such party or any Credit Support Provider of such party (which will be the Affected
Party) to perform any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, to receive a payment or delivery under such Credit
Support Document or to comply with any other material provision of such Credit Support Document; 
 (ii) Force Majeure Event.
After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is
entered into, on any day:— 
 (1) the Office through which such party (which will be the Affected Party) makes and receives payments or
deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from
complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or


  

					
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impracticable for such Office so to perform, receive or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance
were required on that day); or 
 (2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented
from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such
Credit Support Document or from complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for
such party or Credit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on
that day), 
 so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider,
as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such
prevention, impossibility or impracticability; 
 (iii) Tax Event. Due to (1) any action taken by a taxing authority, or
brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (2) 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 Settlement Date (A) 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 9(h)) or (B) 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 9(h)) 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)); 

(iv) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Settlement 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 9(h)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any 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 (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganising, reincorporating or
reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption; 

(v) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, a
Designated Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, “X”) and such Designated Event does not constitute a Merger
Without Assumption, and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such
Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A “Designated
Event” with respect to X means that:— 
 (1) X consolidates or amalgamates with, or merges with or into, or transfers all or
substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the date of this Master Agreement) to, or reorganises, reincorporates or reconstitutes into or as, another entity; 

  

					
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 (2) any person, related group of persons or entity acquires directly or indirectly the beneficial
ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or 

(3) X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of
(A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities other than corporations, any other form of ownership interest; or 

(vi) 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 will be as specified for such Additional Termination Event in the Schedule or such Confirmation). 

(c) Hierarchy of Events.  
 (i) An
event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1)
insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be. 

(ii) Except in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise
to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an
Illegality or a Force Majeure Event. 
 (iii) If an event or circumstance which would otherwise constitute or give rise to a Force Majeure
Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event. 

(d) Deferral of Payments and Deliveries During Waiting Period. If an Illegality or a Force Majeure Event has occurred and is continuing with
respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:— 

(i) the first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local
Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that
Illegality or Force Majeure Event, as the case may be; or 
 (ii) if earlier, the date on which the event or circumstance constituting or
giving rise to that Illegality or Force Majeure Event ceases to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following day that is a Local Business Day or Local Delivery Day, as
appropriate. 
 (e) Inability of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event
occurs under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant Office is not the Affected Party’s head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or


  

					
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compliance with the relevant provision by the Affected Party’s head or home office and (iv) the Affected Party’s head or home office fails so to perform or comply due to the
occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an
Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i)or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or circumstance continues to exist
with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case may be, and the Affected Party’s head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or
5(a)(iii)(1). 
  

	6.	Early Termination; Close-Out Netting 

 (a) Right to Terminate Following Event of Default.
If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party
specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in
the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3),
(5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 
 (b) Right to Terminate Following Termination Event.
 
 (i) Notice. If a Termination Event other than a Force Majeure 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 the other party such other information about that Termination Event as the other party may reasonably
require. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other
information about that Force Majeure Event as the other party may reasonably require. 
 (ii) Transfer to Avoid Termination
Event. If 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, other than 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 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 of such occurrence is given under Section 6(b)(i) to avoid that Termination Event. 

  

					
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 (iv) Right to Terminate.  

(1) If:— 
 (A) 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 

(B) 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, 
 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 are two Affected Parties, or the Non-affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then
continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. 

(2) If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has
expired:— 
 (A) Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate
(I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating
the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a
notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an
Early Termination Date in respect of any or all other Affected Transactions. 
 (B) An Affected Party (if the Illegality or Force Majeure
Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only
have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other
party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions. 
 (c) Effect of
Designation.  
 (i) If notice designating an Early Termination Date is given under Section 6(a) or 6(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 9(h)(i) 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 will be determined pursuant to Sections 6(e) and 9(h)(ii). 

  

					
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 (d) Calculations; Payment Date. 

(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 any quotations, market data or information from
internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) 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 or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and
accuracy of such quotation or market data. 
 (ii) Payment Date. An Early Termination Amount due in respect of any Early
Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which 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 (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the statement
provided pursuant to clause (i) above by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event. 

(e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date
(the “Early Termination Amount”) will be determined pursuant to this Section 6(e) and will be subject to Section 6(f). 

(i) Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an
amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of
Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If the Early Termination 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 the Early Termination Amount to the
Defaulting Party. 
 (ii) Termination Events. If the Early Termination Date results from a Termination Event:— 

(1) One Affected Party. Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be
determined in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and to the Non-affected Party, respectively. 

(2) Two Affected Parties. Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal
to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount
will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party “X”) and the lower amount so determined (by party “Y”) and (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the
absolute value of the Early Termination Amount to Y. 

  

					
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 (3) Mid-Market Events. If that Termination Event is an Illegality or a Force Majeure
Event, then the Early Termination Amount will be determined in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party will:—

 (A) if obtaining quotations from one or more third parties (or from any of the Determining Party’s Affiliates), ask each third party
or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid-market quotations; and 

(B) in any other case, use mid-market values without regard to the creditworthiness of the Determining Party. 

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination
applies in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable 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) Adjustment for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to
pay, when due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment,
delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an
Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions and (2) otherwise accrue interest in accordance
with Section 9(h)(ii)(2). 
 (v) Pre-Estimate. The parties agree that 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 the termination of the Terminated Transactions. 
 (f) Set-Off. Any Early Termination Amount
payable to one party (the “Payee”) by the other party (the “Payer”), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any
other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non-affected Party, as the case may be (“X”) (and without prior notice
to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts (“Other Amounts”) payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent
and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other
party of any set-off effected under this Section 6(f). 
 For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant
portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount
of such currency. 

  

					
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 If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the
estimate, subject to the relevant party accounting to the other when the obligation is ascertained. 
 Nothing in this Section 6(f) will be effective
to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to
which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise). 
  

	7.	Transfer 

 Subject to Section 6(b)(ii) and to the extent permitted by applicable law, 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 Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to
Sections 8, 9(h) and 11. 
 Any purported transfer that is not in compliance with this Section 7 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 good faith and using
commercially reasonable procedures 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 clause (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 purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using commercially
reasonable procedures 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. 

  

					
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 (c) Separate Indemnities. To the extent permitted by applicable law, the indemnities in this
Section 8 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. 
  

	9.	Miscellaneous 

 (a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or
referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud. 

(b) Amendments. An amendment, modification or waiver in respect of this Agreement will only be effective if 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 by an exchange of 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 and by electronic messaging system), 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 will 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, by an exchange of electronic messages on an
electronic messaging system or by an exchange of e-mails, 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, electronic message or e-mail 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 are for
convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 

  

					
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 (h) Interest and Compensation.  

(i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant
Transaction:— 
 (1) Interest on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will,
to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (3)(B) or
(C) below), at the Default Rate. 
 (2) Compensation for Defaulted Deliveries. If a party defaults in the
performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in
the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of
that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which
interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good
faith and using commercially reasonable procedures, by the party that was entitled to take delivery. 
 (3) Interest on Deferred
Payments. If:— 
 (A) a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to
the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes payable) in the
same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate; 

(B) a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the
extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the
amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable
to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the
Applicable Deferral Rate; or 
 (C) a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after
giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force
Majeure Event 

  

					
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continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to
the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date
the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an
Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable
Deferral Rate. 
 (4) Compensation for Deferred Deliveries. If:— 

(A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery; 

(B) a delivery is deferred pursuant to Section 5(d); or 

(C) a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting
Period has expired, 
 the party required (or that would otherwise have been required) to make the delivery will, to the extent permitted by
applicable law and subject to Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required) if and to the extent provided for in the relevant
Confirmation or elsewhere in this Agreement. 
 (ii) Early Termination. Upon the occurrence or effective designation of an
Early Termination Date in respect of a Transaction:— 
 (1) Unpaid Amounts. For the purpose of determining an Unpaid Amount in
respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery
included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but
excluding) the relevant Early Termination Date, at the Applicable Close-out Rate. 
 (2) Interest on Early Termination Amounts. If an
Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount in the Termination Currency, for
the period from (and including) such Early Termination Date to (but excluding) the date the amount is paid, at the Applicable Close-out Rate. 

(iii) Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding
and the actual number of days elapsed. 

  

					
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	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 and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organisation, its obligations
are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery
deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction. 

(b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a
Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing). 

(c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed
by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party
enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may
change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party. 

 

	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, execution 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 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 described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging
system or e-mail 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 it 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 it is delivered
or its delivery is attempted; 
 (v) if sent by electronic messaging system, on the date it is received; or 

(vi) if sent by e-mail, on the date it is delivered, 

  

					
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 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 will be deemed given and effective on the first following day that is a Local
Business Day. 
 (b) Change of Details. Either party may by notice to the other change the address, telex or facsimile number or electronic
messaging system or e-mail 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 any dispute arising out of or in connection with this Agreement (“Proceedings”), each party irrevocably:— 
 (i)
submits:— 
 (1) if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English
courts if the Proceedings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or 

(2) if this Agreement is expressed to be governed by the laws of the State of New York, 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; 
 (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; and 
 (iii) agrees, to the extent permitted by applicable law,
that the bringing of Proceedings in any one or more jurisdictions will not 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 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(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law. 

(d) Waiver of Immunities. Each party irrevocably waives, to the 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 or order for specific performance
or 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. 

  

					
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	14.	Definitions 

 As used in this Agreement:— 

“Additional Representation” has the meaning specified in Section 3. 

“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, Force Majeure Event, Tax
Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions
unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that Transaction) 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. 
 “Agreement” has the meaning specified in
Section 1(c). 
 “Applicable Close-out Rate” means:— 

(a) in respect of the determination of an Unpaid Amount:— 

(i) 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; 
 (ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a
Non-defaulting Party, the Non-default Rate; 
 (iii) in respect of obligations deferred pursuant to Section 5(d), if there is no
Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and 
 (iv) in all other cases following the
occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and 
 (b) in respect of
an Early Termination Amount:— 
 (i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date
(determined in accordance with Section 6(d)(ii)) on which that amount is payable:— 
 (1) if the Early Termination Amount is
payable by a Defaulting Party, the Default Rate; 
 (2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default
Rate; and 
 (3) in all other cases, the Applicable Deferral Rate; and 

  

					
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 (ii) for the period from (and including) the date (determined in accordance with
Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:— 
 (1) if a party fails to pay
the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long
as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable Deferral Rate; 

(2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above
applies), the Default Rate; 
 (3) if the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect
of which clause (1) above applies), the Non-default Rate; and 
 (4) in all other cases, the Termination Rate. 

“Applicable Deferral Rate” means:— 

(a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant
interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that
relevant market; 
 (b) for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by
the relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer after consultation with the other party, if
practicable, for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; and 

(c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal to
the arithmetic mean of the rate determined pursuant to clause (a) above and 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. 
 “Automatic Early Termination” has the meaning specified in Section 6(a). 

