ex10-2.htm


    


    Exhibit
10.2

     

    (Multicurrency
— Cross Border)

    ISDA®

     

     

     

    International
Swap Dealers Association, Inc.

     

    MASTER
AGREEMENT

    dated
as of ...October 15,
2008.................

     

    ......RBS Citizens,
N.A. ......and......Franklin Street
Properties Corp.
............

     

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

     

    Accordingly,
the parties agree as follows:  —

     

    1.    Interpretation

     

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

     

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

     

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

     

    
      	
              2.  

            	
              Obligations

            


    

     

    (a)           General
Conditions.

     

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

     

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

     

    (iii)           Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to
the other party has occurred and is continuing, (2) the condition precedent that
no Early Termination Date in respect of the relevant Transaction has occurred or
been effectively designated and (3) each other applicable condition precedent
specified in this Agreement.

     

    


    
      
        
          
            Copyright
©
1992 by International Swap Dealers Association, Inc.

          

        

        
           


           


        

        
           


        

      

    

    


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

     

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

     

    (i)           in
the same currency; and

     

    (ii)           in
respect of the same Transaction,

     

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

     

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

     

    (d)           Deduction or
Withholding for Tax.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
              ISDA ®
1992


          

        

        
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    (ii)           Liability.  If:  —

     

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

     

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

     

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

     

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

     

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

     

    
      	
              3.  

            	
              Representations

            


    

     

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

     

    (a)           Basic
Representations.

     

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

     

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

     

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

     

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

     

    (v)           Obligations
Binding. Its obligations under
this Agreement and any Credit Support Document to which it is a party constitute
its legal, valid and binding obligations, enforceable in accordance with their
respective terms (subject to applicable bankruptcy, reorganisation, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as
to enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).

     

    


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

     

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

     

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

     

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

     

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

     

    
      	
              4.  

            	
              Agreements

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
              ISDA ®
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              5.  

            	
              Events
      of Default and Termination Events

            


    

     

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

     

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

     

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

     

    (iii)           Credit Support
Default.

     

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

     

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

     

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

     

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

     

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

     

    (vi)           Cross
Default. If
“Cross Default” is specified in the Schedule as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar
condition or event (however described) in respect of such party, any
Credit Support Provider of such party or any applicable Specified Entity of such
party under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an aggregate
amount of not less than the applicable Threshold Amount (as specified in the
Schedule) which has resulted in such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due and payable under such
agreements or instruments, before it would otherwise have been due and payable
or (2) a default by such party, such Credit Support Provider or such Specified
Entity (individually or collectively) in making one or more payments on the due
date thereof in an aggregate amount of not less than the applicable Threshold
Amount under such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

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

     

    
      	
              6.  

            	
              Early
      Termination

            


    

     

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

     

    


    
      
        
          
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    (b)           Right to
Terminate Following Termination Event.

     

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

     

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

     

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

     

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

     

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

     

    (iv)           Right to
Terminate.  If:  —

     

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

     

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

     

    either
party in the case of an Illegality, the Burdened Party in the case of a Tax
Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and provided that the relevant
Termination Event is then continuing, designate a day not earlier
than the day such notice is effective as an Early Termination Date in respect of
all Affected Transactions.

     

    (c)           Effect of
Designation.

     

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

     

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

     

    


    
      
        
          
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    (d)           Calculations.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (3)           Second Method and Market
Quotation.  If the Second Method and Market Quotation apply, an
amount will be payable equal to (A) the sum of the Settlement Amount (determined
by the Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party.  If that amount is a positive
number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a
negative number, the Non-defaulting Party will pay the absolute value of that
amount to the Defaulting Party.

     

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

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              7.  

            	
              Transfer

            


    

     

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

     

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

     

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

     

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

     

    


    
      
        
          
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              8.  

            	
              Contractual
      Currency

            


    

     

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

     

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

     

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

     

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

     

    
      	
              9.  

            	
              Miscellaneous

            


    

     

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

     

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

     

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

     

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

     

    


    
      
        
          
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    (e)           Counterparts
and Confirmations.

     

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

     

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

     

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

     

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

     

    
      	
              10.  

