**(Multicurrency****—****Cross Border)**

 

**ISDA®**

 

International Swap DealersAssociation, Inc.

 

## **MASTER AGREEMENT**

 

dated as of December 20, 2000

** **
| **SunTrust  Bank** |   | **and** |   | **F.Y.I.,  Incorporated** |
|--------------------|--------|---------|--------|---------------------------|
| Party A            |   |    |   | Party B                   |

 

have entered and/or anticipate entering into one or moretransactions (each a “Transaction”) that are or will be governed by this MasterAgreement, which includes the schedule (the “Schedule”), and the documents andother confirming evidence (each a “Confirmation”) exchanged between the partiesconfirming those Transactions.

 

Accordingly,the parties agree as follows:—

 

**1.                Interpretation**

 

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

 

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

 

(c)           ***Single Agreement. ***AllTransactions are entered into in reliance on the fact that this MasterAgreement and all Confirmations form a single agreement between the parties(collectively referred to as this “Agreement”), and the parties would nototherwise enter into any Transactions.

 

**2.                Obligations**

 

(a)           ***General Conditions***.

 

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

 

(ii)  Payments under this Agreement will be made on the due date forvalue on that date in the place of the account specified in the relevantConfirmation or otherwise pursuant to this Agreement, in freely transferablefunds 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 datein the manner customary for the relevant obligation unless otherwise specifiedin 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 Defaultwith respect to the other party has occurred and is continuing, (2) thecondition precedent that no Early Termination Date in respect of the relevantTransaction has occurred or been effectively designated and (3) each otherapplicable condition precedent specified in this Agreement.

 

**Copyright ©  1992 byInternational Swap Dealers Association, Inc.**

 

(b)           ***Change of Account****.*  Either party maychange its account for receiving a payment or delivery by giving notice to theother party at least five Local Business Days prior to the scheduled date forthe payment or delivery to which such change applies unless such other partygives 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,

 

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

 

The parties may elect in respect oftwo or more Transactions that a net amount will be determined in respect of allamounts payable on the same date in the same currency in respect of suchTransactions, regardless of whether such amounts are payable in respect of thesame Transaction.  The election may bemade in the Schedule or a Confirmation by specifying that subparagraph (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 will cease to, apply to such Transactions from suchdate).  This election may be madeseparately for different groups of Transactions and will apply separately toeach pairing of Offices through which the parties make and receive payments ordeliveries.

 

(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 withholdingis required by any applicable law, as modified by the practice of any relevantgovernmental 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 bededucted or withheld (including the full amount required to be deducted orwithheld 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 isrequired 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 tosuch authorities; and

 

(4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to thepayment to which Y is otherwise entitled under this Agreement, such additionalamount 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) willequal the full amount Y would have received had no such deduction orwithholding been required.  However, Xwill not be required to pay any additional amount to Y to the extent that itwould not be required to be paid but for:—

 

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

 

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

(ii)*  **Liability*****.** If:—

 

(1)  X is required by any applicable law, as modified by the practiceof any relevant governmental revenue authority, to make any deduction orwithholding in respect of which X would not be required to pay an additionalamount 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 againstX,

 

then, except to the extent Y hassatisfied or then satisfies the liability resulting from such Tax, Y willpromptly pay to X the amount of such liability (including any related liabilityfor 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) or 4(d)).

 

(e)           ***Default Interest; Other Amounts****. *Priorto the occurrence or effective designation of an Early Termination Date inrespect of the relevant Transaction, a party that defaults in the performanceof any payment obligation will, to the extent permitted by law and subject toSection 6(c), be required to pay interest (before as well as after judgment) onthe overdue amount to the other party on demand in the same currency as suchoverdue amount, for the period from (and including) the original due date forpayment to (but excluding) the date of actual payment, at the Default Rate.  Such interest will be calculated on thebasis of daily compounding and the actual number of days elapsed.  If, prior to the occurrence or effectivedesignation of an Early Termination Date in respect of the relevant Transaction,a party defaults in the performance of any obligation required to be settled bydelivery, 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**

 

Eachparty represents to the other party (which representations will be deemed to berepeated 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 thetermination of this Agreement) that:—

 

(a)           ***Basic Representations.***

 

(i)  ***Status****.* It is duly organized and validly existing under the laws of thejurisdiction of its organization or incorporation and, if relevant under suchlaws, 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 Agreementand any other documentation relating to this Agreement that it is required bythis Agreement to deliver and to perform its obligations under this Agreementand any obligations it has under any Credit Support Document to which it is aparty and has taken all necessary action to authorize such execution, deliveryand performance;

 

(iii)  ***NoViolation or Conflict****.* Such execution, delivery and performance donot violate or conflict with any law applicable to it, any provision of itsconstitutional documents, any order or judgment of any court or other agency ofgovernment applicable to it or any of its assets or any contractual restrictionbinding on or affecting it or any of its assets;

 

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

 

(v)  ***ObligationsBinding****.* Its obligations under this Agreement and anyCredit Support Document to which it is a party constitute its legal, valid andbinding obligations, enforceable in accordance with their respective terms(subject to applicable bankruptcy, reorganization, insolvency, moratorium orsimilar laws affecting creditors’ rights generally and subject, as toenforceability, to equitable principles of general application (regardless ofwhether 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 itsknowledge, Termination Event with respect to it has occurred and is continuingand no such event or circumstance would occur as a result of its entering intoor performing its obligations under this Agreement or any Credit SupportDocument to which it is a party.

 

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

 

(d)                ***Accuracy of Specified Information****.* All applicable information that is furnished in writing by or onbehalf of it to the other party and is identified for the purpose of thisSection 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 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**

 

Eachparty agrees with the other that, so long as either party has or may have anyobligation under this Agreement or under any Credit Support Document to whichit is a party:—

 

(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 otherparty reasonably directs:—

 

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

 

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

 

(iii)  upon reasonable demand by such other party, any form or documentthat may be required or reasonably requested in writing in order to allow suchother party or its Credit Support Provider to make a payment under thisAgreement or any applicable Credit Support Document without any deduction orwithholding for or on account of any Tax or with such deduction or withholdingat a reduced rate (so long as the completion, execution or submission of suchform or document would not materially prejudice the legal or commercialposition of the party in receipt of such demand), with any such form ordocument to be accurate and completed in a manner reasonably satisfactory tosuch other party and to be executed and to be delivered with any reasonablyrequired certification,

 

ineach case by the date specified in the Schedule or such Confirmation or, ifnone 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 tobe obtained by it with respect to this Agreement or any Credit Support Documentto which it is a party and will use all reasonable efforts to obtain any thatmay become necessary in the future.