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

“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 after the parties enter into the relevant Transaction. 
 “Close-out
Amount” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing
circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic
equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b) the option rights of the
parties in respect of that Terminated Transaction or group of Terminated Transactions. 

  

					
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 Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and
use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the
aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as
would be commercially reasonable. 
 Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and
out-of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts. 
 In determining a Close-out Amount,
the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information: — 
 (i)
quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant
documentation, including credit support documentation, between the Determining Party and the third party providing the quotation; 
 (ii) information
consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the
relevant market; or 
 (iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the
Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions. 

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause
(i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not
satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other
information being utilised. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product,
information vendors, brokers and other sources of market information. 
 Without duplication of amounts calculated based on information described in clause
(i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its
terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them). 

Commercially reasonable procedures used in determining a Close-out Amount may include the following:— 

(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause
(iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining
Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and 

  

					
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 (2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions
depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions. 

“Confirmation” has the meaning specified in the preamble. 

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

 “Contractual Currency” has the meaning specified in Section 8(a). 

“Convention Court” means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on
Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters. 

“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. 

“Cross-Default” means the event specified in Section 5(a)(vi). 

“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. 
 “Defaulting Party” has the meaning
specified in Section 6(a). 
 “Designated Event” has the meaning specified in Section 5(b)(v). 

“Determining Party” means the party determining a Close-out Amount. 

“Early Termination Amount” has the meaning specified in Section 6(e). 

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

“electronic messages” does not include e-mails but does include documents expressed in markup languages, and “electronic
messaging system” will be construed accordingly. 
 “English law” means the law of England and Wales, and
“English” will be construed accordingly. 
 “Event of Default” has the meaning specified in
Section 5(a) and, if applicable, in the Schedule. 
 “Force Majeure Event” has the meaning specified in Section 5(b). 

“General Business Day” means a day on which commercial banks are open for general business (including dealings in foreign exchange and
foreign currency deposits). 
 “Illegality” has the meaning specified in Section 5(b). 

  

					
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 “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 “unlawful” will be construed accordingly. 

“Local Business Day” means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or
places specified in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is 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) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or
circumstance that constitutes or gives rise to the Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day 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 and, if that currency does not have a single recognised principal financial centre, a day on which the settlement system necessary to accomplish such payment is open,
(d) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance
which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place 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 (e) in relation to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with
respect to such Specified Transaction. 
 “Local Delivery Day” means, for purposes of Sections 5(a)(i) and 5(d), a day on which
settlement systems necessary to accomplish the relevant delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation
or, if not so specified, in a location as determined in accordance with customary market practice for the relevant delivery. 
 “Master
Agreement” has the meaning specified in the preamble. 
 “Merger Without Assumption” means the event specified in
Section 5(a)(viii).  
 “Multiple Transaction Payment Netting” has the meaning specified in Section 2(c).
 
 “Non-affected Party” means, so long as there is only one Affected Party, the other party. 

“Non-default Rate” means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major
bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect conditions
prevailing at the time in that relevant market. 
 “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. 

“Other Amounts” has the meaning specified in Section 6(f). 

  

					
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 “Payee” has the meaning specified in Section 6(f). 

“Payer” has the meaning specified in Section 6(f). 

“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. 
 “Proceedings” has the meaning specified in Section 13(b). 

“Process Agent” has the meaning specified in the Schedule. 

“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. 
 “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. 
 “Schedule” has the meaning
specified in the preamble. 
 “Scheduled Settlement Date” means a date on which a payment or delivery is to be made under
Section 2(a)(i) with respect to a Transaction. 
 “Specified Entity” has the meaning specified in the Schedule. 

“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 to any such transaction) 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 not a Transaction under this Agreement but (i) which is a rate swap
transaction, swap option, 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, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including
any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the
financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity
instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (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. 
 “Stamp Tax Jurisdiction” has the meaning specified in Section 4(e). 

  

					
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 “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 an Illegality or a Force
Majeure Event, all Affected Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all
Transactions in effect either 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” means (a) if a Termination Currency is specified in the Schedule and that currency is freely available,
that currency, and (b) otherwise, euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York. 

“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 Close-out Amount 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 Force Majeure Event, a Tax Event, 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. 
 “Threshold Amount” means the amount, if
any, specified as such in the Schedule. 
 “Transaction” has the meaning specified in the preamble. 

“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) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early Termination
Date and which remain unpaid as at such Early Termination Date, (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) or 5(d)) 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 value of that which was (or would have been) required to be
delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any Early Termination
Amount due prior to such Early Termination Date and which remains unpaid as of such Early Termination Date, in each case together with any amount of interest accrued or other 

  

					
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		  	27	  	









 
compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market value of any obligation
referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties. 

“Waiting Period” means:— 
 (a) in
respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will
apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and 

(b) in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment,
delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or
circumstance) following the occurrence of that event or circumstance. 
 [Signature Page Follows] 

  

					
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 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. 
  

									
	BANK OF AMERICA, N.A.	 		 	BOJANGLES’ RESTAURANTS, INC.
			
	 /s/ Roger H. Heintzelman
	 		 	 /s/ M. John Jordan

	Name:	 	Roger H. Heintzelman	 		 	Name:	 	M. John Jordan
	Title:	 	Principal	 		 	Title:	 	Chief Financial Officer
				
		 		 		 	BHI EXCHANGE, INC.
		 		 		 	BOJANGLES’ HOLDINGS, INC.
				
