Exhibit 10.1


(Multicurrency—Cross
Border)


ISDAÒ


International Swap Dealers Association,
Inc.


MASTER AGREEMENT


dated as of......... ...................


between


.............and...................,
as Issuer


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


Accordingly, the parties agree as follows:—


1.Interpretation


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


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


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


2.Obligations


(a)General Conditions.


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


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


(iii)Each obligation of
each party under Section 2(a)(i) is subject to (1) the condition precedent
that no Event of Default or Potential Event of Default with respect to the other party has occurred
and is continuing, (2) the condition precedent that no Early Termination Date in respect of the



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relevant Transaction has occurred
or been effectively designated and (3) each other applicable
condition precedent specified in this Agreement.


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


(c)Netting. If
on any date amounts would otherwise be payable:—


(i)in the same currency;
and


(ii)in respect of the same
Transaction,


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


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


(d)Deduction or Withholding
for Tax.


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


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


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


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


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


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


(B)the failure of
a representation made by Y pursuant to Section 3(f) to be accurate and
true unless such failure would not have occurred but for (I) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the date on which a



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Transaction is entered
into (regardless of whether such action is taken or brought with
respect to a party to this Agreement) or (II) a Change in Tax Law.


(ii)Liability.
If:—


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


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


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


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


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


3.Representations


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


(a)Basic Representations.


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


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


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


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


(v)Obligations Binding.
Its obligations under this Agreement and any Credit Support Document
to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance
with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to



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equitable principles of general
application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).


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


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


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


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


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


4.Agreements


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


(a)Furnish Specified Information.
It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—


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


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


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


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


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


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


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



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


5.Events of Default and Termination Events


(a)Events of Default.
The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any of the following events constitutes
an event of default (an “Event of Default”) with respect to such party:—


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


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


(iii)Credit Support
Default.


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


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


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


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


(v)Default under
Specified Transaction. The party, any Credit Support Provider of such party or
any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after
giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations
under, or an early termination of, that Specified Transaction, (2) defaults,
after giving effect to any applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any payment on early termination
of, a Specified Transaction (or such default continues for at least three Local Business Days if there
is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity
appointed or empowered to operate it or act on its behalf);


(vi)Cross Default.
If “Cross Default” is specified in the Schedule
as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar condition or event (however





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


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


(1) is dissolved (other
than pursuant to a consolidation, amalgamation or merger); (2) becomes
insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay
its debts as they become due; (3) makes a general assignment, arrangement or composition
with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding
seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition instituted or
presented against it, such proceeding or petition (A) results in a judgment of insolvency or
bankruptcy or the entry of an order for relief or the making of an order for its winding-up or
liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days
of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(6) seeks or becomes subject to the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially all its assets or has
a distress, execution, attachment, sequestration or other legal process levied, enforced or sued
on or against all or substantially all its assets and such secured party maintains possession, or
any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which, under the applicable
laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1)
to (7) inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the foregoing acts; or


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


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


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


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







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Upon Merger if the event is specified
pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:—


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


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


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


(ii)Tax Event.
Due to (x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law,
the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on
the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to
be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under
Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));


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


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


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


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



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6.Early Termination


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


(b)Right to Terminate Following
Termination Event.


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


(ii)Transfer to Avoid
Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax
Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the
Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate
an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require
such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after
it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of
the Affected Transactions to another of its Offices or Affiliates so that such Termination Event
ceases to exist.


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


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


(iii)Two Affected Parties.
If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable
efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination
Event.


(iv)Right to Terminate.
If:—


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


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


either party in the case of an
Illegality, the Burdened Party in the case of a Tax Event Upon Merger,
any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more
than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event
Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not
more than 20 days notice to the other party and provided that the relevant Termination Event is then






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continuing, designate a day not earlier than the day such notice is effective as an Early Termination
Date in respect of all Affected Transactions.


(c)Effect of Designation.


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


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


(d)Calculations.


(i)Statement.
On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e)
and will provide to the other party a statement (1) showing, in reasonable detail, such calculations
(including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving
details of the relevant account to which any amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in determining a Market Quotation, the records of
the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.