 

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

 

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

(e)           ***Payment of Stamp Tax****.* Subject to Section 11, it will pay any Stamp Tax levied or imposedupon it or in respect of its execution or performance of this Agreement by ajurisdiction in which it is incorporated, organized, managed and controlled, orconsidered to have its seat, or in which a branch or office through which it isacting for the purpose of this Agreement is located (“Stamp Tax 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 ofthis Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp TaxJurisdiction with respect to the other party.

 

**5.             Events ofDefault and Termination Events**

 

(a)           ***Events of Default****.* The occurrence atany time with respect to a party or, if applicable, any Credit Support Providerof 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 tosuch party:—

 

(i)  ***Failure toPay or Deliver.*** Failure by the party to make, when due, anypayment under this Agreement or delivery under Section 2(a)(i) or 2(e) requiredto be made by it if such failure is not remedied on or before the third LocalBusiness Day after notice of such failure is given to the party;

 

(ii)  ***Breach ofAgreement.***  Failure bythe party to comply with or perform any agreement or obligation (other than anobligation to make any payment under this Agreement or delivery under Section2(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 orperformed by the party in accordance with this Agreement if such failure is notremedied on or before the thirtieth day after notice of such failure is givento the party;

 

(iii)  ***CreditSupport Default****.*

 

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

 

(2)  the expiration or termination of such Credit Support Document orthe failing or ceasing of such Credit Support Document to be in full force andeffect for the purpose of this Agreement (in either case other than inaccordance with its terms) prior to the satisfaction of all obligations of suchparty under each Transaction to which such Credit Support Document relateswithout 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, suchCredit Support Document;

 

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

 

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

(vi)  ***Cross Default****.* If  “Cross Default” isspecified in the Schedule as applying to the party, the occurrence or existenceof (1) a default, event of default or other similar condition or event (howeverdescribed) in respect of such party, any Credit Support Provider of such partyor any applicable Specified Entity of such party under one or more agreementsor instruments relating to Specified Indebtedness of any of them (individuallyor collectively) in an aggregate amount of not less than the applicableThreshold Amount (as specified in the Schedule) which has resulted in suchSpecified Indebtedness becoming, or becoming capable at such time of being declared,due and payable under such agreements or instruments, before it would otherwisehave been due and payable or (2) a default by such party, such Credit SupportProvider or such Specified Entity (individually or collectively) in making oneor more payments on the due date thereof in an aggregate amount of not lessthan 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 anyapplicable Specified Entity of such party:—

 

(1) is dissolved (other thanpursuant to a consolidation, amalgamation or merger); (2) becomes insolvent oris unable to pay its debts or fails or admits in writing its inabilitygenerally 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 ofinsolvency or bankruptcy or any other relief under any bankruptcy or insolvencylaw or other similar law affecting creditors’ rights, or a petition ispresented for its winding-up or liquidation, and, in the case of any suchproceeding or petition instituted or presented against it, such proceeding orpetition (A) results in a judgment of insolvency or bankruptcy or the entry ofan 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 within30 days of the institution or presentation thereof; (5) has a resolution passedfor its winding-up, official management or liquidation (other than pursuant toa consolidation, amalgamation or merger); (6) seeks or becomes subject to theappointment of an administrator, provisional liquidator, conservator, receiver,trustee, custodian or other similar official for it or for all or substantiallyall its assets; (7) has a secured party take possession of all or substantiallyall its assets or has a distress, execution, attachment, sequestration or otherlegal process levied, enforced or sued on or against all or substantially allits assets and such secured party maintains possession, or any such process isnot dismissed, discharged, stayed or restrained, in each case within 30 daysthereafter: (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 anyof the events specified in clauses (1) to (7) (inclusive); or (9) takes anyaction in furtherance of, or indicating its consent to, approval of, oracquiescence in, any of the foregoing acts; or

 

(viii)  ***MergerWithout Assumption****.* The party or any Credit Support Provider ofsuch party consolidates or amalgamates with, or merges with or into, ortransfers all or substantially all its assets to, another entity and, at thetime of such consolidation, amalgamation, merger or transfer:—

 

(1)  the resulting, surviving or transferee entity fails to assume allthe obligations of such party or such Credit Support Provider under thisAgreement or any Credit Support Document to which it or its predecessor was aparty by operation of law or pursuant to an agreement reasonably satisfactoryto 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, ifapplicable, any Credit Support Provider of such party or any Specified Entityof such party of any event specified below constitutes an Illegality if theevent is specified in (i) below, a Tax Event if the event is specified in (ii)below or a Tax Event Upon Merger if the event is specified in (iii) below, and,if specified to be applicable, a Credit Event Upon Merger if the event isspecified pursuant to (iv) below or an Additional Termination Event if theevent is specified pursuant to (v) below:—

(i)  ***Illegality.*** Due to the adoption of, or any change in, any applicable law afterthe 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 regulatoryauthority with competent jurisdiction of any applicable law after such date, itbecomes unlawful (other than as a result of a breach by the party of Section4(b)) for such party (which will be the Affected Party):—

 

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

 

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

 

(ii)  ***Tax Event****.* Due to (x) any action taken by a taxing authority, or brought in acourt of competent jurisdiction, on or after the date on which a Transaction isentered into (regardless of whether such action is taken or brought withrespect to a party to this Agreement) or (y) a Change in Tax Law, the party (whichwill be the Affected Party) will, or there is a substantial likelihood that itwill, on the next succeeding Scheduled Payment Date (1) be required to pay tothe other party an additional amount in respect of an Indemnifiable Tax underSection 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 bededucted or withheld for or on account of a Tax (except in respect of interestunder Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required tobe paid in respect of such Tax under Section 2(d)(i)(4) (other than by reasonof Section 2(d)(i)(4)(A) or (B));

 

(iii)  ***Tax EventUpon Merger****.*  The party (the “Burdened Party”) on the nextsucceeding Scheduled Payment Date will either (1) be required to pay anadditional 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 onaccount of any Indemnifiable Tax in respect of which the other party is notrequired to pay an additional amount (other than by reason of Section2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating oramalgamating with, or merging with or into, or transferring all orsubstantially all its assets to, another entity (which will be the AffectedParty) where such action does not constitute an event described in Section5(a)(viii);

 

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

 

(v)  ***AdditionalTermination Event****.* If any “Additional Termination Event” isspecified in the Schedule or any Confirmation as applying, the occurrence ofsuch event (and, in such event, the Affected Party or Affected Parties shall beas specified for such Additional Termination Event in the Schedule or suchConfirmation).

 

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

**6.             Early Termination**

 

(a)           ***Right to Terminate Following Event of Default.***  If at any time an Event of Default withrespect to a party (the “Defaulting Party”) has occurred and is thencontinuing, the other party (the “Non-defaulting Party”) may, by not more than20 days notice to the Defaulting Party specifying the relevant Event ofDefault, designate a day not earlier than the day such notice is effective asan 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 TerminationDate in respect of all outstanding Transactions will occur immediately upon theoccurrence with respect to such party of an Event of Default specified inSection 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8),and as of the time immediately preceding the institution of the relevantproceeding or the presentation of the relevant petition upon the occurrencewith respect to such party of an Event of Default specified in Section5(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, promptlyupon becoming aware of it, notify the other party, specifying the nature ofthat Termination Event and each Affected Transaction and will also give suchother information about that Termination Event as the other party mayreasonably require.

 

(ii)  ***Transferto Avoid Termination Event****. * If either an Illegality under Section 5(b)(i)(1) or a Tax Eventoccurs 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 condition to its right to designate an Early Termination Date underSection 6(b)(iv), use all reasonable efforts (which will not require such partyto incur a loss, excluding immaterial, incidental expenses) to transfer within20 days after it gives notice under Section 6(b)(i) all its rights and obligationsunder this Agreement in respect of the Affected Transactions to another of itsOffices or Affiliates so that such Termination Event ceases to exist.

 

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

 

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

 

(iii)  ***TwoAffected Parties****.* If an Illegality under Section 5(b)(i)(1) ora Tax Event occurs and there are two Affected Parties, each party will use allreasonable efforts to reach agreement within 30 days after notice thereof isgiven under Section 6(b)(i) on action to avoid that Termination Event.

 

(iv)  ***Right toTerminate.*** If:—

 

(1)  a transfer under Section 6(b)(ii) or an agreement under Section6(b)(iii), as the case may be, has not been effected with respect to allAffected Transactions within 30 days after an Affected Party gives notice underSection 6(b)(i); or

 

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

 

either party in the case of anIllegality, the Burdened Party in the case of a Tax Event Upon Merger, anyAffected Party in the case of a Tax Event or an Additional Termination Event ifthere is more than one Affected Party, or the party which is not the AffectedParty in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only oneAffected Party may, by not more than 20 days notice to the other party andprovided that the relevant Termination Event is then continuing, designate aday not earlier than the day such notice is effective as an Early TerminationDate in respect of all Affected Transactions.

(c)           ***Effect of Designation*.**

 

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

 

(ii)  Upon the occurrence or effective designation of an EarlyTermination Date, no further payments or deliveries under Section 2(a)(i) or2(e) in respect of the Terminated Transactions will be required to be made, butwithout prejudice to the other provisions of this Agreement.  The amount, if any, payable in respect of anEarly 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 anEarly Termination Date, each party will make the calculations on its part, ifany, contemplated by Section 6(e) and will provide to the other party astatement (1) showing, in reasonable detail, such calculations (including allrelevant 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 isto be paid.  In the absence of writtenconfirmation from the source of a quotation obtained in determining a MarketQuotation, the records of the party obtaining such quotation will be conclusiveevidence of the existence and accuracy of such quotation.

 

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

 

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

 

(i)  ***Events ofDefault.*** If the Early Termination Date results from anEvent of Default:—

 

(1)  *First Method and MarketQuotation.* If the FirstMethod and Market Quotation apply, the Defaulting Party will pay to theNon-defaulting Party the excess, if a positive number, of (A) the sum of theSettlement Amount (determined by the Non-defaulting Party) in respect of theTerminated Transactions and the Termination Currency Equivalent of the UnpaidAmounts 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, theDefaulting 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 MarketQuotation.* If the SecondMethod and Market Quotation apply, an amount will be payable equal to (A) thesum of the Settlement Amount (determined by the Non-defaulting Party) inrespect of the Terminated Transactions and the Termination Currency Equivalentof the Unpaid Amounts owing to the Non-defaulting Party less (B) theTermination Currency Equivalent of the Unpaid Amounts owing to the DefaultingParty.  If that amount is a positivenumber, the Defaulting Party will pay it to the Non-defaulting Party; if it isa negative number, the Non-defaulting Party will pay the absolute value of thatamount to the Defaulting Party.

 

(4)  *Second Method and Loss.*  If the Second Method and Loss apply, anamount will be payable equal to the Non-defaulting Party’s Loss in respect ofthis Agreement.  If that amount is apositive 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 absolutevalue of that amount to the Defaulting Party.

 

(ii)  ***TerminationEvents****.* If the Early Termination Date results from aTermination Event:—

 

(1)  *One Affected Party.* If there is one Affected Party, the amountpayable will be determined in accordance with Section 6(e)(i)(3), if MarketQuotation applies, or Section 6(e)(i)(4), if Loss applies, except that, ineither case, references to the Defaulting Party and to the Non-defaulting Partywill be deemed to be references to the Affected Party and the party which isnot the Affected Party, respectively, and, if Loss applies and fewer than allthe Transactions are being terminated, Loss shall be calculated in respect ofall Terminated Transactions.

 

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

 

(A)  if Market Quotation applies, each party will determine aSettlement Amount in respect of the Terminated Transactions, and an amount willbe payable equal to (I) the sum of (a) one-half of the difference between theSettlement Amount of the party with the higher Settlement Amount (“X”) and theSettlement 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 ofthis Agreement (or, if fewer than all the Transactions are being terminated, inrespect of all Terminated Transactions) and an amount will be payable equal toone-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 positivenumber, Y will pay it to X; if it is a negative number, X will pay the absolutevalue of that amount to Y.

 

(iii)  ***Adjustmentfor Bankruptcy.***  Incircumstances where an Early Termination Date occurs because “Automatic EarlyTermination” applies in respect of a party, the amount determined under thisSection 6(e) will be subject to such adjustments as are appropriate andpermitted by law to reflect any payments or deliveries made by one party to theother under this Agreement (and retained by such other party) during the periodfrom the relevant Early Termination Date to the date for payment determined underSection 6(d)(ii).

 

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

**7.*             Transfer***

 

Subject to Section 6(b)(ii), neither this Agreement norany interest or obligation in or under this Agreement may be transferred(whether by way of security or otherwise) by either party without the priorwritten consent of the other party, except that:—

 

(a)  a party may make such a transfer of thisAgreement pursuant to a consolidation or amalgamation with, or merger with orinto, 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 orany part of its interest in any amount payable to it from a Defaulting Partyunder Section 6(e).

 

Anypurported 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 relevantcurrency specified in this Agreement for that payment (the “ContractualCurrency”).  To the extent permitted by applicablelaw, any obligation to make payments under this Agreement in the ContractualCurrency will not be discharged or satisfied by any tender in any currencyother than the Contractual Currency, except to the extent such tender resultsin the actual receipt by the party to which payment is owed, acting in areasonable manner and in good faith in converting the currency so tendered intothe Contractual Currency, of the full amount in the Contractual Currency of allamounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so receivedfalls short of the amount in the Contractual Currency payable in respect ofthis Agreement, the party required to make the payment will, to the extentpermitted by applicable law, immediately pay such additional amount in theContractual Currency as may be necessary to compensate for the shortfall.  If for any reason the amount in theContractual Currency so received exceeds the amount in the Contractual Currencypayable in respect of this Agreement, the party receiving the payment willrefund promptly the amount of such excess.

 

(b)                ***Judgments****.* To the extentpermitted by applicable law, if any judgment or order expressed in a currencyother than the Contractual Currency is rendered (i) for the payment of anyamount owing in respect of this Agreement, (ii) for the payment of any amountrelating to any early termination in respect of this Agreement or (iii) inrespect of a judgment or order of another court for the payment of any amountdescribed in (i) or (ii) above, the party seeking recovery, after recovery infull of the aggregate amount to which such party is entitled pursuant to thejudgment or order, will be entitled to receive immediately from the other partythe amount of any shortfall of the Contractual Currency received by such partyas a consequence of sums paid in such other currency and will refund promptlyto 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 orsuch excess arises or results from any variation between the rate of exchangeat which the Contractual Currency is converted into the currency of thejudgment or order for the purposes of such judgment or order and the rate ofexchange at which such party is able, acting in a reasonable manner and in goodfaith in converting the currency received into the Contractual Currency, topurchase the Contractual Currency with the amount of the currency of thejudgment or order actually received by such party. The term “rate of exchange”includes, without limitation, any premiums and costs of exchange payable inconnection with the purchase of or conversion into the Contractual Currency.

 

(c)                ***Separate Indemnities****.* To the extent permitted by applicable law, these indemnitiesconstitute separate and independent obligations from the other obligations inthis Agreement, will be enforceable as separate and independent causes ofaction, will apply notwithstanding any indulgence granted by the party to whichany payment is owed and will not be affected by judgment being obtained orclaim or proof being made for any other sums payable in respect of thisAgreement.

 

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

**9.                Miscellaneous**

 

(a)           ***Entire Agreement****.* This Agreementconstitutes the entire agreement and understanding of the parties with respectto its subject matter and supersedes all oral communication and prior writingswith respect thereto.

 

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

 

(c)           ***Survival of Obligations.***  Without prejudice to Sections 2(a)(iii) and6(c)(ii), the obligations of the parties under this Agreement will survive thetermination of any Transaction.

 

(d)                ***Remedies Cumulative.***  Except as provided in this Agreement, therights, powers, remedies and privileges provided in this Agreement arecumulative and not exclusive of any rights, powers, remedies and privilegesprovided by law.

 

(e)                ***Counterparts and Confirmations****.*

 

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

 

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

 

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

 

(g)                ***Headings****.* The headings used in thisAgreement are for convenience of reference only and are not to affect theconstruction of or to be taken into consideration in interpreting thisAgreement.

 

10.           **Offices;Multibranch Parties**

 

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

 

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

 

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

**11.                Expenses**

 

A Defaulting Party will, on demand, indemnify and holdharmless 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 ofthe 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 theearly termination of any Transaction, including, but not limited to, costs ofcollection.

 

**12.          Notices**

 

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

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

 

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

 

(iii)  if sent by facsimile transmission, on the date that transmissionis received by a responsible employee of the recipient in legible form (itbeing agreed that the burden of proving receipt will be on the sender and willnot be met by a transmission report generated by the sender’s facsimilemachine);

 

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

 

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

 

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

 

(b)           ***Change of Addresses****.* Either party mayby notice to the other change the address, telex or facsimile number orelectronic messaging system details at which notices or other communicationsare to be given to it.

 

**13.                GoverningLaw and Jurisdiction**

 

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

 

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

 

(i)  submits to the jurisdiction of the English courts, if thisAgreement is expressed to be governed by English law, or to the nonexclusivejurisdiction of the courts of the State of New York and the United StatesDistrict Court located in the Borough of Manhattan in New York City, if thisAgreement 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 layingof venue of any Proceedings brought in any such court, waives any claim thatsuch Proceedings have been brought in an inconvenient forum and further waivesthe right to object, with respect to such Proceedings, that such court does nothave any jurisdiction over such party.

Nothingin this Agreement precludes either party from bringing Proceedings in any otherjurisdiction (outside, if this Agreement is expressed to be governed by Englishlaw, the Contracting States, as defined in Section 1(3) of the CivilJurisdiction and Judgments Act 1982 or any modification, extension orre-enactment thereof for the time being in force) nor will the bringing ofProceedings in any one or more jurisdictions preclude the bringing ofProceedings in any other jurisdiction.

 

(c)           ***Service of Process****.* Each partyirrevocably appoints the Process Agent (if any) specified opposite its name inthe Schedule to receive, for it and on its behalf, service of process in anyProceedings.  If for any reason anyparty’s Process Agent is unable to act as such, such party will promptly notifythe other party and within 30 days appoint a substitute process agentacceptable to the other party.  Theparties irrevocably consent to service of process given in the manner providedfor notices in Section 12.  Nothing inthis Agreement will affect the right of either party to serve process in anyother 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 or intended use), all immunity on the grounds ofsovereignty or other similar grounds from (i) suit, (ii) jurisdiction of anycourt, (iii) relief by way of injunction, order for specific performance or forrecovery of property, (iv) attachment of its assets (whether before or afterjudgment) and (v) execution or enforcement of any judgment to which it or itsrevenues or assets might otherwise be entitled in any Proceedings in the courtsof any jurisdiction and irrevocably agrees, to the extent permitted byapplicable law, that it will not claim any such immunity in any Proceedings.

 

**14.                Definitions**

 

Asused in this Agreement:—

 

***“Additional Termination Event”*** has the meaning specified inSection 5(b).

 

***“Affected Party”*** has the meaning specified inSection 5(b).

 

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

 

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

 

***“Applicable Rate”*** means:—

 

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

 

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

 

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

 

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

 

***“Burdened Party”*** has the meaning specified inSection 5(b).

 

***“Change in Tax Law”**** *means the enactment, promulgation,execution or ratification of, or any change in or amendment to, any law (or inthe application or official interpretation of any law) that occurs on or afterthe 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 inSection 5(b).

 

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

 

***“Credit Support Provider”*** has the meaning specified in theSchedule.

 

***“Default Rate”*** means a rate per annum equal tothe 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 plus1% per annum.