            	
              Offices;
      Multibranch Parties

            


    

     

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

     

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

     

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

     

    
      	
              11.  

            	
              Expenses

            


    

     

    A
Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document
to which the Defaulting Party is a
party or by reason of the early termination of any Transaction, including, but
not limited to, costs of collection.

     

    
      	
              12.  

            	
              Notices

            


    

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    
      	
              13.  

            	
              Governing
      Law and Jurisdiction

            


    

     

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

     

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

     

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

     

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

     

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

     

    (c)           Service of
Process. Each party irrevocably
appoints the Process Agent (if any) specified opposite its name in the Schedule
to receive, for it and on its behalf, service of process in any
Proceedings.  If for any reason any party’s Process Agent is
unable to act as such, such party will promptly notify the other party and
within 30 days appoint a substitute process agent acceptable to the other
party.  The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12.  Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.

     

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

     

    


    
      
        
          
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              14.  

            	
              Definitions

            


    

     

    As
used in this Agreement:—

     

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

     

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

     

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

     

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

     

    “Applicable
Rate” means:—

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


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

     

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

     

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

     

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

     

    “Market
Quotation” means, with respect to one or more
Terminated Transactions and a party making the determination, an amount
determined on the basis of quotations from Reference
Market-makers.  Each quotation will be for an amount, if any, that
would be paid to such party (expressed as a negative number) or by such party
(expressed as a positive number) in consideration of an agreement between such
party (taking into account any existing Credit Support Document with respect to
the obligations of such party) and the quoting Reference Market-maker to enter
into a transaction (the “Replacement Transaction”) that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been
required after that date.  For this purpose, Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included.  The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith,
agree.  The party making the determination (or its agent) will request
each Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time zones)
on or as soon as reasonably practicable after the relevant Early Termination
Date.  The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other.  If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest
values.  If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and
lowest quotations.  For this purpose, if more than one quotation has
the same highest value or lowest value, then one of such quotations shall be
disregarded.  If fewer than three quotations are provided, it will be
deemed that the Market Quotation in respect of such Terminated Transaction or
group of Terminated Transactions cannot be determined.

     

    


    
      
        
          
              ISDA ®
1992


          

        

        
          15

           


        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
          
              ISDA ®
1992


          

        

        
          16

           


        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Unpaid
Amounts” owing to any party means, with respect
to an Early Termination Date, the aggregate of (a) in respect of all
Terminated Transactions,
the amounts that became payable (or that would have become payable but for
Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of
that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate.  Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.  The fair market value of any obligation referred to in
clause (b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

     

    


    
      
        
          
              ISDA ®
1992


          

        

        
          17

           


        

        
           


        

      

    

    


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

     

    
      	
              RBS Citizens, N.A.
      

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

              (Name
      of Party)

               

            	
              Franklin
      Street Properties Corp

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

              (Name
      of Party

               

            
	 	 
	 	 
	
              By:
      /s/ Michael J. Liberatore

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

              Name: Michael J.
      Liberatore

              Title: AVP

              Date: 10/15/08

               

            	
              By:  /s/
      George J. Carter

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

              Name: George J.
      Carter

              Title: President + Chief
      Executive Officer

              Date: 

               

            


    

    


     

    


     

    


    
      
        
          
              ISDA ®
1992


          

        

        
          18

           


        

        
           


        

      

    

     

     

    
      SCHEDULE

      to
the

      MASTER
AGREEMENT

      


      dated
as of October 15, 2008

      


      between

      


      
        	
                RBS
      CITIZENS, N.A. (“Party A”)

              	
                and

              	
                FRANKLIN
      STREET PROPERTIES, a 

                corporation
      organized under the laws of the 

                State
      of Maryland (“Party B”)

              


      

      


      


      
         
PART
1

      

      
         
Termination
Provisions

      

      


      


      In
this Agreement:

      


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

       

      
        Section 5(a)(v),
NONE

      

      


      Section 5(a)(vi),
NONE

      


      Section 5(a)(vii),
NONE

      


      Section 5(b)(iv),
NONE

      


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

      


      Section 5(a)(v),
NONE

      


      Section 5(a)(vi),
NONE

      


      
        Section 5(a)(vii),
NONE

      

      


      
        Section 5(b)(iv),
NONE.