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


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


(i)Events of Default.
If the Early Termination Date results from an Event of Default:—


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


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


(3)Second Method
and Market Quotation. If the Second Method and Market Quotation apply,
an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the







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Non-defaulting Party)
in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is
a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.


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


(ii)Termination Events.
If the Early Termination Date results from a Termination Event:—


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


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


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


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


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


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


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



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7.Transfer


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


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


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


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


8.Contractual Currency


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


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


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


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



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9.Miscellaneous


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


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


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


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


(e)Counterparts and Confirmations.


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


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


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


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


10.Offices; Multibranch Parties


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


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


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


11.Expenses


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






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


12.Notices


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


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


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


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


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


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


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


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


13.Governing Law and Jurisdiction


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


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


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


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


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


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







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


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


14.Definitions


As used in this Agreement:—


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


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


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


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


“Applicable Rate”
means:—


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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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


“Loss” means,
with respect to this Agreement or one or more Terminated Transactions, as the case may be, and
a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement
or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery
required to have been made (assuming satisfaction of each applicable condition precedent) on or before the
relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
6(c)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant
markets.


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







    	15



    	 



    

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


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


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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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


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


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


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


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


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







    	17



    	 



    

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


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


	
         

        ....................
        

(Name of Party)
	 	
         

        ..................
        

(Name of Party)

	 	 	 
	
        By: .......................................................................

        Name:
        

Title:
        

Date:
	 	
        By: .......................................................................

        Name:
        

Title:
        

Date:

	
        By: .......................................................................

        Name:
        

Title:
        

Date:
	 	
        By: .......................................................................

        Name:
        

Title:
        

Date:



 



    	18



    	 



    

SCHEDULE


TO THE


MASTER AGREEMENT


 


dated as of ________, 20__


 


between


 


[MERRILL LYNCH]


 


(“Party A”)


 


And


 


PPLUS TRUST SERIES ______


 


(“Party B” or the “Trust”),
a trust created pursuant to the Standard Terms for Trust Agreements,


dated as of _________, 20__ between Party B
and The Bank of New York Mellon (the “Trustee”), as amended and supplemented by the Series ____ Supplement dated as
of ________, 20__ (collectively, the “Trust Agreement”).


 


All references herein to the Transaction shall mean the Transaction
to be evidenced by the Confirmation of even date herewith. Capitalized terms used and not otherwise defined in this Agreement have
the meanings specified in the Trust Agreement.


 


Part 1.Termination Provisions.


 


(a)“Specified Entity” means, in relation
to Party A, for the purpose of: -


Section 5(a)(v), Not Applicable


Section 5(a)(vi), Not Applicable


Section 5(a)(vii), Not Applicable


Section 5(b)(iv), Not Applicable


and in relation to Party B, for the purpose of: -


Section 5(a)(v), Not Applicable


Section 5(a)(vi), Not Applicable


Section 5(a)(vii), Not Applicable


Section 5(b)(iv), Not Applicable


(b)“Specified Transaction” will have the
meaning specified in Section 14


of this Agreement.


(c)Events of Default. Notwithstanding Section 5(a) of
the Agreement, only


the following Events of Default shall apply to the
Transaction:



    	 



    	 



    

(i) Section 5(a)(i) (“Failure to Pay”),
as amended below, which shall apply to both parties.


(ii) Section 5(a)(vii) (“Bankruptcy”), which
shall apply to both parties.


No other Section 5(a) Events of Default shall apply
to either party.


Section 5(a)(i) (“Failure to Pay”) shall
be amended by replacing “third” where it occurs in the third line thereof with “fifth”.


	(d)		Termination Events. Section 5(b) shall be amended as follows:



(i) The “Credit Event Upon Merger” provisions
of Section 5(b)(iv) will not apply to Party A or to Party B.


		(e)	The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A or to Party B.



 


		(f)	Payments on Early Termination. For purposes of Section 6(e) of this Agreement (i) Market Quotation will apply, and (ii)
the Second Method will apply.



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



		(h)	“Additional Termination Event” means the occurrence of any of the following events:



			Any “Trust Wind-Up Event” under the Trust Agreement, other than (vii) of Section 10.01(a) of the Standard Terms
for Trust Agreements, shall constitute an Additional Termination Event. Party B shall be the sole Affected Party and all Transactions
shall be Affected Transactions.



