Form of Hedge Agreement


 Exhibit 10.8 

ISDA® 
 International Swaps and Derivatives
Association, Inc. 
 2002 MASTER AGREEMENT 
 [Date] 
 dated as of
................................................. 
 MORGAN STANLEY CAPITAL
GROUP INC.                     CHESAPEAKE GRANITE WASH TRUST 
 ............................................................................and
............................................................. have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be
governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of
confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”. 
 Accordingly, the parties agree as follows:— 
 1. Interpretation 

(a) Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified
for the purpose of this Master Agreement. 
 (b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the
relevant Transaction. 
 (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions. 

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

Copyright © 2002 by International Swaps and Derivatives Association, Inc. 






 (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the
condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has
occurred or been effectively designated and (3) each other condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii). 
 (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the
Scheduled Settlement Date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. 
 (c) Netting of Payments. If on any date amounts would otherwise be payable:— 
 (i) in the same currency; and 
 (ii) in respect of the same Transaction,

 by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically
satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by which the
larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. 
 The parties may elect in respect of two or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same date in the same currency in respect
of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any Confirmation by specifying that “Multiple Transaction Payment Netting” applies to the
Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with
effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made
separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. 
 (d) Deduction or Withholding for Tax. 
 (i)
Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will— 
 (1) promptly notify the other party (“Y”) of such requirement; 
 (2) pay
to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of
determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; 
 (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and 

  

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

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

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

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

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

3. Representations 
 Each party makes the
representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction
is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement). If any “Additional Representation” is specified in the Schedule or any Confirmation as applying, the party
or parties specified for such Additional Representation will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation. 

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

 (ii) Powers. It has the power to execute this Agreement and any other 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 authorize such execution, delivery and performance; 

  

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

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party
constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 
 (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such
event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities any action,
suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support
Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
 (d)
Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of
the information, true, accurate and complete in every material respect. 
 (e) Payer Tax Representation. Each representation
specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. 
 (f) Payee Tax
Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 
 (g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity. 

4. Agreements 
 Each party agrees with
the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:— 
 (a) Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party
reasonably directs:— 
 (i) any forms, documents or certificates relating to taxation specified in the Schedule or any
Confirmation; 
 (ii) any other documents specified in the Schedule or any Confirmation; and 

  

			
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 (iii) upon reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax
or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any
such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, 
 in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. 
 (b) Maintain Authorizations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained
by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. 
 (c) Comply With Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability
to perform its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (d) Tax
Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. 
 (e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a
jurisdiction in which it is incorporated, organised, managed and controlled or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”), and will
indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction
with respect to the other party. 
 5. Events of Default and Termination Events 
 (a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of
the following events constitutes (subject to Sections 5(c) and 6(e)(iv)) an event of default (an “Event of Default”) with respect to such party:— 
 (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be
made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party;

 (ii) Breach of Agreement; Repudiation of Agreement.

(1) Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this
Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied within 30 days after notice of such failure is given to the party; or 
 (2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that party or any


  

			
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Transaction evidenced by such a Confirmation (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 

(iii) Credit Support Default. 
 (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support
Document if such failure is continuing after any applicable grace period has elapsed; 
 (2) the expiration or termination of
such Credit Support Document or the failing or ceasing of such Credit Support Document, or any security interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full
force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the
written consent of the other party; or 
 (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or 3(f)) made or repeated
or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to
have been made or repeated; 
 (v) Default Under Specified Transaction. The party, any Credit Support Provider
of such party or any applicable Specified Entity of such party:— 
 (l) defaults (other than by failing to make a delivery)
under a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified Transaction; 
 (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace period, such default
continues for at least one Local Business Day); 
 (3) defaults in making any delivery due under (including any delivery due on
the last delivery or exchange date of) a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation
of, an acceleration of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or 
 (4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is,
in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it
or act on its behalf); 

  

			
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 (vi) Cross-Default. If “Cross-Default” is specified in the
Schedule as applying to the party, the occurrence or existence of:— 
 (l) a default, event of default or other similar
condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them
(individually or collectively) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as
specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable; or

 (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making
one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in
clause (1) above, of not less than the applicable Threshold Amount; 
 (vii) Bankruptcy. The party, any
Credit Support Provider of such party or any applicable Specified Entity of such party:— 
 (l) is dissolved (other than
pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment,
arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it
in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law
affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy
or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or
entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged,
stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party
take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses (l) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or


  

			
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 (viii) Merger Without Assumption. The party or any Credit Support
Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation,
amalgamation, merger, transfer, reorganisation, reincorporation or reconstitution:— 
 (l) the resulting, surviving or
transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party; or 