      

      


      (b)           Event
of Default.  Section 5(a) is hereby amended by adding the following
paragraph at the end thereof:

      


      Notwithstanding
the foregoing, Party B will not be deemed in default hereunder (and an Event of
Default with respect to Party B shall not be deemed to have occurred) to the
extent (and only to the extent) that  the type of event or
circumstance giving rise to the Event of Default under this Agreement is
specifically included as a type of event of default (however described) under
the Credit Support Document and no Event of Default under the Credit Support
Document has  occurred and is continuing as a result
of  such event or circumstance.

      


      (c)             The
“Cross-Default” provisions of Section
5(a)(vi) will apply to both parties but shall exclude any default that results
solely from wire transfer difficulties or an error or omission of an
administrative or operational nature (so long as sufficient funds are available
to the relevant party on the relevant date), but only if payment is made within
three Local Business Days after such transfer difficulties have been corrected
or the error or omission has been discovered. In addition, Section 5(a)(vi)(1)
of the Master Agreement is hereby amended by: (i)  inserting the
following immediately before “or (2)”  “; provided that Section
5(a)(vi) shall not apply to secured indebtedness that becomes due as a result of
the voluntary sale or transfer of the property or assets securing such
indebtedness”;  and (ii) Section 5(a)(vi) of this Agreement is hereby
amended by deleting the words “, or becoming capable at such time of being
declared,”.

      



      
        
           


        

        
           


           


        

        
           


        

      


      
         
If
such provisions apply:

      

      


      
        “Specified
Indebtedness” (i)
will have the meaning specified in Section 14 with respect to Party A except
that indebtedness or obligations in respect of deposits received in the ordinary
course of the banking business for such person shall not constitute Specified
Indebtedness; and (ii) with respect to Party B, will mean the Credit Support
Document specified in Part 4, section (f) below.

      

      


      
        “Threshold
Amount”
means

      

      


      
        	
                 
      

              	
                (i)
      with respect to Party A, 2% of “Total Capital and Reserves” of Citizens
      Financial Group, Inc. as shown on the most recent annual audited financial
      statements of Citizens Financial Group, Inc.
and

              


      

      


      
        	
                 
      

              	
                (ii)
      with respect to Party B, the lesser of U.S. Dollars 10,000,000 or 2% of
      the stockholders’ equity (however described) of Party B as shown on the
      most recent annual audited financial statements of Party
  B.

              


      

      


      


      
        	
                (d)

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

              


      

      


      
        	
                (e)

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

              


      

      


      
        	
                (f)

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

              


      

      


      (i)           Market
Quotation will apply.

      


      (ii)           The
Second Method will apply.

      


      
        	
                (g)

              	
                “Termination
      Currency”
      means United States Dollars.

              


      

      


      
        (h)

      

      (i)
“Additional
Termination Event” will apply to Party B.  The following shall
constitute an Additional Termination Event for Party B: the expiration or
termination of any Credit Support Document or the failing or ceasing of such
Credit Support Document to be in full force and effect for the purpose of this
Agreement prior to the satisfaction of all obligations of such party under each
Transaction, ; provided that it shall not constitute an
Additional Termination Event if Party B shall have entered into an alternate
form of credit support reasonably acceptable to Party A in its discretion
exercised in good faith.

      


      (ii)
The following shall constitute an Additional Termination Event for Party A:
Ratings Change. On any
date, either Moody’s or S&P assigns a rating below the Rating Threshold (as
defined below), or fails to assign a rating, to the unsecured, unguaranteed and
unsupported senior long-term debt or other similar obligations (“Rated
Obligations”) of Party A. As used with respect to this Additional
Termination Event, (x) “Moody’s”
means Moody’s Investors Service, Inc., or any successor nationally recognised
statistical rating organization, (y) “S&P”
means Standard & Poor’s Ratings Services, or any successor nationally
recognised statistical rating organization, and (z) “Rating
Threshold” means (A) with respect to Moody’s, “Baa” and (B) with respect
to S&P, BBB. For purposes of this Additional Termination Event, Party A will
be the sole Affected Party, and all Transactions will be Affected
Transactions.