			If a Trust Wind-Up Event has occurred and Party A has not designated an Early Termination Date in accordance with Section 6(b)
of the Master Agreement, as applicable, within three Business Days after receiving written notice from Party B, then Party B shall
be entitled to designate an Early Termination Date.



			Any event of default in the “Underlying Securities Indenture” (as defined in the Trust Agreement) other than an
“Underlying Security Default” (as defined in the Trust Agreement). Party B shall be the sole Affected Party and all
Transactions shall be Affected Transactions.



 



    	2



    	 



    

Part 2.Tax Representations.


		(a)	Payer Representation. For the purpose of Section 3(e) of this Agreement, Party A and Party B will each 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 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
made by it to the other party under this Agreement. In making this representation, it may rely on:-


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



		(ii)	the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement 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;



provided that it shall not be a breach of
this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section
4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.


(b)Payee Representations. Party A and Party B
make no Payee Tax Representations.


Part 3.Agreement to Deliver Documents.


 


For the purpose of Section 4(a)(i) and 4(a)(ii) of this Agreement,
Party A and Party B each agree to deliver the following documents to the other as applicable:-


 


		(a)	Tax forms, documents or certificates to be delivered are:
- See Part 5(a) below.



		(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  and Trust	
        Any form or document reasonably requested by
        the other party to permit payments without (or with minimal) withholding for or account of any Tax as specified in Section 4(a)(iii)
        of this Agreement

         
	As soon as practicable after request.	Yes



    	3



    	 



    

 


	 	
        specified in Section 4(a)(iii) of this Agreement

         
	 	 
	Party A and Trust	
        Certificate of Incumbency and Signing Authority of each person executing
        any document on its behalf in connection with this Agreement

         
	Upon execution of this Agreement.	Yes
	Party A	
        Duly executed copy of the Credit Support Document

         
	At or within 3 days of execution of this Agreement.	No
	Trust	Trust Agreement	Upon execution of this Agreement.	Yes


 


 


Part 4.Miscellaneous.


 


		(a)	Addresses for Notices. For the purpose of Party A:



 


Address:                  _____


Attention:                 _____


Facsimile
No.:          _____


Telephone No.:        _____


(with copy to)


Address:                 [Merrill Lynch & Co., Inc.]


[                                       ]


[                                       ]


New York, NY [                 ]


Attention: [                         ]


Facsimile No.: [                  ]


Telephone No.: [                 ]


Email: [                              ]



    	4



    	 



    

Additionally, a copy of all notices pursuant
of Sections 5, 6 and 7 as well any changes to Party B’s address, telephone number or
facsimile number should be sent to:


[                                       ]


[                                       ]


[                                       ]


Attention: [                         ]


Facsimile No.: [                  ]


[Telephone No.:
[                ]


Facsimile No.: [                  ]


Email: [                              ]


Address for notices or communications
to Party B:


Address:               The Bank of New York Mellon


[101 Barclay Street, 7W]


[New York, NY 10007]


Attention: [                                ]


[Telephone No.: [                       ]


Facsimile No.: [                          ]


Email: [                                      ]


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



Party A appoints as its Process Agent: Not Applicable


Party B appoints as its Process Agent: Not Applicable.


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



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



Party A is not a Multibranch Party.


Party B is not a Multibranch Party.


		(e)	Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in the Confirmation. The failure of
Party A to perform its obligations as Calculation Agent hereunder shall not be construed as an Event of Default or Termination
Event.



		(f)	Credit Support Document.



With respect to Party A: [None] [Guarantee of Merrill
Lynch & Co., Inc. (the “Guarantor”) in the form attached hereto as Exhibit A.]


With respect to Party B: None.


		(g)	Credit Support Provider.



With respect to Party A: [None.] [the Guarantor.]



    	5



    	 



    

With respect to Party B: None.


		(h)	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.



		(i)	Netting of Payments. Sub-paragraph (ii) of Section 2(c) of this Agreement will apply to all Transactions hereunder.



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



		Part 5.	Other Provisions.