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such
resulting, surviving or transferee entity of its obligations under this Agreement. 
 (b) Termination Events. The occurrence
at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in
clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if
specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:— 

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

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

  

			
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or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that day); or 

(2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute
or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from
complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such party or Credit Support
Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day), 

so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as
appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such
prevention, impossibility or impracticability; 
 (iii) Tax Event. Due to (1) any action taken by a
taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (2) a Change in Tax Law, the party
(which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Settlement Date (A) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under
Section 9(h)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 

(iv) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Settlement Date
will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h) or (2) receive a payment from which an amount has been
deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or
amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganizing,
reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption; 
 (v) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, a Designated Event (as defined below) occurs with respect to
such party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, “X”) and such Designated Event does not constitute a Merger Without Assumption, and the creditworthiness of X or, if
applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the
occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A “Designated Event” with respect to X means that:— 

(1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part
of the assets comprising the business conducted by X as of the 

  

			
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date of this Master Agreement) to, or reorganizes, reincorporates or reconstitutes into or as, another entity; 
 (2) any person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or
its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or 
 (3) X effects any
substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the
case of entities other than corporations, any other form of ownership interest; or 
 (vi) Additional Termination
Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such
Additional Termination Event in the Schedule or such Confirmation). 
 (c) Hierarchy of Events. 

(i) An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the
case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other
material provision of this Agreement or a Credit Support Document, as the case may be. 
 (ii) Except in circumstances
contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an
Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality or a Force Majeure Event. 
 (iii) If an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause
(ii) above, and not a Force Majeure Event. 
 (d) Deferral of Payments and Deliveries During Waiting Period. If an
Illegality or a Force Majeure Event has occurred and is continuing with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:—

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

  

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

6. Early Termination; Close-Out Netting 

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

(i) Notice. If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon
becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably
require. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other
information about that Force Majeure Event as the other party may reasonably require. 
 (ii) Transfer to Avoid Termination
Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination
Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and
obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. 
 If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30
days after the notice is given under Section 6(b)(i). 
 Any such transfer by a party under this Section 6(b)(ii) will
be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the
terms proposed. 
 (iii) Two Affected Parties. If a Tax Event occurs and there are two Affected Parties, each
party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i)to avoid that Termination Event. 

  

			
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 (iv) Right to Terminate.  

(1) If:— 

(A) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with
respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or 
 (B) a
Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, 
 the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non-affected Party in
the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier
than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. 
 (2) If at any time
an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:— 

(A) Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not
earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as
an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating
an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an Early Termination
Date in respect of any or all other Affected Transactions. 
 (B) An Affected Party (if the Illegality or Force Majeure Event
relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the
right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other party of
an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions. 
 (c) Effect of
Designation. 
 (i) If notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early
Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. 
 (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be
required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e) and 9(h)(ii). 

  

			
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 (d) Calculations; Payment Date. 

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each
party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (l) showing, in reasonable detail, such calculations (including any quotations, market data or information from
internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to it is to be
paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and
accuracy of such quotation or market data. 
 (ii) Payment Date. An Early Termination Amount due in respect of
any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case of an Early Termination Date which is
designated or occurs as a result of an Event of Default and (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the
statement provided pursuant to clause (i) above by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event. 

(e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that
Early Termination Date (the “Early Termination Amount”) will be determined pursuant to this Section 6(e) and will be subject to Section 6(f). 
 (i) Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the
Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and
(B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive
number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of Early Termination Amount to the Defaulting Party. 

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

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

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

  

			
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 (3) Mid-Market Events. If that Termination Event is an Illegality or a Force
Majeure Event, then the Early Termination Amount will be determined in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party
will:— 
 (A) if obtaining quotations from one or more third parties (or from any of the Determining Party’s
Affiliates), ask each third party or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid-market quotations; and 

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

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early
Termination applies in respect of a party, Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and
retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 
 (iv) Adjustment for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to pay, when due, any Early Termination Amount will not
constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction,
constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination Date results from an Event of
Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions and (2) otherwise accrue interest in accordance with Section 9(h)(ii)(2). 

(v) Pre-Estimate. The parties agree that an amount recoverable under this Section 6(e) is a reasonable
pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither party will be entitled to recover any additional
damages as a consequence of the termination of the Terminated Transactions. 
 (f) Set-Off. Any Early Termination Amount
payable to one party (the “Payee”) by the other party (the “Payer”), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any
other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non-affected Party, as the case may be (“X”) (and without prior notice
to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts (“Other Amounts”) payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent
and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other
party of any set-off effected under this Section 6(f). 
 For this purpose, either the Early Termination Amount or the Other Amounts (or
the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the
relevant amount of such currency. 