		 		 		 	 /s/ M. John Jordan

		 		 		 	Name:	 	M. John Jordan
		 		 		 	Title:	 	Chief Financial Officer
				
		 		 		 	BJ GEORGIA, LLC
		 		 		 	BOJANGLES’ INTERNATIONAL, LLC
		 		 		 	BJ RESTAURANT DEVELOPMENT, LLC
				
		 		 		 	 /s/ M. John Jordan

		 		 		 	Name:	 	M. John Jordan
		 		 		 	Title:	 	Manager


  

					
		  		  	ISDA® 2002
		  		  	









 ANNEX A 

Bojangles’ Restaurants, Inc. 
 BHI Exchange, Inc. 

BJ Georgia, LLC 
 Bojangles’ International, LLC 

Bojangles’ Holdings, Inc. 
 BJ Restaurant Development, LLC


  

					
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 International Swaps and Derivatives Association, Inc. 

SCHEDULE 
 to the

 2002 Master Agreement 

dated as of June 30, 2009 

between 
 BANK OF AMERICA,
N.A., 
 a national banking association 

organized and existing under the laws of the United States of America, 

(“Party A”) 
 and 

BOJANGLES’ RESTAURANTS, INC., 

a corporation 
 organized and
existing under the laws of the State of Delaware, 
 as “Party B Group Agent” (each entity on Appendix A individually, a
“Party B Group Member” 
 and collectively, “Party B”) 

PART 1: Termination Provisions 
  

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


None; 
 “Specified
Entity” means in relation to Party B for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(v): 
 Any Affiliate of
Party B. 
  

	(b)	“Specified Transaction” will have the meaning specified in Section 14 but shall also include any transaction with respect to margin loans, cash loans and short sales of any financial
instrument, and as amended by inserting the words, “or any Affiliate of Party A” immediately after “Agreement” in the second line thereof. 

  

	(c)	The “Cross-Default” provisions of Section 5(a)(vi) 

 will apply to
Party A and 
 will apply to each Party B Group Member. 

  
 31 








 In connection therewith, “Specified Indebtedness” will not have the
meaning specified in Section 14, and such definition shall be replaced by the following: “any obligation in respect of the payment of moneys (whether present or future, contingent or otherwise, as principal or surety or otherwise), except
that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business.” 

“Threshold Amount” means with respect to Party A an amount equal to three percent (3%) of the Shareholders’
Equity of Bank of America Corporation and with respect to each Party B Group Member, one million ($1,000,000). 
 With respect to Party B,
any Event of Default (howsoever defined) under the Credit Agreement shall be an Event of Default under this Agreement. 
 “Credit
Agreement” means the Credit Agreement dated as of June 30, 2009 by and among Party B, collectively as the Borrowers, Party A, as Administrative Agent and L/C Issuer and the other lenders party thereto (as amended, extended,
supplemented or otherwise modified in writing from time to time). 
 “Shareholders’ Equity” means with respect
to an entity, at any time, the sum (as shown in the most recent annual audited financial statements of such entity) of (i) its capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and
(iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles. 
  

	(d)	The “Credit Event Upon Merger” provisions of Section 5(b)(v) 

 will
apply to Party A 
 will apply to each Party B Group Member. 
  

	(e)	The “Automatic Early Termination” provision of Section 6(a) 

 will
not apply to Party A 
 will not apply to Party B. 
  

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

  

	(g)	Additional Termination Event will apply. 

 It shall be an Additional Termination
Event hereunder, with respect to which Party B shall be the sole Affected Party, if (1) for any reason either Party A’s obligation to lend under the Credit Agreement is terminated or Party A ceases to be a party to the Credit Agreement and
(2) the obligations and liabilities of each Party B Group Member hereunder fail to be senior secured, pari passu and equal in right and priority of payment with the loans under the Credit Agreement. 

It shall be an Additional Termination Event hereunder, with respect to which Party B shall be the sole Affected Party, if (1) if the
guarantee obligations of the loan parties under the Credit Agreement do not extend to the obligations of each Party B Group Member hereunder, (2) all or substantially all of the collateral under the Credit Agreement and related loan documents
are released without the prior written consent of Party A, or (3) the obligations and liabilities of each Party B Group Member hereunder fail to be senior secured, pari passu and equal in right and priority of payment with the loans under the
Credit Agreement. 

  
 32 








 PART 2: Tax Representations 

 

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


It is not required by any 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 9(h) 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 contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this
Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material 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 will make the following representations specified below, if any:- 


 

	 	(i)	The following representations will apply to Party A: 

 Party A is a national banking association
created or organized under the laws of the United States of America and the federal taxpayer identification number is 94-1687665. 
  

	 	(ii)	The following representations will apply to Party B: 

 Bojangles’ Restaurants, Inc. is a
corporation created or organized under the laws of the State of Delaware and the federal taxpayer identification number is 95-4283932. 
 BHI
Exchange, Inc. is a corporation created or organized under the laws of the State of Delaware and the federal taxpayer identification number is 26-0787328. 

BJ Georgia, LLC is a limited liability company created or organized under the laws of the State of Georgia and the federal taxpayer
identification number is 26-1193857. 
 Bojangles’ International, LLC is a limited liability company created or organized under the laws
of the State of Delaware and the federal taxpayer identification number is 56-2075196. 
 Bojangles’ Holdings, Inc. is a corporation
created or organized under the laws of the State of Delaware and the federal taxpayer identification number is 56-2065610. 
 BJ Restaurant
Development, LLC is a limited liability company created or organized under the laws of the State of North Carolina and the federal taxpayer identification number is 04-3658554. 