		(a)	Indemnifiable Tax. If a Tax in respect of payments under this Agreement is required to be paid pursuant to Section 2(d),
neither Party A nor Party B will in any circumstances be required to pay additional amounts in respect of any Indemnifiable Tax
or be under any obligation to pay to the other any amount in respect of any liability of the other party for or on account of such
Tax and accordingly Section 2(d)(i)(4) and Section 2(d)(ii) of this Agreement shall not apply.



		(b)	Additional Representations. Section 3 of the Agreement is hereby amended by adding the following, which shall constitute
additional representations by Party B for all purposes of the Agreement, including, without limitation, Sections 3, 4, 5(a)(ii)
and 5(a)(iv):



			(i) Eligible Contract Participant. Party B is an “eligible contract participant” as such term is defined in Section
1a(18) of the Commodity Exchange Act, as amended (the “CEA”), by virtue of being a trust with total assets exceeding
$10,000,000.



			(ii) No Trading Facility. Neither this Agreement nor any Transaction has been executed or traded on a “trading facility,”
as such term is defined in the CEA.



			(iii) Transactions are Arm’s Length. Party B is entering into this Agreement and each Transaction in reliance upon its
own judgment and upon any tax, accounting, regulatory and financial advice as it has deemed necessary and not upon any view expressed
by the other party, and all trading decisions are and will be the result of arm’s length negotiations between the parties.



			(iv) Risks are Fully Understood. Party B is entering into this Agreement and each Transaction with full understanding of all
materials risks thereof, and it is capable (including having the financial wherewithal) of assuming and willing to assume those
risks and it has relied upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any
view expressed by the other party.



			[(v) Party B is exercising independent judgment in evaluating any recommendations of Party A with regard to each relevant swap
or trading strategy involving a swap hereunder.




    	6



    	 



    

			(vi) Party B acknowledges receipt from Party A of the material information and clearing disclosures required by 17 C.F.R. Sections
431 and 432.]



		(c)	Change of Account. Section 2(b) of this Agreement is hereby amended by the addition of the following after the word
“delivery” in the first line thereof:



“to another account in the same legal and tax
jurisdiction as the original account”


		(d)	Consent to Telephonic Recording. Each party hereto consents to the monitoring or recording, at any time and from time
to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice
of such monitoring or recording, agrees to notify its officers and employees of any such monitoring or recording, and agrees that
any such tape recordings may be submitted in evidence in any Proceedings relating to this Agreement and any Transaction hereunder.



		(e)	Replacement Swap Counterparty. “Replacement Swap Counterparty” means a counterparty (A)(i) as to which Party
A has agreed to transfer all of its rights and obligations under the Swap Agreement (including with respect to acting as Calculation
Agent hereunder) and (ii) that has agreed to assume all such rights and obligations (including with respect to acting as Calculation
Agent hereunder), and (B) at the time such Replacement Swap Counterparty is selected by Party A in accordance with the terms hereof,
either the Replacement Swap Counterparty or its guarantor must have an S&P rating no lower than the higher of the S&P rating
of the Party A or its guarantor under this Agreement at that time. In addition, any Replacement Swap Counterparty must be a person
who regularly offers to enter into, assume, offset, assign, or otherwise terminate positions in interest rate swaps with customers
in the ordinary course of a trade or business.



		(f)	Transfer/Assignment. Party A agrees that it will transfer its rights and obligations with respect to Transactions under
this Agreement only to a Replacement Swap Counterparty and will provide notice of any such transfer to Standard & Poor's Ratings
Services, a division of the McGraw Hill Companies (“S&P”), or any successor to the rating business thereto, within
five Business Days of such transfer. Any cost related to a transfer by Party A will be borne by Party A.



			Notwithstanding Section 7 of the ISDA Master Agreement, at any time, Party A may transfer all its rights and obligations (at
Party A’s expense) under all transactions under the Swap Agreement to any wholly-owned subsidiary of Merrill Lynch, provided
that such transfer will not cause the Swap Counterparty to become a Disqualified Swap Counterparty and such transfer is to a Replacement
Swap Counterparty.



		(g)	Depositor Optional Exchange. If the Depositor has exercised its right of Depositor Optional
Exchange (as defined in the Trust Agreement) in part, Party A consents to assign to the Depositor a portion of the Swap Agreement
proportionate to the portion of the Units being exchanged or, in lieu of such assignment, at the option of the Depositor, to agree
to a partial termination of the related Transaction. The parties agree that any such assignment or termination shall not constitute
an “amendment, modification,




    	7



    	 



    

waiver, or other change of the
Swap Agreement” for purposes of Section 5.23(a) of the Trust Agreement.