      



      
        
           


        

        
          2

           


        

        
           


        

      


      PART 2

      Tax
Representations

      


      
        	
                (a)

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

              


      

      


      
        	
                 
      

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

              


      

      


      
        	
                 
      

              	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      satisfaction of the agreement of the other party contained in Section
      4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document
      provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii);
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      satisfaction of the agreement of the other party contained in Section
      4(d);

              


      

      


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

      


      
        	
                (b)

              	
                Payee Tax
      Representations.  For the purpose of Sections 3(f), Party
      A and Party B hereby make the representation(s) specified
      below:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      following representation applies to Party
A:

              


      

      


      
        	
                 
      

              	
                Party
      A is a national bank organized under the laws of the United States of
      America.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      following representation applies to Party
B:

              


      

      


      
        	
                 
      

              	
                Party
      B is a corporation organized under the laws of the State of
      Maryland.

              


      


      
        
           


        

        
          3

           


        

        
           


        

      


      


      PART 3

      Agreement to Deliver
Documents

      


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

      


      
        	
                Party
      required

                to
      deliver

                document

              	
                Form/Document/

                Certificate

              	
                Date
      by which

                to
      be delivered

              	
                Covered
      by

                Section
      3(d)

                Representation

              
	 
      	 
      	 
      	 
      
	
                Party
      A and Party B

              	
                Signature
      authentication satisfactory to the other party.

              	
                On
      or before execution of this Agreement

              	
                Yes

              
	
                Party
      A

              	
                IRS
      Form W-9 or any successor form thereto.

              	
                On
      or before execution of this Agreement

              	
                No

              
	
                Party
      B

              	
                Copy
      (certified by an officer) of the board resolution (or equivalent
      authorizing documentation) permitting the entering into of this Agreement
      and Transactions hereunder in the form satisfactory to the other
      party.

              	
                On
      or before execution of this Agreement

              	
                Yes

              


      

      


      


      PART 4

      Miscellaneous

      


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

      


      (i)           All
notices or communications to Party A shall, with respect to a particular
Transaction, be sent to the address, telex number, or facsimile number reflected
in the Confirmation of that Transaction, and any notice for purposes of Sections
5 or 6 shall be sent to:

      


      Address:          
RBS Citizens, N.A.

      One
Citizens Plaza

      Providence,
RI 02903

      Attention:         Mr.
Michael Smith

      Treasury
Operations

      Telephone:       (401)
282-7250

      Facsimile:        
(401) 282-7718

      E-Mail: 
           
michael.smith@citizensbank.com

      


      with
a mandatory copy to:

      


      Address:          
RBS Citizens, N.A.

      One
Citizens Plaza

      Providence,
RI 02903

      Attention:        Daniel
Ouellette

      Telephone:      (617)
725-5602

      Facsimile:        
(617) 725-5695

      



      
        
           


        

        
          4

           


        

        
           


        

      


      (ii)
All notices or communications to Party B shall be sent to the address, telex
number, or facsimile number reflected  below:

      


      Address:  Franklin Street
Properties Corp.

      401 Edgewater Place, Suite
200

      Wakefield, MA 01880

      


      Attention: John Demeritt

      Telephone No.: (781) 557-1341

      Facsimile No.: (781)
246-2807

      


      with
copies  to:

      Address:          Chatham
Financial Corporation

      235 Whitehorse Lane

      Kenneth
Square, PA 19348

      Attention:        Amanda
Breslin

      Telephone:       (610)
925-3126

      Facsimile:        
(610) 925-3125

      


      
        	
                (b)

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

              


      

      


      
        	
                 
      

              	
                Party
      A appoints as its Process Agent:  Not
  applicable.

              


      

      
        	
                 
      

              	
                Party
      B appoints as its Process Agent:  Not
  applicable.

              


      

      


      
        	
                (c)

              	
                Offices.  Section
      10(a) will apply to this Agreement.