 

***“Defaulting Party”*** has the meaning specified inSection 6(a).

 

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

 

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

 

***“Illegality”*** has the meaning specified inSection 5(b).

 

***“Indemnifiable Tax”*** means any Tax other than a Taxthat would not be imposed in respect of a payment under this Agreement but fora present or former connection between the jurisdiction of the government ortaxation authority imposing such Tax and the recipient of such payment or aperson related to such recipient (including, without limitation, a connectionarising from such recipient or related person being or having been a citizen orresident of such jurisdiction, or being or having been organized, present orengaged in a trade or business in such jurisdiction, or having or having had apermanent establishment or fixed place of business in such jurisdiction, butexcluding a connection arising solely from such recipient or related personhaving executed, delivered, performed its obligations or received a paymentunder, or enforced, this Agreement or a Credit Support Document).

 

***“law”*** includes any treaty, law, rule orregulation (as modified, in the case of tax matters, by the practice of anyrelevant governmental revenue authority) and “*lawful*”and “*unlawful*” will be construedaccordingly.

 

***“Local Business Day”*** means, subject to the Schedule, aday on which commercial banks are open for business (including dealings inforeign exchange and foreign currency deposits) (a) in relation to anyobligation under Section 2(a)(i), in the place(s) specified in the relevantConfirmation or, if not so specified, as otherwise agreed by the parties inwriting or determined pursuant to provisions contained, or incorporated byreference, in this Agreement, (b) in relation to any other payment, in theplace where the relevant account is located and, if different, in the principalfinancial centre, if any, of the currency of such payment, (c) in relation toany notice or other communication, including notice contemplated under Section5(a)(i), in the city specified in the address for notice provided by therecipient and, in the case of a notice contemplated by Section 2(b), in theplace where the relevant new account is to be located and (d) in relation toSection 5(a)(v)(2), in the relevant locations for performance with respect tosuch Specified Transaction.

 

***“Loss”*** means, with respect to thisAgreement or one or more Terminated Transactions, as the case may be, and aparty, the Termination Currency Equivalent of an amount that party reasonablydetermines in good faith to be its total losses and costs (or gain, in whichcase expressed as a negative number) in connection with this Agreement or thatTerminated Transaction or group of Terminated Transactions, as the case may be,including any loss of bargain, cost of funding or, at the election of suchparty but without duplication, loss or cost incurred as a result of itsterminating, liquidating, obtaining or reestablishing any hedge or relatedtrading position (or any gain resulting from any of them).  Loss includes losses and costs (or gains) inrespect of any payment or delivery required to have been made (assuming satisfactionof each applicable condition precedent) on or before the relevant EarlyTermination Date and not made, except, so as to avoid duplication, if Section6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expensesreferred to under Section 11.  A partywill determine its Loss as of the relevant Early Termination Date, or, if thatis not reasonably practicable, as of the earliest date thereafter as isreasonably practicable.  A party may(but need not) determine its Loss by reference to quotations of relevant ratesor prices from one or more leading dealers in the relevant markets.

***“Market Quotation”*** means, with respect to one or moreTerminated Transactions and a party making the determination, an amountdetermined on the basis of quotations from Reference Market-makers.  Each quotation will be for an amount, ifany, that would be paid to such party (expressed as a negative number) or bysuch party (expressed as a positive number) in consideration of an agreementbetween such party (taking into account any existing Credit Support Documentwith respect to the obligations of such party) and the quoting ReferenceMarket-maker to enter into a transaction (the “Replacement Transaction”) thatwould have the effect of preserving for such party the economic equivalent ofany payment or delivery (whether the underlying obligation was absolute orcontingent and assuming the satisfaction of each applicable conditionprecedent) by the parties under Section 2(a)(i) in respect of such TerminatedTransaction or group of Terminated Transactions that would, but for theoccurrence of the relevant Early Termination Date, have been required afterthat date.  For this purpose, UnpaidAmounts in respect of the Terminated Transaction or group of Terminated Transactionsare to be excluded but, without limitation, any payment or delivery that would,but for the relevant Early Termination Date, have been required (assumingsatisfaction of each applicable condition precedent) after that EarlyTermination Date is to be included.  TheReplacement Transaction would be subject to such documentation as such partyand the Reference Market-maker may, in good faith, agree.  The party making the determination (or itsagent) will request each Reference Market-maker to provide its quotation to theextent reasonably practicable as of the same day and time (without regard todifferent time zones) on or as soon as reasonably practicable after therelevant Early Termination Date.  Theday and time as of which those quotations are to be obtained will be selectedin 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, withoutregard to the quotations having the highest and lowest values.  If exactly three such quotations areprovided, the Market Quotation will be the quotation remaining after disregardingthe highest and lowest quotations.  Forthis purpose, if more than one quotation has the same highest value or lowestvalue, 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 TerminatedTransaction or group of Terminated Transactions cannot be determined.

 

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

 

***“Non-defaulting Party”*** has the meaning specified inSection 6(a).

 

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

 

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

 

***“Reference Market-makers”*** means four leading dealers in therelevant market selected by the party determining a Market Quotation in goodfaith (a) from among dealers of the highest credit standing which satisfy allthe criteria that such party applies generally at the time in deciding whetherto 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, organized, managedand controlled or considered to have its seat, (b) where an Office throughwhich the party is acting for purposes of this Agreement is located, (c) inwhich 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 ordelivery is to be made under Section 2(a)(i) with respect to a Transaction.

 

***“Set-off”*** means set-off, offset, combinationof accounts, right of retention or withholding or similar right or requirementto which the payer of an amount under Section 6 is entitled or subject (whetherarising 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 andany Early Termination Date, the sum of:—

 

(a)  the Termination Currency Equivalent of theMarket Quotations (whether positive or negative) for each TerminatedTransaction or group of Terminated Transactions for which a Market Quotation isdetermined; and

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

 

***“Specified Entity”*** has the meaning specified in theSchedule.

 

***“Specified Indebtedness”*** means, subject to the Schedule,any obligation (whether present or future, contingent or otherwise, asprincipal 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 existingor hereafter entered into between one party to this Agreement (or any CreditSupport  Provider of such party or anyapplicable Specified Entity of such party) and the other party to thisAgreement (or  any Credit SupportProvider of such other party or any applicable Specified Entity of such otherparty) which is a rate swap transaction, basis swap, forward rate transaction,commodity swap, commodity option, equity or equity index swap, equity or equityindex option, bond option, interest rate option, foreign exchange transaction,cap transaction, floor transaction, collar transaction, currency swaptransaction, cross-currency rate swap transaction, currency option or any othersimilar transaction (including any option with respect to any of thesetransactions), (b) any combination of these transactions and (c) any othertransaction identified as a Specified Transaction in this Agreement or the relevantconfirmation.

 

***“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 (includinginterest, penalties and additions thereto) that is imposed by any government orother taxing authority in respect of any payment under this Agreement otherthan a stamp, registration, documentation or similar tax.

 

***“Tax Event”*** has the meaning specified inSection 5(b).

 

***“Tax Event Upon Merger”*** has the meaning specified inSection 5(b).

 

***“Terminated Transactions”*** means with respect to any EarlyTermination Date (a) if resulting from a Termination Event, all AffectedTransactions and (b) if resulting from an Event of Default, all Transactions(in either case) in effect immediately before the effectiveness of the noticedesignating 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 amountdenominated in the Termination Currency, such Termination Currency amount and,in respect of any amount denominated in a currency other than the TerminationCurrency (the “Other Currency”), the amount in the Termination Currencydetermined by the party making the relevant determination as being required topurchase such amount of such Other Currency as at the relevant EarlyTermination Date, or, if the relevant Market Quotation or Loss (as the case maybe), is determined as of a later date, that later date, with the TerminationCurrency at the rate equal to the spot exchange rate of the foreign exchangeagent (selected as provided below) for the purchase of such Other Currency withthe Terminated Currency at or about 11:00 a.m. (in the city in which suchforeign exchange agent is located) on such date as would be customary for thedetermination of such a rate for the purchase of such Other Currency for valueon the relevant Early Termination Date or that later date.  The foreign exchange agent will, if only oneparty is obliged to make a determination under Section 6(e), be selected ingood faith by that party and otherwise will be agreed by the parties.

 

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

 

***“Termination Rate”*** means a rate per annum equal tothe 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 fundingsuch amounts.

***“Unpaid Amounts”*** owing to any party means, withrespect to an Early Termination Date, the aggregate of (a) in respect of allTerminated Transactions, the amounts that became payable (or that would havebecome 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 suchEarly Termination Date and (b) in respect of each Terminated Transaction, foreach obligation under Section 2(a)(i) which was (or would have been but forSection 2(a)(iii)) required to be settled by delivery to such party on or priorto such Early Termination Date and which has not been so settled as at suchEarly Termination Date, an amount equal to the fair market value of that whichwas (or would have been) required to be delivered as of the originallyscheduled date for delivery, in each case together with (to the extentpermitted under applicable law) interest, in the currency of such amounts, from(and including) the date such amounts or obligations were or would have beenrequired to have been paid or performed to (but excluding) such EarlyTermination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of dailycompounding 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 determinationunder Section 6(e) or, if each party is so obliged, it shall be the average ofthe Termination Currency Equivalents of the fair market values reasonablydetermined by both parties.

 

INWITNESS WHEREOF the parties have executed this document on the respective datesspecified below with effect from the date specified on the first page of thisdocument.

 

 
|   |   | **SUNTRUST BANK** |   |   | **F.Y.I., Incorporated**     |
|--------|--------|-------------------|--------|--------|------------------------------|
|   |   |              |   |   |                         |
|   |   |              |   |   |                         |
|   | By:    | /s/ Fred D. Woolf |   | By:    | /s/ Barry Edwards            |
|   | Name:  | Fred D. Woolf     |   | Name:  | Barry Edwards                |
|   | Title: | Vice President    |   | Title: | Executive Vice President and |
|   | Date:  | 3/26/01           |   |   | Chief Financial Officer      |
|   |   |              |   | Date:  | 3/22/01                      |

** **

**SCHEDULETO THE**

**ISDA MASTER AGREEMENT**

**DATED AS OF DECEMBER 20, 2000, BETWEEN**

**SUNTRUST BANK**

**(“PARTY A”)**

**AND**

**F.Y.I., INCORPORATED**

**(“PARTY B”)**

 

Part 1

Definitions

 

1.  “Affiliate” shall have the meaning assigned tosuch term in Section 14 of this Agreement.

 

2.                “CalculationAgent” shall mean Party A.

 

3.                “Shareholders’ Equity” meanswith respect to any entity, at any time, the sum (as shown in the most recentannual audited financial statements of such entity) of (i) its capital stock(including preferred stock) outstanding, taken at par value, (ii) its capitalsurplus and (iii) its retained earnings, minus (iv) treasury stock, each to bedetermined in accordance with generally accepted accounting principles.

 

4.                “SpecifiedEntity” shall mean for the purposes of Sections 5(a)(v), (vi), and (vii), andSection 5(b)(iv) of this Agreement, in the case of Party A, not applicable, andin the case of Party B, any Affiliate of Party B, with the exception of anyNonmaterial Subsidiary as such term is defined in the Credit Agreement(“$297,500,000,000 Revolving Credit Loan Facility”), dated as of March 2001, byand among Party B and Bank of America, N.A., as Administrative Agent, Banc ofAmerica Securities LLC, as Sole Lead Arranger and Sole Book Manager, Party A asSyndication Agent, Wells Fargo Bank, N.A., as Documentation Agent, and theLenders named therein.

 

5.                “SpecifiedIndebtedness” shall have the meaning assigned to such term in Section 14 ofthis Agreement, but shall not include indebtedness in respect of depositsreceived.

 

6.                “SpecifiedTransaction” shall have the meaning assigned to such term in Section 14 of thisAgreement.

 

7.                “TerminationCurrency” shall mean United States Dollars.

 

8.                “ThresholdAmount” shall mean, for purposes of Section 5(a)(vi) of this Agreement, (a)with respect to Party A, an amount equal to three percent (3%) of itsShareholders’ Equity, determined in accordance with generally acceptedaccounting principles in such party’s jurisdiction of incorporation ororganization, consistently applied, as at the end of such party’s most recentlycompleted fiscal year, and (b) with respect to Party B, an amount equal to$1,000,000 (or the equivalent thereof in any other currencies), except thatwith respect to indebtedness under the Loan Agreement, the Threshold Amountshall be $0.00.

 

Part2

Representations

 

1.             TaxRepresentations.  None.

 

2.             Thefollowing paragraph is added as Section 3(g) of this Agreement:

 

“(g) Eligible Swap Participant.  It is an “eligible swap participant” withinthe meaning of 17 C.F.R. sec. 35.1(b)(2).”

 

Part 3

Agreements

 

1.                Documentsto be delivered.  For purposes ofSection 4(a) of this Agreement, each party agrees to deliver the followingdocuments as applicable:

 

(a)                Certifiedcopies of all documents evidencing necessary corporate authorizations, as wellas other authorizations and approvals with respect to the execution, deliveryand performance by the party of this Agreement and any Credit Support Document.

 
| Party required to deliver:              |   | Party B                          |
|-----------------------------------------|--------|----------------------------------|
|                                    |   |                             |
| Date by which to be delivered:          |   | Upon execution of this Agreement |
|                                    |   |                             |
| Covered by Section 3(d) Representation: |   | Yes                              |

 

(b)An incumbency certificate of an authorizedofficer of the party certifying the names, true signatures and authority of theofficers of the party signing this Agreement and any Credit Support Document.

 
| Party required to deliver:              |   | Party B                          |
|-----------------------------------------|--------|----------------------------------|
|                                    |   |                             |
| Date by which to be delivered:          |   | Upon execution of this Agreement |
|                                    |   |                             |
| Covered by Section 3(d) Representation: |   | Yes                              |

 

(c)Such other document as the other party mayreasonably request in connection with each Transaction.

 
| Party required to deliver:              |   | Party A and Party B   |
|-----------------------------------------|--------|-----------------------|
|                                    |   |                  |
| Date by which to be delivered:          |   | Promptly upon request |
|                                    |   |                  |
| Covered by Section 3(d) Representation: |   | Yes                   |

 

(d)Such other written information respecting thecondition or operations, financial or otherwise, as the other party A mayreasonably request from time to time.

 
| Party required to deliver:              |   | Party A and Party B   |
|-----------------------------------------|--------|-----------------------|
|                                    |   |                  |
| Date by which to be delivered:          |   | Promptly upon request |
|                                    |   |                  |
| Covered by Section 3(d) Representation: |   | Yes                   |

 

Part4

Termination Provisions

 

1.           Cross Default.  The “Cross Default” provisions of Section5(a)(vi) of this Agreement shall apply to each of Party A and Party B.

 

2.           Credit Event Upon Merger.  The “Credit Event Upon Merger” provisions ofSection 5(b)(iv) of this Agreement shall apply to each of Party A and Party B.

 

3.  Automatic Early Termination.  The “Automatic Early Termination” provisionof Section 6(a) of this Agreement shall not apply to either Party A or Party B.

 

4.           Payments on Early Termination.  For purposes of Section 6(e) of thisAgreement, Second Method and Loss shall apply.

 

5.  Additional Termination Event shall notapply.

 

Part 5

Miscellaneous

 

1.           Notices.  For purposes of Section 12 of thisAgreement:

 

(a)                Theaddress for notice or communication to Party A is:

 

SunTrust Equitable Securities Corporation

Financial Risk Management, Operations

303 Peachtree Street, N.E.

23rd Floor, Center Code 3913

Atlanta, GA 30308

404-575-2696 (phone)

404-532-0514 (fax)

 

(b)                Theaddress for notice or communication to Party B is:

 

Mr. Barry Edwards

Chief Financial Officer

F.Y.I., Incorporated

3232 McKinney Ave.

Suite 900

Dallas, TX 75204

214-953-7690 (phone)

214-953-7556 (fax)

 

2.  Governing Law.  Section 13(a) of this Agreement is herebyrestated as follows:

 

“(a) Governing Law.  This Agreement will be governed by and construed in accordancewith the laws of the State of New York without reference to choice of lawdoctrine.”

 

3.  Jurisdiction.  Section 13(b)(i) of this Agreement is hereby restated as follows:

 

“(i) submits to the nonexclusive jurisdictionof the courts of the State of Georgia and the United States District Court locatedin Atlanta, Georgia; and”

4.           ProcessAgent.  Process Agent shall notapply to this Agreement.

 

5.           Offices.  The provisions of Section 10(a) of thisAgreement shall not apply to either party.

 

6.  Multibranch Party.  For purposes of Section 10(c) of thisAgreement, neither Party A nor Party B is a Multibranch Party.

 

7.           CreditSupport Provider.

 

Credit Support Provider means in relation to Party A:  Not applicable.

Credit Support Provider means in relation to PartyB:  Not applicable.

 

8.           Credit Support Document.

 

Credit Support Document means in relation toParty A:  Not applicable.

Credit SupportDocument means in relation to Party B: Any guaranty, letter of credit, credit agreement, security agreement,mortgage, deed of trust, pledge agreement, assignment agreement, investmentagreement, surety bond, or other credit enhancement device, or any combinationthereof issued as security for the timely performance of Party B’s obligationsunder this Agreement, as may be acceptable to Party A, including, withoutlimitation, any amendments, supplements, restatements, or other modifications,or any substitutions or replacements thereto in form and substance satisfactoryto Party A.

 

Part 6

Additional Agreements

 

1.                Recording of Conversations.  Each party (i) consents to the monitoring orrecording, at any time and from time to time, by the other party of any and allcommunications between officers or employees of the parties, (ii) waives anyfurther notice of such monitoring or recording, and (iii) agrees to notify(and, if required by law, obtain the consent of) its officers and employeeswith respect to such monitoring or recording.

 

2.           Jury Trial.  Each party hereby waives, to the fullestextent lawful, its respective right to jury trial with respect to any legalproceeding arising under, or in connection with, this Agreement or anyConfirmation.

 

3.  Mediation and Arbitration.  Notwithstanding anything to the contrarycontained herein, the parties agree to submit to mediation and, shouldsettlement through mediation not occur, to arbitration any and all claims,disputes, and controversies between them (and their respective employees,officers, directors, affiliates, attorneys, and other agents) resulting from orarising out of this Agreement.  Suchmediation and arbitration shall proceed in the jurisdiction where Party A islocated, shall be governed by the law specified in this Agreement, and shall beconducted (a) in accordance with such rules as may be agreed upon by theparties or (b) in the event the parties do not reach an agreement as to suchrules within thirty (30) days after a notice of dispute, in accordance with theCommercial Mediation Rules and Commercial Arbitration Rules of the AmericanArbitration Association.  If, withinthirty (30) days after service of a written demand for mediation, the mediationdoes not result in settlement of the dispute, then any party may demandarbitration, and the decision of the arbitrator(s) shall be binding on theparties.  Judgment upon the awardrendered by the arbitrator(s) may be entered in any court havingjurisdiction.  It is agreed that thearbitrators shall have no authority to award treble, exemplary, or punitivedamages of any type under any circumstances, whether or not such damages may beavailable under state or federal law, or under the Federal Arbitration Act, orunder the Commercial Arbitration Rules of the American Arbitration Association,the parties hereby waiving their right, if any, to recover any such damages.

 

4.             SetOff.  Section 6 of the Agreement isamended by adding the following new subsection 6(f):

“(f)  ***Rightof Set-Off.*** Upon the occurrence of an Event of Default with respect to Party B, oran Illegality or Credit Event Upon Merger where Party B is the Affected Party,Party A will have the right (but not the obligation), without prior notice toParty B or any other person, to set-off any obligation of Party A or any ofParty A’s present or future Affiliates, branches, or offices owing to Party B,against any obligation of Party B owing to Party A or any of Party A’s presentor future Affiliates, branches, or offices (whether or not such obligationsarise under this Agreement, whether or not matured, whether or not contingent,and regardless of the place of payment or booking office of the obligations).  In order to enable Party A to exercise itsrights of set-off, if an obligation is unascertained, Party A may in good faithestimate that obligation and set-off in respect of the estimate, subject to PartyA accounting to Party B when the obligation is ascertained.

 

Nothing in this Section 6(f) shall beeffective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right ofset-off, combination of accounts, lien, or other right to which any party is at any timeotherwise entitled (whether by operation of law, contract, or otherwise).”

 

5.           By signing this Schedule, Party Backnowledges that it has received and understands the SunTrust Bank “Terms ofDealing for OTC Risk Management Transactions” and the “Risk DisclosureStatement for OTC Risk Management Transactions” (each attached hereto andincorporated by reference into this Agreement).

 

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

 

**SUNTRUST BANK                                                                                    F.Y.I.,INCORPORATED**

 

| By:                                                  | /s/ Fred D. Woolf |   | By:                                                                                                          | /s/ Barry Edwards |   |
|------------------------------------------------------|-------------------|--------|--------------------------------------------------------------------------------------------------------------|-------------------|--------|
| Name:     Fred D. Woolf               |              |   | Name:     Barry Edwards                                                                       |              |
| Title:       Vice President |              |   | Title:       Executive Vice President and                                           |              |
|                                                 |              |   |                Chief Financial Officer |              |
|                                                 |              |   |                                                                                                         |              |
|                                                      |                   |        |                                                                                                              |                   |        |  |

 

**SunTrust Bank(“SunTrust”)**

**Terms of Dealing forOTC Risk Management Transactions**

 

 

In connection with the negotiation, entryinto, and performance from time to time of over-the-counter (“OTC”) riskmanagement transactions, please be advised that:

 

SunTrust acts as principal only and does notact as advisor, agent, broker, or fiduciary for or with respect to anycounterparty (unless otherwise expressly agreed in a written engagementletter).

 

SunTrust expects that its counterparties havethe authority and capacity to enter into and perform their obligations undertheir OTC risk management transactions with SunTrust, and SunTrust relies onthe express and implied representations of its counterparties with respectthereto.

 

SunTrust expects that its counterpartiespossess adequate knowledge and experience to assess independently, or with theassistance of their own advisors, the merits and risks of each OTC riskmanagement transaction that the counterparty may from time to time enter into,amend, or terminate.

 

SunTrust endeavors to maintain theconfidentiality of all confidential counterparty information and expects itscounterparties to do the same.  Unless acounterparty gives SunTrust written notice to the contrary, each counterpartyauthorizes SunTrust and all SunTrust affiliates, including SunTrust EquitableSecurities Corporation (STES), to share with each other confidentialinformation concerning a counterparty and/or its accounts for marketing orother purposes from time to time.   Anytrade ideas, term sheets, and other similar documents sent to counterparties bySunTrust are not to be shared with others.

 

SunTrust may pay fees, commissions, and otheramounts to agents, brokers, and/or other third parties in connection with OTCrisk management transactions entered into with counterparties.  SunTrust considers the amount of such fees,commissions, and other amounts to be confidential and does not disclose thesame to its counterparties.

 

SunTrust may from time to time receive ordersfor similar or identical transactions, and SunTrust makes no representationwith respect to execution priorities.

 

STES’s Authorized Officers have the authorityto bind SunTrust in connection with OTC risk management transactions.  A current list of Authorized Officers may beobtained from STES upon request.

 

OTC risk management obligations of SunTrustare not FDIC insured.

 

**SunTrust Bank(“SunTrust”)**

**Risk DisclosureStatement for OTC Risk management Transactions**

 

Over-the-counter (“OTC”) risk managementtransactions, like other financial transactions, involve a variety ofsignificant potential risks.  OTC riskmanagement transactions generally include options, forwards, swaps, swaptions,caps, floors, collars, combination and variations of such instruments, andother executory contractual arrangements, and may involve interest rates,currencies, securities, commodities, equities, credit, indices, and otherunderlying interests.

 

Before entering into any OTC risk managementtransaction, you should carefully consider whether the transaction isappropriate for you in light of your experience, objectives, financial andoperational resources, and other relevant circumstances.  You should also ensure that you fullyunderstand the nature of the transaction and contractual relationship intowhich you are entering and the nature and extent of your exposure to risk ofloss, which may significantly exceed the amount of any initial payment orinvestment by you.

 

The specific risks presented by a particularOTC risk management transaction necessarily depend upon the character of thespecific transaction and your circumstances. In general, however, all OTC risk management transactions involve therisk of adverse or unanticipated market developments, risk of illiquidity andcredit risk, and may involve other material risks.  Equity risk management transactions may increase or decrease invalue with a change in, among other things, stock prices and interest rateswhich could result in unlimited loss. In addition, you may be subject to internal operational risks in theevent that appropriate internal systems and controls are not in place tomonitor the various risks and funding requirements to which you are subject byvirtue of your activities in the OTC risk management and related markets.  OTC risk management transactions frequentlyare tailored to permit parties to customize transactions to accomplish complexfinancial and risk management objectives. Such customization can also introduce significant risk factors of acomplex character.

 

As in any financial transaction, you mustunderstand the requirements (including investment restrictions), if any,applicable to you that are established by your regulators or by your Board ofDirectors or other governing body.  Youshould also consider the tax and accounting implications of entering into anyrisk management or other transaction. To the extent appropriate in light of the specific transaction and yourcircumstances, you should consider consulting such advisers as may beappropriate to assist you in understanding the risks involved.  If you are acting in the capacity offinancial adviser or agent, you must evaluate the foregoing matters in light ofthe circumstances applicable to your principal.

 

In entering into any OTC risk managementtransaction, you should also take into consideration that, unless you andSunTrust have established in writing an express financial advisory or otherfiduciary relationship or you and SunTrust have expressly agreed in writingthat you will be relying on SunTrust’s recommendations as the primary basis formaking your trading or investment decisions, SunTrust is acting solely in thecapacity of an arm’s-length contractual counterparty and not in the capacity ofyour financial advisor or fiduciary.  Inaddition, SunTrust or its affiliates may from time to time have substantiallong or short positions in and may make a market in or otherwise buy or sellinstruments identical or economically related to the OTC risk managementtransaction entered into with you or may have an investment banking or othercommercial relationship with the issuer of any security or financial instrumentunderlying an OTC risk management transaction entered into with you.

 

**THIS BRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS AND OTHERSIGNIFICANT ASPECTS OF ENTERING INTO OTC RISK MANAGEMENT TRANSACTIONS.  YOU SHOULD REFRAIN FROM ENTERING INTO ANYSUCH TRANSACTION UNLESS YOU FULLY UNDERSTAND ALL SUCH RISK AND HAVEINDEPENDENTLY DETERMINED THAT THE TRANSACTION IS APPROPRIATE FOR YOU.**