  
 33 








 PART 3: Agreement to Deliver Documents 

For the purpose of Section 4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member agrees to deliver the following documents: 

 

	(a)	Tax forms, documents or certificates to be delivered are: 

  

					
	 Party required to deliver document
	  	 Form/Document/Certificate
	  	 Date by which to be delivered

			
	Each Party B Group Member	  	Internal Revenue Service Form W-9	  	Upon execution and delivery of this Agreement

  

	(b)	Other documents to be delivered are:- 

  

							
	 Party
required to
deliver
document
	  	 Form/Document/Certificate
	  	 Date by which to be delivered
	  	Covered by
Section 3(d)
Representation
				
	Party A	  	Annual Report of Bank of America Corporation containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the
country in which such party is organized	  	To be made available on www.bankofameric a.com/investor/ as soon as available and in any event within 90 days after the end of each fiscal year of Party A	  	Yes
				
	Each Party B Group Member	  	Annual Financial Statements and the other financial information provided to the lenders specified by and required under Section 6.01 of the Credit Agreement	  	As required under the Credit Agreement	  	Yes
				
	Party A	  	Quarterly Financial Statements of Bank of America Corporation containing unaudited, consolidated financial statements of such party’s fiscal quarter prepared in accordance with generally accepted accounting principles in the
country in which such party is organized	  	To be made available on www.bankofameric a.com/ investor/as soon as available and in any event within 45 days after the end of each fiscal quarter of Party A	  	Yes


  
 34 









							
	 Party
required to
deliver
document
	  	 Form/Document/Certificate
	  	 Date by which to be delivered
	  	Covered by
Section 3(d)
Representation
				
	Each Party B Group Member	  	Quarterly Financial Statements of Part B Group Member delivered to the lenders specified by and required under Section 6.01 of the Credit Agreement	  	As required under the Credit Agreement	  	Yes
				
	Party A and each Party B Group Member	  	Certified copies of all corporate, partnership or membership authorizations, as the case may be, and any other documents with respect to the execution, delivery and performance of this Agreement and any Credit Support Document	  	Upon execution and delivery of this Agreement	  	Yes
				
	Party A and each Party B Group Member	  	Certificate of authority and specimen signatures of individuals executing this Agreement and any Credit Support Document	  	Upon execution and delivery of this Agreement and thereafter upon request of the other party	  	Yes
				
	Each Party B Group Member	  	Credit Support Document	  	Upon execution and delivery of this Agreement	  	No
				
	Each Party B Group Member	  	Such other document as Party A may reasonable request from time to time	  	Upon request by Party A	  	Yes

 PART 4: Miscellaneous 
  

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


Address for notice or communications to Party A: 

Bank of America, N.A. 
 Sears
Tower 
 233 South Wacker Drive, Suite 2800 

Chicago, IL 60606 
 Attention:
Swap Operations 
 Telephone No.: 312-234-2732 

Facsimile No.: 866-255-1444 

  
 35 








 with a copy to: 

Bank of America, N.A. 
 One Bryant
Park, NY1-100-05-01 
 New York, New York 10036 

Attention: Client Integration Group 

Facsimile No.: 212.548.8622 

Address for financial statements to Party A: 

Bank of America, N.A. 
 100
Federal Street, MA5-100-09-06 
 Boston, MA 02110 

Attention: John H. Schmidt 

Telephone No.: 617.434.4044 

Facsimile No.: 312.453.2732 

Address for notice or communications to Party B: 

Bojangles’ Restaurants, Inc. 

9432 Southern Pine Blvd. 

Charlotte, NC 28273 
 Attention:
John Jordan, CFO 
 Telephone No.: 704.940.8602 

Facsimile No.: 704.523.6676 

Email Address: jjordan@bojangles.com 
  

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

 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) will apply to this Agreement. 

  

	(d)	Multibranch Party. For the purpose of Section 10(b) of this Agreement:- 


Party A is a Multibranch Party and may enter into a Transaction through its Charlotte, North Carolina, Chicago, Illinois, San Francisco,
California, New York, New York, Boston, Massachusetts or London, England Office or such other Office as may be agreed to by the parties in connection with a Transaction. 

Party B is not a Multibranch Party. 
  

	(e)	Calculation Agent. The Calculation Agent is Party A. 

  

	(f)	Credit Support Document. Details of any Credit Support Document:- 

 Each of the
following, as amended, extended, supplemented or otherwise modified in writing from time to time, is a “Credit Support Document”: 

In relation to Party B, each Credit Agreement and each and every guarantee entered into or which may be entered into pursuant to and in
connection with any Credit Agreement or hereunder and each and every collateral document entered into or which may be entered into pursuant to and in connection with any Credit Agreement or hereunder which provides a security interest in collateral
pledged to secure the obligations of Party 

  
 36 








 
B under any Credit Agreement or hereunder, including but not limited to (i) the Guaranty by the Subsidiary Guarantors and the other parties who becomes a party thereto, dated as of
June 30, 2009, in favor of Party A for itself and the other lenders party to the Credit Agreement, (ii) the Security Agreement by the Borrowers and the other parties who becomes a party thereto, dated as of June 30, 2009, in favor of
Party A for itself and the other lenders party to the Credit Agreement, (iii) the Securities Pledge Agreement by the Borrowers and the other parties who becomes a party thereto, dated as of June 30, 2009, in favor of Party A for itself and
the other lenders party to the Credit Agreement, and (iv) each Mortgage as defined in the Credit Agreement. 
 Party B agrees that the
security interests in collateral and guarantees granted to Party A under the foregoing Credit Support Documents shall secure and guarantee the obligations of Party B to Party A under this Agreement. 

 

	(g)	Credit Support Provider. 