              


      

      


      
        	
                d)

              	
                Multibranch
      Party.  For the purpose of Section 10 of this
      Agreement:

              


      

      


      (i)
Party A is not a Multibranch Party.

      


      (ii)
Party B is not a Multibranch Party.

      


      
        	
                (e)

              	
                Calculation
      Agent.  The Calculation Agent is Party A, provided, that
      if an Event of Default with respect to Party A has occurred and is
      continuing, the parties agree to appoint jointly and expeditiously an
      independent leading dealer in the relevant underlying market to make the
      relevant calculation.  Such dealer shall be selected in good
      faith from among dealers of the highest credit standing and such dealer’s
      calculation shall be binding and conclusive absent manifest error. 
      All calculations and determinations by Party A shall be made in good faith
      and in a commercially reasonable manner and are subject to agreement by
      Party B.  If the parties are unable to agree on a particular
      calculation or determination, the parties will designate a mutually
      acceptable leading dealer in good standing in the relevant market to make
      the calculation or determination.  If the parties are unable to
      agree on a leading dealer, then each party shall appoint a leading dealer
      in good standing in the relevant market and the appointed leading dealers
      shall together appoint a third leading dealer as Calculation Agent for
      making the relevant calculation or determination.  The failure
      of Party A to perform its obligations as Calculation Agent hereunder shall
      not constitute an Event of Default or Termination Event; provided,
      however, that the parties shall designate a mutually acceptable leading
      dealer as the interim Calculation
Agent.

              


      

      


      
        	
                (f)

              	
                Credit
      Support Document.  Details of any Credit Support
      Document:

              


      

      


      With
respect to Party A:  Not applicable.

      



      
        
           


        

        
          5

           


        

        
           


        

      


      With
respect to Party B:    Term Loan Agreement dated October 15,
2008, as amended, modified, supplemented or replaced and in effect from time to
time, by and among (i) Party B and certain of its wholly owned subsidiaries, as
borrowers, (ii) Party A, as Agent, and (iii) Party A,  Bank of America,
N.A., and Wachovia Bank, National Association, as lenders, together with any
other lenders which may become party thereto in accordance with the terms
thereof.

      


      
        	
                (g)

              	
                Credit
      Support Provider. Credit Support Provider means: NOT
      APPLICABLE.

              


      

      


      
        	
                (h)

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

              


      

      


      
        	
                (i)

              	
                Netting
      of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
      will apply.

              


      

      


      
        	
                (j)

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

              


      

      


      
        	
                (k)

              	
                Transfer.  The following sentence
      is hereby added to the end of Section
7.:

              


      

      


      
        	
                 
      

              	
                ”Notwithstanding
      anything to the contrary in Section 7 of this Agreement, (a) Party A may
      assign its rights and obligations under this Agreement, in whole and not
      in part, to any Affiliate of Party A effective upon delivery to Party B of
      notice of such transfer, provided that such
      Affiliate shall have credit ratings of at least Baa from Moody’s and BBB
      from S&P and shall have the requisite assets capable of fulfilling its
      obligations under this Agreement; and (b) any transferee of this Agreement
      shall upon such transfer (i) be deemed to enter into a new ISDA Master
      Agreement with Party B on the same terms as this
      Agreement,  (ii) prior to the effectiveness of the transfer,
      deliver any deliverables required under Part 3 of this Schedule; and (iii)
      no such transfer shall result in any increased costs to Party
      B.

              


      

      


      


      PART 5

      Other
Provisions

      


      
        	
                (a)

              	
                Definitions.  The
      definitions and provisions contained in the 2006 ISDA Definitions (the
      “2006 ISDA Definitions”) as published by the International Swaps and
      Derivatives Association, Inc. are herby incorporated into this Agreement
      by reference.  For these purposes, all references in the 2006
      ISDA Definitions to a “Swap Transaction” shall be deemed to apply to each
      Transaction entered into hereunder.