		(h)	Calculation of Significance Percentage. On or about the date that is 45 days prior to each
Distribution Date (as defined in the Trust Agreement), Party A will calculate its “significance percentage” as determined
in accordance with Item 1115 of Regulation AB under the Securities Act of 1933. Party A will promptly notify Party B (a “Reporting
Threshold Notice”) if the significance percentage of Party A is, or is reasonably expected to become, equal to or greater
than 10% and Party A would fall within the definition of Disqualified Swap Counterparty (as defined in the Trust Agreement). If
following such Reporting Threshold Notice, Party A would continue to fall within the definition of Disqualified Swap Counterparty,
Party A shall transfer, at its cost, all of its rights and obligations under all Transactions under this Agreement to a Replacement
Swap Counterparty (which may be an affiliate of Party A) that would not be a Disqualified Swap Counterparty, such transfer to be
effected prior to the next Distribution Date.



		(i)	Method of Notice. Section 12(a)(ii) of the Master
Agreement is deleted in its entirety.



		(i)	Trustee Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and
delivered by The Bank of New York Mellon as Trustee not individually or personally but solely as trustee of the Trust, in the exercise
of the powers and authority conferred and vested in the Trustee, (b) each representation, undertaking and agreement made herein
by the Trustee is made and intended not as a personal representation, undertaking and agreement on the part of the Trustee but
is made and intended for the purpose of binding only the Trust, (c) nothing herein contained herein shall be construed as creating
any liability on the Trustee, individually or personally, to perform any covenant either expressed or implied contained herein,
all such liability, if any, being expressly waived by Party A, and (d) under no circumstances shall the Trustee be personally liable
for the payment of any indebtedness or expenses of the Trust or be liable for the breach failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Agreement; provided, however, that clauses (c) and (d) above shall
in no way exculpate or otherwise relieve the Trustee from any liability resulting from the Trustee’s failure to perform the
Trustee’s duties as trustee under the Trust Agreement. This provision shall survive the termination of this Agreement.



		(j)	Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The parties hereto shall
endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision, the economic effect
of which comes as close as possible to that of the prohibited or unenforceable provision.



		(k)	Waiver of Jury Trial. Each party hereby irrevocably waives any and all right to trial by jury with respect to any legal
proceeding arising out of or relating to this Agreement or any Transaction contemplated hereunder.




    	8



    	 



    

		(l)	Limited Recourse. Party A agrees that the obligations of Party B hereunder to make payments to Party A shall be satisfied
solely out of the Trust Property.



		(m)	No Petition for Bankruptcy. Party A shall not, prior to one year and one day after the Trust has paid in full to the
Holders all amounts due in respect of the Trust Certificates, (i) commence or sustain an action against the Trust or cause or join
in any action against the Trust under any federal or state bankruptcy, insolvency or similar law, or (ii) appoint a receiver or
other similar official of the Trust, or (iii) make an assignment for the benefit of creditors, or (iv) order the winding up or
liquidation of the Trust; provided that the foregoing shall not prevent Party A from filing any proof of claim or taking any similar
action if any other parties initiate any of the foregoing actions.



		(n)	Set-Off. Set-Off shall not apply to any Transaction
under this Agreement.



		(o)	Amendments. Each of the parties agrees that it will not amend this Agreement unless Holders holding 100% of the Trust
Certificates consent to such amendment and each Rating Agency, if any, has been notified of such amendment.



		(p)	Jurisdiction. Section 13(b) of the Agreement is amended to read in its entirety as follows:



“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 submits to the jurisdiction of the courts of the United States District Court located in the Borough of Manhattan in
New York City, which submission shall be exclusive unless none of such courts has lawful jurisdiction over such Proceedings.”



    	9



    	 



    

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


[MERRILL LYNCH]


By: ____________________________


Name:


Title:Authorized Signatory


Date:


PPLUS TRUST SERIES ______


By: The Bank of New York Mellon,
as Trustee


By: ____________________________


Name:


Title:


Date: