(b) ***Change of Account.***Either party may change its account for receiving a payment or delivery bygiving notice to the other party at least five Local Business Days prior to the scheduleddate for the payment or delivery to which such change applies unless such other party givestimely notice of a reasonable objection to such change.(c) ***Netting.***If on any date amounts would otherwise be payable:3⁄4(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 suchamount will be automatically satisfied and discharged and, if the aggregate amount that wouldotherwise have been payable by one party exceeds the aggregate amount that would otherwise havebeen payable by the other party, replaced by an obligation upon the party by whom the largeraggregate amount would have been payable to pay to the other party the excess of the largeraggregate amount over the smaller aggregate amount.The parties may elect in respect of two or more Transactions that a net amount will bedetermined in respect of all amounts payable on the same date in the same currency in respect ofsuch Transactions, regardless of whether such amounts are payable in respect of the sameTransaction. The election may be made in the Schedule or a Confirmation by specifying thatsubparagraph (ii) above will not apply to the Transactions identified as being subject to theelection, together with the starting date (in which case subparagraph (ii) above will not, or willcease to, apply to such Transactions from such date). This election may be made separately fordifferent groups of Transactions and will apply separately to each pairing of Offices through whichthe 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 orwithholding for or on account of any Tax unless such deduction or withholding is required byany applicable law, as modified by the practice of any relevant governmental revenueauthority, then in effect. If a party is so required to deduct or withhold, then that party(“X”) will:3⁄4(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 additionalamount paid by X to Y under this Section 2(d)) promptly upon the earlier of determiningthat such deduction or withholding is required or receiving notice that such amount hasbeen assessed against Y;(3) promptly forward to Y an official receipt (or a certified copy), or otherdocumentation 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 Yis otherwise entitled under this Agreement, such additional amount as is necessary toensure that the net amount actually received by Y (free and clear of IndemnifiableTaxes, whether assessed against X or Y) will equal the full amount Y would have receivedhad no such deduction or withholding been required. However, X will not be required topay any additional amount to Y to the extent that it would not be required to be paidbut for:3⁄4(A) the failure by Y to comply with or perform any agreement contained in Section4(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 accurateand true unless such failure would not have occurred but for (I) any action taken bya taxing authority, or brought in a court of competent jurisdiction, on or after thedate on which a Transaction is entered into(regardless of whether such action is taken or brought with respect to a party tothis Agreement) or (II) a Change in Tax Law.
 
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(ii) ***Liability.***If:3⁄4(1) X is required by any applicable law, as modified by the practice of any relevantgovernmental revenue authority, to make any deduction or withholding in respect of whichX 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 fromsuch Tax, Y will promptly pay to X the amount of such liability (including any relatedliability for interest, but including any related liability for penalties only if Y hasfailed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or4(d)).(e) ***Default Interest; Other Amounts.***Prior to the occurrence or effective designation of an EarlyTermination Date in respect of the relevant Transaction, a party that defaults in the performanceof any payment obligation will, to the extent permitted by law and subject to Section 6(c), berequired to pay interest (before as well as after judgment) on the overdue amount to the otherparty 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 DefaultRate. Such interest will be calculated on the basis of daily compounding and the actual number ofdays elapsed. If, prior to the occurrence or effective designation of an Early Termination Date inrespect of the relevant Transaction, a party defaults in the performance of any obligation requiredto be settled by delivery, it will compensate the other party on demand if and to the extentprovided 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 byeach party on each date on which a Transaction is entered into and, in the case of therepresentations in Section 3(f), at all times until the termination of this Agreement) that:3⁄4(a) ***Basic Representations.***(i) ***Status.***It is duly organized and validly existing under the laws of the jurisdiction ofits organization or incorporation and, if relevant under such laws, in good standing;(ii) ***Powers.***It has the power to execute this Agreement and any other documentationrelating to this Agreement to which it is a party, to deliver this Agreement and any otherdocumentation relating to this Agreement that it is required by this Agreement to deliverand to perform its obligations under this Agreement and any obligations it has under anyCredit Support Document to which it is a party and has taken all necessary action toauthorize such execution, delivery and performance;(iii) ***No Violation or Conflict.***Such execution, delivery and performance do not violate orconflict with any law applicable to it, any provision of its constitutional documents, anyorder or judgment of any court or other agency of government applicable to it or any of itsassets 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 obtainedby it with respect to this Agreement or any Credit Support Document to which it is a partyhave been obtained and are in full force and effect and all conditions of any such consentshave been complied with; and(v) ***Obligations Binding.***Its obligations under this Agreement and any Credit SupportDocument to which it is a party constitute its legal, valid and binding obligations,enforceable in accordance with their respective terms (subject to applicable bankruptcy,reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generallyand subject, as to enforceability, to equitable principles of general application(regardless of whether enforcement is sought in a proceeding in equity or at law)).
 
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(b) ***Absence of Certain Events.***No Event of Default or Potential Event of Default or, to itsknowledge, Termination Event with respect to it has occurred and is continuing and no such event orcircumstance would occur as a result of its entering into or performing its obligations under thisAgreement 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 anyof 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 itis a party or its ability to perform its obligations under this Agreement or such Credit SupportDocument.(d) ***Accuracy of Specified Information.*** All applicable information that is furnished in writing byor on behalf of it to the other party and is identified for the purpose of this Section 3(d) in theSchedule is, as of the date of the information, true, accurate and complete in every materialrespect.(e) ***Payer Tax Representation.***Each representation specified in the Schedule as being made by itfor 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 itfor 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 underthis Agreement or under any Credit Support Document to which it is a party:3⁄4(a) ***Furnish Specified Information.***It will deliver to the other party or, in certain cases undersubparagraph (iii) below, to such government or taxing authority as the other party reasonablydirects:3⁄4(i) any forms, documents or certificates relating to taxation specified in the Schedule orany 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 requiredor reasonably requested in writing in order to allow such other party or its Credit SupportProvider to make a payment under this Agreement or any applicable Credit Support Documentwithout any deduction or withholding for or on account of any Tax or with such deduction orwithholding at a reduced rate (so long as the completion, execution or submission of suchform or document would not materially prejudice the legal or commercial position of theparty in receipt of such demand), with any such form or document to be accurate andcompleted in a manner reasonably satisfactory to such other party and to be executed and tobe 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 Authorizations.***It will use all reasonable efforts to maintain in full force andeffect all consents of any governmental or other authority that are required to be obtained by itwith respect to this Agreement or any Credit Support Document to which it is a party and will useall 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 ordersto which it may be subject if failure so to comply would materially impair its ability toperform its obligations under this Agreement or any Credit Support Document to which it is a party.
 
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(d) ***Tax Agreement.***It will give notice of any failure of a representation made by it under Section3(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 uponit or in respect of its execution or performance of this Agreement by a jurisdiction in which it isincorporated, organized, managed and controlled, or considered to have its seat, or in which abranch or office through which it is acting for the purpose of this Agreement is located (“StampTax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed uponthe other party or in respect of the other party’s execution or performance of this Agreement byany such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to theother 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, anyCredit Support Provider of such party or any Specified Entity of such party of any of the followingevents 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 underthis Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if suchfailure is not remedied on or before the third Local Business Day after notice of suchfailure is given to the party;(ii) ***Breach of Agreement.***Failure by the party to comply with or perform any agreement orobligation (other than an obligation to make any payment under this Agreement or deliveryunder Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement orobligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by theparty in accordance with this Agreement if such failure is not remedied on or before thethirtieth 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 orperform any agreement or obligation to be complied with or performed by it in accordancewith any Credit Support Document if such failure is continuing after any applicablegrace period has elapsed;(2) the expiration or termination of such Credit Support Document or the failing orceasing of such Credit Support Document to be in full force and effect for the purposeof this Agreement (in either case other than in accordance with its terms) prior to thesatisfaction of all obligations of such party under each Transaction to which suchCredit Support Document relates without the written consent of the other party; or(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates orrejects, in whole or in part, or challenges the validity of, such Credit SupportDocument;(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 CreditSupport Provider of such party in this Agreement or any Credit Support Document proves tohave been incorrect or misleading in any material respect when made or repeated or deemed tohave been made or repeated;(v) ***Default under Specified Transaction.***The party, any Credit Support Provider of suchparty or any applicable Specified Entity of such party (1) defaults under a SpecifiedTransaction 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 terminationof, that Specified Transaction, (2) defaults, after giving effect to any applicable noticerequirement 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, aSpecified Transaction (or such default continues for at least three Local Business Days ifthere 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 takenby 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 theparty, the occurrence or existence of (1) a default, event of default or other similarcondition or event (however described) in respect of such party, any Credit Support Providerof such party or any applicable Specified Entity of such party under one or more agreementsor instruments relating to Specified Indebtedness of any of them (individually orcollectively) in an aggregate amount of not less than the applicable Threshold Amount (asspecified in the Schedule) which has resulted in such Specified Indebtedness becoming, orbecoming capable at such time of being declared, due and payable under such agreements orinstruments, before it would otherwise have been due and payable or (2) a default by suchparty, 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 lessthan the applicable Threshold Amount under such agreements or instruments (after givingeffect to any applicable notice requirement or grace period);(vii) ***Bankruptcy.***The party, any Credit Support Provider of such party or any applicableSpecified 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 itsinability 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 orhas instituted against it a proceeding seeking a judgment of insolvency or bankruptcy orany other relief under any bankruptcy or insolvency law or other similar law affectingcreditors’ rights, or a petition is presented for its winding-up or liquidation, and, inthe case of any such proceeding or petition instituted or presented against it, suchproceeding or petition (A) results in a judgment of insolvency or bankruptcy or theentry of an order for relief or the making of an order for its winding-up or liquidationor (B) is not dismissed, discharged, stayed or restrained in each case within 30 days ofthe institution or presentation thereof; (5) has a resolution passed for its winding-up,official management or liquidation (other than pursuant to a consolidation, amalgamationor merger); (6) seeks or becomes subject to the appointment of an administrator,provisional liquidator, conservator, receiver, trustee, custodian or other similarofficial for it or for all or substantially all its assets; (7) has a secured party takepossession of all or substantially all its assets or has a distress, execution,attachment, sequestration or other legal process levied, enforced or sued on or againstall or substantially all its assets and such secured party maintains possession, or anysuch process is not dismissed, discharged, stayed or restrained, in each case within 30days thereafter; (8) causes or is subject to any event with respect to it which, underthe applicable laws of any jurisdiction, has an analogous effect to any of the eventsspecified 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 foregoingacts; or(viii) ***Merger Without Assumption.***The party or any Credit Support Provider of such partyconsolidates or amalgamates with, or merges with or into, or transfers all or substantiallyall 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 ofsuch party or such Credit Support Provider under this Agreement or any Credit SupportDocument to which it or its predecessor was a party by operation of law or pursuant toan 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 ofthe other party) to the performance by such resulting, surviving or transferee entity ofits obligations under this Agreement.
 
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(b) ***Termination Events.***The occurrence at any time with respect to a party or, if applicable, anyCredit Support Provider of such party or any Specified Entity of such party of any event specifiedbelow constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event isspecified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, andif specified to be applicable, a Credit EventUpon Merger if the event is specified pursuant to (iv) below or an Additional TerminationEvent 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 dateon which a Transaction is entered into, or due to the promulgation of, or any change in, theinterpretation by any court, tribunal or regulatory authority with competent jurisdiction ofany applicable law after such date, it becomes unlawful (other than as a result of a breachby 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 toreceive a payment or delivery in respect of such Transaction or to comply with any othermaterial provision of this Agreement relating to such Transaction; or(2) to perform, or for any Credit Support Provider of such party to perform, anycontingent or other obligation which the party (or such Credit Support Provider) hasunder 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 ofcompetent 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 thisAgreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, orthere is a substantial likelihood that it will, on the next succeeding Scheduled PaymentDate (1) be required to pay to the other party an additional amount in respect of anIndemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section2(e), 6(d)(ii) or 6 (e)) or (2) receive a payment from which an amount is required to bededucted or withheld for or on account of a Tax (except in respect of interest under Section2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of suchTax 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 succeedingScheduled Payment Date will either (1) be required to pay an additional amount in respect ofan Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted orwithheld for or on account of any Indemnifiable Tax in respect of which the other party isnot 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 mergingwith or into, or transferring all or substantially all its assets to, another entity (whichwill be the Affected Party) where such action does not constitute an event described inSection 5(a)(viii);(iv) ***Credit Event Upon Merger.***If “Credit Event Upon Merger” is specified in the Scheduleas applying to the party, such party (“X”), any Credit Support Provider of X or anyapplicable 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 notconstitute an event described in Section 5(a)(viii) but the creditworthiness of theresulting, surviving or transferee entity is materially weaker than that of X, such CreditSupport Provider or such Specified Entity, as the case may be, immediately prior to suchaction (and, in such event, X or its successor or transferee, as appropriate, will be theAffected Party); or(v) ***Additional Termination Event.***If any “Additional Termination Event” is specified in theSchedule 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 TerminationEvent in the Schedule or such Confirmation).(c) ***Event of Default and Illegality.***If an event or circumstance which would otherwise constituteor give rise to an Event of Default also constitutes an Illegality, it will be treated as anIllegality 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 respectto 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 therelevant Event of Default, designate a day not earlier than the day such notice is effective as anEarly Termination Date in respect of all outstanding Transactions. If, however, “Automatic EarlyTermination” is specified in the Schedule as applying to a party, then an Early Termination Date inrespect of all outstanding Transactions will occur immediately upon the occurrence with respect tosuch party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to theextent analogous thereto, (8), and as of the time immediately preceding the institution of therelevant proceeding or the presentation of the relevant petition upon the occurrence with respectto such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogousthereto, (8).(b) ***Right to Terminate Following Termination Event.***(i) ***Notice.***If a Termination Event occurs, an Affected Party will, promptly upon becomingaware of it, notify the other party, specifying the nature of that Termination Event andeach Affected Transaction and will also give such other information about that TerminationEvent 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 Mergeroccurs and the Burdened Party is the Affected Party, the Affected Party will, as a conditionto its right to designate an Early Termination Date under Section 6(b)(iv), use allreasonable 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 Transactionsto 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 otherparty to that effect within such 20 day period, whereupon the other party may effect such atransfer 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 conditionalupon the prior written consent of the other party, which consent will not be withheld ifsuch other party’s policies in effect at such time would permit it to enter intotransactions with the transferee on the terms proposed.(iii) ***Two Affected Parties.***If an Illegality under Section 5(b)(i)(1) or a Tax Event occursand there are two Affected Parties, each party will use all reasonable efforts to reachagreement within 30 days after notice thereof is given under Section 6(b)(i) on action toavoid 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 thecase may be, has not been effected with respect to all Affected Transactions within 30days 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 AdditionalTermination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party isnot the Affected Party,either party in the case of an Illegality, the Burdened Party in the case of a Tax EventUpon Merger, any Affected Party in the case of a Tax Event or an Additional TerminationEvent if there is more than one Affected Party, or the party which is not the Affected Partyin the case of a Credit Event Upon Merger or an Additional Termination Event if there isonly one Affected Party may, by not more than 20 days notice to the other partyand provided that the relevant Termination Event is then continuing, designate a day notearlier than the day such notice is effective as an Early Termination Date in respect of allAffected Transactions.
 
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(c) ***Effect of Designation.***(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), theEarly Termination Date will occur on the date so designated, whether or not the relevantEvent of Default or Termination Event is then continuing.(ii) Upon the occurrence or effective designation of an Early Termination Date, no furtherpayments or deliveries under Section 2(a)(i) or 2(e) in respect of the TerminatedTransactions will be required to be made, but without prejudice to the other provisions ofthis Agreement. The amount, if any, payable in respect of an Early Termination Date shallbe determined pursuant to Section 6(e).(d) ***Calculations.***(i) ***Statement.***On or as soon as reasonably practicable following the occurrence of an EarlyTermination Date, each party will make the calculations on its part, if any, contemplated bySection 6(e) and will provide to the other party a statement (1) showing, in reasonabledetail, such calculations (including all relevant quotations and specifying any amountpayable under Section 6(e)) and (2) giving details of the relevant account to which anyamount payable to it is to be paid. In the absence of written confirmation from the sourceof a quotation obtained in determining a Market Quotation, the records of the partyobtaining such quotation will be conclusive evidence of the existence and accuracy of suchquotation.(ii) ***Payment Date.***An amount calculated as being due in respect of any Early TerminationDate under Section 6(e) will be payable on the day that notice of the amount payable iseffective (in the case of an Early Termination Date which is designated or occurs as aresult of an Event of Default) and on the day which is two Local Business Days after the dayon which notice of the amount payable is effective (in the case of an Early Termination Datewhich is designated as a result of a Termination Event). Such amount will be paid togetherwith (to the extent permitted under applicable law) interest thereon (before as well asafter judgment) in the Termination Currency, from (and including) the relevant EarlyTermination 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 ofdays elapsed.(e) ***Payments on Early Termination.***If an Early Termination Date occurs, the following provisionsshall apply based on the parties’ election in the Schedule of a payment measure, either “MarketQuotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. Ifthe parties fail to designate a payment measure or payment method in the Schedule, it will bedeemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. Theamount, if any, payable in respect of an Early Termination Date and determined pursuant to thisSection 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 positivenumber, 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 theUnpaid Amounts owing to the Non-defaulting Party over (B) the Termination CurrencyEquivalent of the Unpaid Amounts owing to the Defaulting Party.(2) ***First Method and Loss.***If the First Method and Loss apply, the Defaulting Partywill pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’sLoss in respect of this Agreement.
 
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(3) ***Second Method and Market Quotation.***If the Second Method and Market Quotationapply, an amount will be payable equal to (A) the sum of the Settlement Amount(determined by the Non-defaulting Party) in respect of the TerminatedTransactions and the Termination Currency Equivalent of the Unpaid Amounts owing to theNon-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amountsowing to the Defaulting Party. If that amount is a positive number, the DefaultingParty will pay it to the Non-defaulting Party; if it is a negative number, theNon-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 bepayable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If thatamount is a positive number, the Defaulting Party will pay it to the Non-defaultingParty; if it is a negative number, the Non-defaulting Party will pay the absolute valueof 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 bedetermined in accordance with Section 6(e)(i)(3), if Market Quotation applies, orSection 6(e)(i)(4), if Loss applies, except that, in either case, references to theDefaulting Party and to the Non-defaulting Party will be deemed to be references to theAffected Party and the party which is not the Affected Party, respectively, and if Lossapplies and fewer than all Transactions are being terminated, Loss shall be calculatedin 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 inrespect 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 partywith the higher Settlement Amount (“X”) and the Settlement Amount of the party withthe lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of theUnpaid Amounts owing to X less (II) the Termination Currency Equivalent of the UnpaidAmounts 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 allTerminated Transactions) and an amount will be payable equal to one-half of thedifference between the Loss of the party with the higher Loss (“X”) and the Loss ofthe party with the lower Loss (“Y”).If the amount payable is a positive number, Y will pay it to X; if it is a negativenumber, X will pay the absolute value of that amount to Y.(iii) ***Adjustment for Bankruptcy.***In circumstances where an Early Termination Date occursbecause “Automatic Early Termination” applies in respect of a party, the amount determinedunder this Section 6(e) will be subject to such adjustments as are appropriate and permittedby law to reflect any payments or deliveries made by one party to the other under thisAgreement (and retained by such other party) during the period from the relevant EarlyTermination 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 recoverableunder this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amountis payable for the loss of bargain and the loss of protection against future risks andexcept as otherwise provided in this Agreement neither party will be entitled to recover anyadditional 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 thisAgreement may be transferred (whether by way of security or otherwise) by either party without theprior written consent of the other party, except that:—(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamationwith, 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 itfrom 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 therelevant currency specified in this Agreement for that payment (the “Contractual Currency”). Tothe extent permitted by applicable law, any obligation to make payments under this Agreement in theContractual Currency will not be discharged or satisfied by any tender in any currency other thanthe Contractual Currency, except to the extent such tender results in the actual receipt by theparty to which payment is owed, acting in a reasonable manner and in good faith in converting thecurrency so tendered into the Contractual Currency, of the full amount in the Contractual Currencyof all amounts payable in respect of this Agreement. If for any reason the amount in theContractual Currency so received falls short of the amount in the Contractual Currency payable inrespect of this Agreement, the party required to make the payment will, to the extent permitted byapplicable law, immediately pay such additional amount in the Contractual Currency as may benecessary to compensate for the shortfall. If for any reason the amount in the ContractualCurrency so received exceeds the amount in the Contractual Currency payable in respect of thisAgreement, 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 acurrency other than the Contractual Currency is rendered (i) for the payment of any amount owing inrespect of this Agreement, (ii) for the payment of any amount relating to any early termination inrespect of this Agreement or (iii) in respect of a judgment or order of another court for thepayment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery infull 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 theContractual Currency received by such party as a consequence of sums paid in such other currencyand will refund promptly to the other party any excess of the Contractual Currency received by suchparty as a consequence of sums paid in such other currency if such shortfall or such excess arisesor results from any variation between the rate of exchange at which the Contractual Currency isconverted into the currency of the judgment or order for the purposes of such judgment or order andthe rate of exchange at which such party is able, acting in a reasonable manner and in good faithin converting the currency received into the Contractual Currency, to purchase the ContractualCurrency 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 exchangepayable in connection with the purchase of or conversion into the Contractual Currency.(c) ***Separate Indemnities.***To the extent permitted by applicable law, these indemnities constituteseparate and independent obligations from the other obligations in this Agreement, will beenforceable as separate and independent causes of action, will apply notwithstanding any indulgencegranted by the party to which any payment is owed and will not be affected by judgment beingobtained 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 todemonstrate 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 theparties with respect to its subject matter and supersedes all oral communication and prior writingswith respect thereto.(b) ***Amendments.***No amendment, modification or waiver in respect of this Agreement will beeffective unless in writing (including a writing evidenced by a facsimile transmission) andexecuted by each of the parties or confirmed by an exchange of telexes or electronic messages on anelectronic messaging system.
 
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(c) ***Survival of Obligations.***Without prejudice to Section 2(a)(iii) and 6(c)(ii), the obligationsof 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 andprivileges 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 beexecuted and delivered in counterparts (including by facsimile transmission), each of whichwill be deemed an original.(ii) The parties intend that they are legally bound by the terms of each Transaction fromthe moment they agree to those terms (whether orally or otherwise). A Confirmation shall beentered 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 anexchange of electronic messages on an electronic messaging system, which in each case willbe sufficient for all purposes to evidence a binding supplement to this Agreement. Theparties 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 respectof this Agreement will not be presumed to operate as a waiver, and a single or partial exercise ofany 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 arenot 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 aTransaction through an Office other than its head or home office represents to the other partythat, notwithstanding the place of booking office or jurisdiction of incorporation or organizationof such party, the obligations of such party are the same as if it had entered into the Transactionthrough its head or home office. This representation will be deemed to be repeated by such partyon each date on which a Transaction is entered into.(b) Neither party may change the Office through which it makes and receives payments or deliveriesfor 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 makeand 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 aTransaction 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 allreasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other partyby reason of the enforcement and protection of its rights under this Agreement or any CreditSupport Document to which the Defaulting Party is a party or by reason of the early termination ofany Transaction, including, but not limited to, costs of collection.
 
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**12. Notices**(a) ***Effectiveness.***Any notice or other communication in respect of this Agreement may be given inany manner set forth below (except that a notice or other communication under Section 5 or 6 maynot be given by facsimile transmission or electronic messaging system) tothe address or number or in accordance with the electronic messaging system details provided (seethe 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 aresponsible employee of the recipient in legible form (it being agreed that the burden ofproving receipt will be on the sender and will not be met by a transmission report generatedby the sender’s facsimile machine);(iv)if sent by certified or registered mail (airmail, if overseas) or the equivalent (returnreceipt 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 aLocal 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 bedeemed 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 orfacsimile number or electronic messaging system details at which notices or other communicationsare 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 lawspecified 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 begoverned by English law, or to the non-exclusive jurisdiction of the courts of the State ofNew York and the United States District Court located in the Borough of Manhattan in NewYork City, if this Agreement is expressed to be governed by the laws of the State of NewYork; and(ii) waives any objection which it may have at any time to the laying of venue of anyProceedings brought in any such court, waives any claim that such Proceedings have beenbrought in an inconvenient forum and further waives the right to object, with respect tosuch Proceedings, that such court does not have any jurisdiction over such party.Nothing in this Agreement precludes either party from bringing Proceedings in any otherjurisdiction (outside, if this Agreement is expressed to be governed by English law, theContracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 orany modification, extension or re-enactment thereof for the time being in force) nor will thebringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings inany other jurisdiction.(c) ***Service of Process.***Each party irrevocably appoints the Process Agent (if any) specifiedopposite its name in the Schedule to receive, for it and on its behalf, service of process in anyProceedings. If for any reason any party’s Process Agent is unable to act as such; such party willpromptly notify the other party and within 30 days appoint a substitute process agent acceptable tothe other party. The parties irrevocably consent to service of process given in the mannerprovided for notices in Section 12. Nothing in this Agreement will affect the right of eitherparty to serve process in any other manner permitted by law.(d) ***Waiver of Immunities.***Each party irrevocably waives, to the fullest extent permitted byapplicable law, with respect to itself and its revenues and assets (irrespective of their use orintended 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 performanceor 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 otherwisebe entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to theextent 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 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 anIllegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of suchTermination 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 personor 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 entityor person.***“Applicable Rate”***means:—(a) in respect of obligations payable or deliverable (or which would have been but for Section2(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 afterthe date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, theDefault Rate;(c) in respect of all other obligations payable or deliverable (or which would have been but forSection 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 changein or amendment to, any law (or in the application or official interpretation of any law) thatoccurs on or after the date on which the relevant Transaction is entered into.***“consent”***includes a consent, approval, action, authorization, 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 thisAgreement.***“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 actualcost) to the relevant payee (as certified by it) if it were to fund or of funding the relevantamount plus 1% per annum.***“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).
 
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***“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 apayment under this Agreement but for a present or former connection between the jurisdiction of thegovernment or taxation authority imposing such Tax and the recipient of such payment or a personrelated to such recipient (including, without limitation, a connection arising from such recipientor related person being or having been a citizen or resident of such jurisdiction, or being orhaving been organized, present or engaged in a trade or business in such jurisdiction, or having orhaving had a permanent establishment or fixed place of business in such jurisdiction, but excludinga connection arising solely from such recipient or relatedperson having executed, delivered, performed its obligations or received a payment under, orenforced, this Agreement or a Credit Support Document).***“law”***includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by thepractice of any relevant governmental revenue authority) and ***“lawful”***and ***“unlawful”***will beconstrued accordingly.***“Local Business Day”***means, subject to the Schedule, a day on which commercial banks are open forbusiness (including dealings in foreign exchange and foreign currency deposits) (a) in relation toany obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, ifnot so specified, as otherwise agreed by the parties in writing or determined pursuant toprovisions contained, or incorporated by reference, in this Agreement, (b) in relation to any otherpayment, in the place where the relevant account is located and, if different, in the principalfinancial centre, if any, of the currency of such payment, (c) in relation to any notice or othercommunication, including notice contemplated under Section 5(a)(i), in the city specified in theaddress for notice provided by the recipient and, in the case of a notice contemplated by Section2(b), in the place where the relevant new account is to be located and (d) in relation to Section5(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 casemay be, and a party, the Termination Currency Equivalent of an amount that party reasonablydetermines in good faith to be its total losses and costs (or gain, in which case expressed as anegative number) in connection with this Agreement or that Terminated Transaction or group ofTerminated Transactions, as the case may be, including any loss of bargain, cost of funding or, atthe election of such party but without duplication, loss or cost incurred as a result of itsterminating, liquidating, obtaining or reestablishing any hedge or related trading position (or anygain resulting from any of them). Loss includes losses and costs (or gains) in respect of anypayment or delivery required to have been made (assuming satisfaction of each applicable conditionprecedent) on or before the relevant Early Termination Date and not made, except, so as to avoidduplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include aparty’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determineits Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, asof the earliest date thereafter as is reasonably practicable. A party may (but need not) determineits Loss by reference to quotations of relevant rates or prices from one or more leading dealers inthe relevant markets.***“Market Quotation”***means, with respect to one or more Terminated Transactions and a party makingthe 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 anegative number) or by such party (expressed as a positive number) in consideration of an agreementbetween such party (taking into account any existing Credit Support Document with respect to theobligations 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 economicequivalent of any payment or delivery (whether the underlying obligation was absolute orcontingent and assuming the satisfaction of each applicable condition precedent) by the partiesunder Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactionsthat would, but for the occurrence of the relevant Early Termination Date, have been required afterthat date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group ofTerminated Transactions are to be excluded but, without limitation, any
 
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 payment or delivery thatwould, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicablecondition precedent) after that Early Termination Date is to be included. The ReplacementTransaction would be subject to such documentation as such party and the Reference Market-makermay, in good faith, agree. The party making the determination (or its agent) will request eachReference Market-maker to provide its quotation to the extent reasonably practicable as of the sameday and time (without regard to different time zones) on or as soon as reasonably practicable afterthe relevant Early Termination Date. The day and time as of which those quotations are to beobtained will be selected in good faith by the party obliged to make a determination under Section6(e), and, if each party is so obliged, after consultation with the other. If more than threequotations 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 suchquotations are provided, the Market Quotation will be the quotation remaining after disregardingthe highest and lowest quotations. For this purpose, if more than one quotation has the samehighest value or lowest value, then one of such quotations shall be disregarded. If fewer thanthree quotations are provided, it will be deemed that the Market Quotation in respect of suchTerminated 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 anyactual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevantamount.***“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 timeor both, would constitute an Event of Default.***“Reference Market-makers”***means four leading dealers in the relevant market selected by the partydetermining a Market Quotation in good faith (a) from among dealers of the highest credit standingwhich satisfy all the criteria that such party applies generally at the time in deciding whether tooffer or to make an extension of credit and (b) to the extent practicable, from among such dealershaving an office in the same city.***“Relevant Jurisdiction”***means, with respect to a party, the jurisdictions (a) in which the party isincorporated, organized, managed and controlled or considered to have its seat, (b) where an Officethrough which the party is acting for purposes of this Agreement is located, (c) in which the partyexecutes this Agreement and (d) in relation to any payment, from or through which such payment ismade.***“Scheduled Payment Date”***means a date on which a payment or delivery is to be made under Section2(a)(i) with respect to a Transaction.***“Set-off”***means set-off, offset, combination of accounts, right of retention or withholding orsimilar 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 isexercised 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) foreach Terminated Transaction or group of Terminated Transactions for which a Market Quotation isdetermined; 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 Quotationcannot 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 agreementwith 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) andthe other party to this Agreement (or any Credit Support Provider of such other party or anyapplicable 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 orequity index option, bond option, interest rate option, foreign exchange transaction, captransaction, floor transaction, collar transaction, currency swap transaction, cross-currency rateswap transaction, currency option or any other similar transaction (including any option withrespect to any of these transactions), (b) any combination of these transactions and (c) any othertransaction 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 othertaxing 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 aTermination Event, all Affected Transactions and (b) if resulting from an Event of Default, allTransactions (in either case) in effect immediately before the effectiveness of the noticedesignating that Early Termination Date (or, if “Automatic Early Termination” applies, immediatelybefore 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 TerminationCurrency, such Termination Currency amount and, in respect of any amount denominated in a currencyother than the Termination Currency (the “Other Currency”), the amount in the Termination Currencydetermined by the party making the relevant determination as being required to purchase such amountof such Other Currency as at the relevant Early Termination Date, or, if the relevant MarketQuotation or Loss (as the case may be), is determined as of a later date, that later date, with theTermination 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 Currencyat or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such dateas would be customary for the determination of such a rate for the purchase of such Other Currencyfor value on the relevant Early Termination Date or that later date. The foreign exchange agentwill, if only one party is obliged to make a determination under Section 6(e), be selected in goodfaith 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 tobe 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 proofor evidence of any actual cost) to each party (as certified by such party) if it were to fund or offunding such amounts.***“Unpaid Amounts”***owing to any party means, with respect to an Early Termination Date, the aggregateof (a) in respect of all Terminated Transactions, the amounts that became payable (or that wouldhave become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior tosuch Early Termination Date and which remain unpaid as at such Early Termination Date and (b) inrespect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (orwould have been but for Section 2(a)(iii)) required to be settled by delivery to such party on orprior to such Early Termination Date and which has not been so settled as at such Early TerminationDate, an amount equal to the fair marketvalue of that which was (or would have been) required to be delivered as of the originallyscheduled date for delivery, in each case together with (to the extent permitted under applicablelaw) interest, in the currency of such amounts, from (and including) the date such amounts orobligations were or would have been required to have been paid or performed to (but excluding) suchEarly Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on thebasis of daily compounding and the actual number of days elapsed. The fair market value of anyobligation referred to in clause (b) above shall be reasonably determined by the party obliged tomake the determination under Section 6(e) or, if each party is so obliged, it shall be the averageof the Termination Currency Equivalents of the fair market values reasonably determined by bothparties.
 
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IN WITNESS WHEREOF the parties have executed this document on the respective dates specified belowwith effect from the date specified on the first page of this document.         Casie Ecology Oil Salvage, Inc.   Susquehanna Bank     (Name of Borrower)   (Name of Bank)         By: /s/ Gregory Call   By: /s/ Hugh J. Arbuthnot           Name: Gregory Call     Name: Hugh J. Arbuthnot  Title: President     Title: Commercial Relationship Manager  Date: November 12, 2008     Date: November 12, 2008         By: /s/ Brent Kopenhaver                 Name: Brent Kopenhaver        Title: Treasurer        Date: November 12, 2008               MidAtlantic Recycling Technologies, Inc.             (Name of Borrower)               By: /s/ Gregory Call                 Name: Gregory Call        Title: President        Date: November 12, 2008               By: /s/ Brent Kopenhaver                 Name: Brent Kopenhaver        Title: Treasurer        Date: November 12, 2008               Rezultz, Inc.             (Name of Borrower)               By: /s/ Gregory Call                 Name: Gregory Call        Title: President        Date: November 12, 2008               By: /s/ Brent Kopenhaver                 Name: Brent Kopenhaver        Title: Treasurer        Date: November 12, 2008      
 
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