              


      

      


      
        	
                (b)

              	
                Set-off. Without affecting the
      provisions of this Agreement requiring the calculation of certain net
      payment amounts, all payments under this Agreement will be made without
      set-off or counterclaim; provided, however, that upon the designation of
      any Early Termination Date, in addition to and not in limitation of any
      other right or remedy (including any right to set off, counterclaim, or
      otherwise withhold payment or any recourse to any Credit Support Document)
      under applicable law the Non-defaulting Party or Non-affected Party (in
      either case “X”) may without prior notice to any person set off any sum or
      obligation (whether or not arising under this Agreement and whether
      matured or unmatured, whether or not contingent and irrespective of the
      currency, place of payment or booking office of the sum or obligation)
      owed by the Defaulting Party or Affect Party (in either case, “Y”) to X
      against any sum or obligation (whether or not arising under this Agreement
      and whether matured or unmatured, whether or not contingent and
      irrespective of the currency, place of payment or booking office of the
      sum or obligations) owed by X to Y and, for this purpose, may convert one
      currency into another at a market rate determined by X.  If any
      sum or obligation is unascertained, X may in good faith estimate that sum
      or obligation and set-off in respect of that estimate, subject to X or Y,
      as the case may be, accounting to the other party when such sum or
      obligation is ascertained.

              


      

      


      


      



      
        
           


        

        
          6

           


        

        
           


        

      


      
        	
                (c)

              	
                Representations
      and Warranties.  Section 3(a) is amended by adding the following
      paragraphs (vi) and (vii):

              


      

      


      
        	
                “(vi)

              	
                No Agency.  It
      is entering into this Agreement and each Transaction as principal (and not
      as agent or in any other capacity, fiduciary or
  otherwise).

              


      

      


      
        	
                (vii)

              	
                Eligible Contract
      Participant.  It is an “eligible contract participant” as
      defined in the U.S. Commodity Exchange
Act.

              


      

      


      
        	
                (d)

              	
                Relationship Between
      Parties.  Each party will be deemed to represent to the
      other party on the date on which it enters into a Transaction that (absent
      a written agreement between the parties that expressly imposes affirmative
      obligations to the contrary for that
  Transaction):

              


      

      


      (i)           Non-Reliance.  It is
acting for its own account, and it has made its own independent decisions to
enter into that Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisers as
it has deemed necessary.  It is not relying on any communication
(written or oral) of the other party as investment advice or as a recommendation
to enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall not be
considered investment advice or a recommendation to enter into that
Transaction.  No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the expected
results of that Transaction.

      


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

      


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

      


      
        	
                (e)

              	
                Waiver
      of Jury Trial.  Each party irrevocably waives
      any and all right to a trial by jury in any suit, action or proceeding arising our of or relating to
      this Agreement or any Transaction and acknowledges that this waiver is a
      material inducement to the other party’s entering into this
      Agreement.

              


      

      


      
        	
                (f)

              	
                Consent
      to Recording.  The
      parties agree that each may electronically record all telephonic
      conversations between them and that any such recordings may be submitted
      in evidence to any court or  in any Proceedings for the purpose
      of establishing any matters pertinent to any
  Transaction..

              


      

      


      
        	
                (g)

              	
                Outstanding
      Specified Transactions.  Upon the effectiveness of this
      Agreement, unless otherwise agreed to in writing by the parties to this
      Agreement with respect to specific Specified Transactions, all Specified
      Transactions then
      outstanding between Offices of the parties listed in Section 4(d) shall be
      subject to the terms hereof.

              


      

      


      
        	
                (h)

              	
                Severance.  IN
      the event any one or more of the provisions contained in this Agreement
      should be held invalid, illegal or unenforceable in any respect, such
      provisions shall be severed from this Agreement to the extent of such
      invalidity, illegality or unenforceability, unless such severance shall
      substantially impair the benefits of the remaining portions of this
      Agreement.  The Agreement after such severance shall remain the
      valid, binding and enforceable obligation of the parties
      hereto.

              


      

      


      
        	
                (i)

              	
                Payment
      Instructions.  All payments to be made hereunder in
      respect of Transactions shall be made in accordance with standing payment
      instructions provided by the parties (or as otherwise specified in a
      Confirmation).

              


      

      



      
        
           


        

        
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