 Credit Support Provider means in relation to Party A:
Not applicable. 
 Credit Support Provider means in relation to Party B: The Guarantors as defined in the Credit Agreement,
and each and every other grantor or guarantor who provides a guarantee or other credit support pursuant to and in connection with a Credit Support Document. 
  

	(h)	Governing Law. This Agreement and any and all controversies arising out of or in relation to this Agreement will be governed by and construed in accordance with the laws of the State of New York (without
reference to its conflict of laws doctrine). 

  

	(i)	Netting of Payments. Subparagraph (ii) of Section 2(c) shall not apply with respect to the following groups of Transactions, but only within such groups, and each such group shall itself be
treated separately for purposes of payment netting. 

  

	 	(a)	FX Transactions and Currency Option Transactions (each as defined in the 1998 FX and Currency Option Definitions, published by the International Swaps and Derivatives Association, Inc. (“ISDA”), Emerging
Markets Traders Association, and The Foreign Exchange Committee) (but excluding payments with respect to option premiums and cash settled options); 

  

	 	(b)	Like Commodities Transactions (as defined in the 2005 ISDA Commodity Definitions, published by ISDA) (but excluding payments with respect to option premiums). For purposes of clarity, gas transactions will net only with
other gas transactions; power transactions will net only with other power transactions; metals transactions will net only with other metal transactions, and so on; 


 

	 	(c)	Credit Derivatives Transactions (as defined in the 2003 ISDA Credit Derivatives Definitions, published by ISDA); and 

  

	 	(d)	Equity Swap Transactions, Option Transactions, Forward Transactions, Index Transactions, Share Transactions, Index Basket Transactions, Share Basket Transactions, Basket Option Transactions, Basket Forward Transactions
and Basket Swap Transactions (as defined in the 2002 ISDA Equity Derivatives Definitions, published by ISDA). 

  

	(j)	“Affiliate” will have the meaning specified in Section 14 of this Agreement. 


  
 37 









	(k)	Absence of Litigation. For the purpose of Section 3(c):- “Specified Entity” means in relation to Party A, none; 


“Specified Entity” means in relation to Party B, any Affiliate of Party B. 

 

	(1)	No Agency. The provisions of Section 3(g) will apply to this Agreement, other than as provided in this Agreement. 


 

	(m)	Additional Representation will apply. For the purpose of Section 3 of this Agreement, each of the following will constitute an Additional Representation:- 


Relationship Between Parties. Party A represents to Party B and each Party B Group Member represents to Party A, on the date on
which a Transaction is entered into, that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):- 

 

	 	(A)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon
its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that 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 will be deemed to be an assurance or guarantee as to the expected results of that Transaction. 

  

	 	(B)	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. 

  

	 	(C)	Status of Parties. The other party is not acting as a fiduciary for or an advisor to it in respect of that Transaction. 


 

	 	(D)	Eligible Contract Participant. It is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, 7 U.S.C. Section 1a(12). 


 

	(n)	Recording of Conversations. Each party to this Agreement acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Agreement whether by one or
other or both of the parties or their agents. 

 PART 5: Other Provisions 

 

	(a)	Delivery of Confirmations. For each Transaction entered into hereunder, Party A shall promptly send to the Party B Group Agent a Confirmation (which may be via facsimile transmission). Party B agrees to
respond to such Confirmation within two Local Business Days, either confirming agreement thereto or requesting a correction of any error(s) contained therein. Failure by Party A to send a Confirmation or of Party B to respond within such period
shall not affect the validity or enforceability of such Transaction. Absent manifest error, there shall be a presumption that the terms contained in such Confirmation are the terms of the Transaction. 


  
 38 









	(b)	Furnishing Specified Information. Section 4(a)(iii) is hereby amended by inserting “promptly upon the earlier of (1)” in lieu of the word “upon” at the beginning thereof and
inserting “or (2) such party learning that the form or document is required” before the word “any” on the first line thereof. 

  

	(c)	Waiver of Right to Trial by Jury. PARTY A AND EACH PARTY B GROUP MEMBER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

  

	(d)	Incorporation by Reference of Terms of Credit Agreement. The covenants, terms and provisions of, including all representations and warranties of Party B contained in the Credit Agreement, as in effect as
of the date of this Agreement, are hereby incorporated by reference in, and made part of, this Agreement to the same extent as if such covenants, terms, and provisions were set forth in full herein. Party B hereby agrees that, during the period
commencing with the date of this Agreement through and including such date on which all of Party B’s obligations under this Agreement are fully performed, Party B will (a) observe, perform, and fulfill each and every such covenant, term,
and provision applicable to Party B, as such covenants, terms, and provisions, may be amended from time to time after the date of this Agreement with the consent of Party A and (b) deliver to Party A at the address for notices to Party A
provided in Part 4 each notice, document, certificate or other writing as Party B is obligated to furnish to any other party to the Credit Agreement. In the event the Credit Agreement terminates or becomes no longer binding on Party B prior to the
termination of this Agreement, such covenants, terms, and provisions (other than those requiring payments in respect of amounts owed under the Credit Agreement) will remain in force and effect for purposes of this Agreement as though set forth in
full herein until the date on which all of Party B’s obligations under this Agreement are fully performed, and this Agreement is terminated. 

  

	(e)	Secured Hedge Agreement. Party B represents to Party A (which representation will be deemed to be repeated by Party B on each date on which a Transaction is entered into) that this Agreement is a Secured
Hedge Agreement as defined in the Credit Agreement. 

  

	(f)	2002 Master Agreement Protocol. Annexes 1 to 18 and Section 6 of the ISDA 2002 Master Agreement Protocol as published by the International Swaps and Derivatives Association, Inc. on July 15, 2003
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 Master Agreement. 


 

	(g)	Consent to Disclosure. 

  

	 	(i)	Each Party B Group Member consents to Party A effecting such disclosure as Party A may deem appropriate to enable Party A to transfer Party B’s records and information to process and execute Party B’s
instructions, or in pursuance of Party A’s or Party B’s commercial interest, to any of its Affiliates. For the avoidance of doubt, each Party B Group Member’s consent to disclosure includes the right on the part of Party A to allow
access to any intended recipient of Party B’s information, to the records of Party A by any means. 

  

	 	(ii)	 Each Party B Group Member further consents to Party A delivering this ISDA Master Agreement, any Credit Support Document and any Confirmations to one
or more third party financial institutions for the purposes of Party A entering into an agreement with such institution for the purposes of managing Party A’s risk to 



  
 39 









	 	
Party B in any of the obligations of Party B to Party A under this Agreement, provided however, that any such agreement will not result in the modification of Party A’s obligations under
this Agreement. 

  

	(h)	Prior Transactions. Unless otherwise agreed to by the parties, this Agreement shall govern all Transactions between the parties entered into prior to the date of this Agreement. 


 

	(i)	USA PATRIOT Act Notice.1 Party A hereby notifies Party B that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Party B, which information includes the name and address of
Party B and other information that will allow Party A to identify Party B in accordance with the Act. 

  

	(j)	References to Parties. Except as otherwise set forth in this Agreement, references to a “party” shall refer to Party A and each Party B Group Member individually, except that if the reference to
a “party” refers to that “party” taking any action or making any payment or delivery to or indemnifying the other “party”, such reference shall be read to require all Party B Group Members to perform such action or make
such payment or delivery or indemnity with respect to Party A only, and not with respect to the other Party B Group Members. The reference to a single agreement between the parties set forth in Section 1(c) of this Agreement refers to a single
agreement between Party A, on the one hand, and all the Party B Group Members as one Party B, on the other. The intent is to net obligations owing between Party A and Party B, not obligations among the Party B Group Members or between Party A and
any individual Party B Group Member. Each of the representations, agreements, Events of Default and Termination Events set forth in this Agreement made by or applicable to Party B shall be deemed to be made by or applicable to each Party B Group
Member individually. 

  

	(k)	Party B Group Agent. Each Party B Group Member hereby appoints the Party B Group Agent (the “Party B Group Agent”) to (i) act as agent for it to receive all payments or deliveries to be made
by Party A to Party B hereunder, (ii) to receive all notices, demands or communications to be sent by Party A to Party B hereunder and (iii) to execute on behalf of Party B all Confirmations entered into under this Agreement. The Party B
Group Agent will promptly transmit to each other Party B Group Member all payments and deliveries and all notices so received. Upon delivery by Party A of any payment or delivery or notice, demand or communication hereunder to the Party B Group
Agent on behalf of all Party B Group Members, Party A shall be relieved of all further responsibility with respect thereto. The Party B Group Agent may not be changed except by 10 days prior written notice, signed by all Party B Group Members,
delivered to Party A. Any actions taken by Party A prior to receiving notice of a change in the Party B Group Agent shall be binding on all Party B Group Members. The foregoing agency designation is made for the convenience of Party A.
Notwithstanding the foregoing agency designation for certain purposes, each Party B Group Member remains authorized to enter into any Transaction with Party A, to give instructions to Party A, and to negotiate the terms of this Agreement, including
the terms of the Schedule and any Confirmation, on behalf of all Party B Group Members; and all Party B Group Members shall be bound by the actions of any Party B Group Member. 


 

	(l)	Joint and Several Liability. Each Party B Group Member agrees that it shall be jointly and severally liable for the performance of all obligations of Party B and each other Party 


 

	1 	This provision is included as a means of compliance with the notice requirements contained in the regulations under the USA PATRIOT Act. 


  
 40 









	 	
B Group Member under this Agreement (including, without limitation, for the payment of all amounts due Party A hereunder). Each Party B Group Member further agrees as follows: 


 

	 	(i)	The obligations of each Party B Group Member hereunder are independent of the obligations of each other Party B Group Member, and a separate action or actions may be brought and prosecuted against any Party B Group
Member, whether action is brought against any other Party B Group Member or whether any Party B Group Member is joined in any such action. Each Party B Group Member waives the benefit of any statute of limitations affecting its liability hereunder
or the enforcement thereof. 

  

	 	(ii)	Each Party B Group Member authorizes Party A, without notice of demand and without affecting its liability hereunder, from time to time, to (A) renew, compromise, extend, terminate early or otherwise change the
time for payment of, or otherwise change the terms of this Agreement, including the payment terms, with the consent of any one Party B Group Member; (B) take and hold security for the payment of the obligations hereunder and exchange, enforce,
waive, release, fail to perfect, sell or otherwise dispose of any such security; (C) apply such security and direct the order or manner of sale thereof as Party A in its discretion may determine; and (D) release or substitute any Party B
Group Member. 

  

	 	(iii)	Each Party B Group Member waives any right to require Party A to (A) proceed against any other Party B Group Member; (B) proceed against or exhaust any security held for the obligations of Party B; or
(C) pursue any other remedy in Party A’s power whatsoever. Each Party B Group Member hereby waives any defense arising by reason of any disability or other defense of any other Party B Group Member, or the cessation of any cause whatsoever
of the liability of Party B, or any claim that the obligations of one Party B Group Member exceed or are more burdensome than those of another Party B Group Member. Until all obligations hereunder of Party B to Party A have been paid in full, no
Party B Group Member shall have any right of subrogation, and each Party B Group Member waives any right to enforce any remedy which Party B now has or may hereafter have against Party A, and waives any benefit of and any right to participate in any
security now or hereafter held by Party A. Each Party B Group Member waives all presentments, demands for performance, notices of non-performance, protests, notices of protests and notices of dishonor with respect to the obligations of each other
Party B Group Member hereunder. 

  

	 	(iv)	Each Party B Group Member acknowledges that it has the sole responsibility for obtaining from the other Party B Group Members such information concerning such other Party B Group Members’ financial conditions or
business operations as may be required by such Party B Group Member, and that Party A has no duty at any time to disclose to Party B any information relating to the business operations or financial conditions of any Party B Group Member.


  

	(m)	Safe Harbors. Each party to this Agreement acknowledges that: 

  

	 	(i)	 This Agreement, including any Credit Support Document, is a “master netting agreement” as defined in the U.S. Bankruptcy Code (the
“Code”), and a “netting contract” as defined in the netting provisions of the Federal Deposit Insurance 



  
 41 









	 	
Corporation Improvement Act of 1991 (“FDICIA”), and this Agreement, including any Credit Support Document, and each Transaction hereunder is of a type set forth in
Section 561(a)(l)-(5) of the Code; 

  

	 	(ii)	Party A is a “master netting agreement participant,” a “financial institution,” a “financial participant,” a “forward contract merchant” and a “swap participant” as
defined in the Code, and a “financial institution” as defined in the netting provisions of FDICIA; 

  

	 	(iii)	The remedies provided herein, and in any Credit Support Document, are the remedies referred to in Section 561(a), Sections 362(b)(6), (7), (17) and (27), and Section 362(o) of the Code, and in
Section 11(e)(8)(A) and (C) of the Federal Deposit Insurance Act; 

  

	 	(iv)	All transfers of cash, securities or other property under or in connection with this Agreement, any Credit Support Document or any Transaction hereunder are “margin payments,” “settlement payments”
and “transfers” under Sections 546(e), (f), (g) or (j), and under Section 548(d)(2) of the Code; and 

  

	 	(v)	Each obligation under this Agreement, any Credit Support Document or any Transaction hereunder is an obligation to make a “margin payment,” “settlement payment” and “payment” within the
meaning of Sections 362, 560 and 561 of the Code. 

 PART 6: Additional Terms for Foreign Exchange and Foreign Exchange
Option Transactions 
  

	(a)	Incorporation of Definitions. The 1998 FX and Currency Option Definitions (the “FX Definitions”), published by the International Swaps and Derivatives Association, Inc., the Emerging Markets
Traders Association and The Foreign Exchange Committee, are hereby incorporated by reference with respect to FX Transactions (as defined in the FX Definitions) and Currency Option Transactions (as defined in the FX Definitions). Terms defined in the
FX Definitions shall have the same meanings in this Part 6. 

  

	(b)	Scope. Unless otherwise agreed in writing by the parties, each FX Transaction and Currency Option Transaction entered into between the parties before, on or after the date of this Agreement shall be a
Transaction under this Agreement and shall be part of, subject to and governed by this Agreement. FX Transactions and Currency Option Transactions shall be part of, subject to and governed by this Agreement even if the Confirmation in respect
thereof does not state that such FX Transaction or Currency Option Transaction is subject to or governed by this Agreement or does not otherwise reference this Agreement. 


 

	(c)	Premium Netting. If, on any date, and unless otherwise mutually agreed by the parties, Premiums would otherwise be payable hereunder in the same Currency between the same respective offices of the parties,
then, on such date, each party’s obligation to make payment of such Premiums will be automatically satisfied and discharged and, if the aggregate Premiums that would otherwise have been payable by such office of one party exceeds the aggregate
Premiums that would otherwise have been payable by such office of the other party, replaced by an obligation upon the party by whom the larger aggregate Premiums would have been payable to pay the other party the excess of the larger aggregate
Premiums over the smaller aggregate Premiums, and if the aggregate Premiums are equal, no payment shall be made. 


  
 42 








 IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the
date hereof. 
  

									
	BANK OF AMERICA, N.A.	 		 	BOJANGLES’ RESTAURANTS, INC., as a Party B Group Member and as Party B Group Agent
			
	 /s/ Roger H. Heintzelman
	 		 	 /s/ M. John Jordan

	Name:	 	Roger H. Heintzelman	 		 	Name:	 	M. John Jordan
	Title:	 	Principal	 		 	Title:	 	Chief Financial Officer
				
		 		 		 	BHI EXCHANGE, INC.
		 		 		 	BOJANGLES’ HOLDINGS, INC.
				
		 		 		 	 /s/ M. John Jordan

		 		 		 	Name:	 	M. John Jordan
		 		 		 	Title:	 	Chief Financial Officer
				
		 		 		 	BJ GEORGIA, LLC
		 		 		 	BOJANGLES’ INTERNATIONAL, LLC
		 		 		 	BJ RESTAURANT DEVELOPMENT, LLC
				
		 		 		 	 /s/ M. John Jordan

		 		 		 	Name:	 	M. John Jordan
		 		 		 	Title:	 	Manager


  
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 APPENDIX A 

Bojangles’ Restaurants, Inc. 
 BHI Exchange, Inc. 

BJ Georgia, LLC 
 Bojangles’ International, LLC 

Bojangles’ Holdings, Inc. 
 BJ Restaurant Development, LLC


  
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