  

			
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 If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of
the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. 
 Nothing in this Section 6(f)
will be effective to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or
requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise). 
 7.
Transfer 
 Subject to Section 6(b)(ii) and to the extent permitted by applicable law, neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:— 
 (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but
without prejudice to any other right or remedy under this Agreement); and 
 (b) a party may make such a transfer of all or any part of its
interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11. 

Any purported transfer that is not in compliance with this Section 7 will be void. 
 8. Contractual Currency 
 (a) Payment in the Contractual Currency. Each
payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement
in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good
faith and using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount
in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such
additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of such excess. 
 (b) Judgments. To the extent
permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating
to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full
of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence
of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results
from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good
faith and using 

  

			
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commercially reasonable procedures in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. 
 (c) Separate Indemnities. To the extent permitted by applicable law, the indemnities in
this Section 8 constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to
which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. 
 (d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been
made. 
 9. Miscellaneous 
 (a)
Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any
oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this
Agreement will limit or exclude any liability of a party for fraud. 
 (b) Amendments. An amendment, modification or waiver in
respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an
electronic messaging system. 
 (c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the
obligations of the parties under this Agreement will survive the termination of any Transaction. 
 (d) Remedies
Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. 

 

	(e)	Counterparts and Confirmations. 

 (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system),
each of which will be deemed an original. 
 (ii) The parties intend that they are legally bound by the terms of each Transaction
from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange
of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify
therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation. 
 (f)
No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 
 (g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this
Agreement. 

  

			
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 (h) Interest and Compensation. 

(i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction:— 
 (1) Interest on Defaulted Payments. If a party defaults in the
performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as
the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due
pursuant to clause (3)(B) or (C) below), at the Default Rate. 
 (2) Compensation for Defaulted
Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this
Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after
judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of
actual delivery (and excluding any period in respect of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be
determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery. 
 (3) Interest on Deferred Payments. If:— 
 (A) a party does not
pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after
judgment) on that amount to the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but
excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate; 
 (B) a payment is deferred pursuant
to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with
respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred
payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the
deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or 
 (C) a party fails to make any payment due to the occurrence of an Illegality or a Force 
 Majeure Event (after giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the
event or circumstance giving rise to that Illegality or Force Majeure Event continues and 

  

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

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

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

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

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

  

			
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 10. Offices; Multibranch Parties 
 (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other
party that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except
that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement
will be deemed to be repeated by each party on each date on which the parties enter into a Transaction. 
 (b) If a party is specified as a
Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in
respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing). 
 (c) The Office through
which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise
agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through
which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments
or deliveries with respect to a Transaction without the prior written consent of the other party. 
 11. Expenses 

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

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner described below (except
that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule)
and will be deemed effective as indicated:— 
 (i) if in writing and delivered in person or by courier, on the date it is
delivered; 
 (ii) if sent by telex, on the date the recipient’s answerback is received; 

(iii) if sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being
agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); 
 (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted; 

(v) if sent by electronic messaging system, on the date it is received; or 

  

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

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

(b) Change of Details. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging
system or e-mail details at which notices or other communications are to be given to it. 
 13. Governing Law and Jurisdiction

 (a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the
Schedule. 
 (b) Jurisdiction. With respect to any suit, action or proceedings relating to any dispute arising out of or in
connection with this Agreement (“Proceedings”), each party irrevocably:— 
 (i) submits:— 

(1) if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the
Proceedings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or 
 (2) if this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court
located in the Borough of Manhattan in New York City; 
 (ii) waives any objection which it may have at any time to the laying of
venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party; and 
 (iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in
any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction. 
 (c) Service of
Process. Each party irrevocably appoints the Process Agent, if any, specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process
Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided
for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law. 
 (d) Waiver of Immunities. Each party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property,
(iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 

  

			
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 14. Definitions 
 As used in this Agreement:— 
 “Additional Representation” has the
meaning specified in Section 3. 
 “Additional Termination Event” has the meaning specified in Section 5(b).

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

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event,
Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all
Transactions unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that Transaction) and
(b) with respect to any other Termination Event, all Transactions. 
 “Affiliate” means, subject to the Schedule,
in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose,
“control” of any entity or person means ownership of a majority of the voting power of the entity or person. 

“Agreement” has the meaning specified in Section 1(c). 
 “Applicable Close-out Rate” means:— 
 (a) in respect of the
determination of an Unpaid Amount:— 
 (i) in respect of obligations payable or deliverable (or which would have been but
for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; 
 (ii) in respect of obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; 
 (iii) in respect of
obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and 
 (iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and 

(b) in respect of an Early Termination Amount:— 
 (i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:—

 (1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate; 

(2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and 

(3) in all other cases, the Applicable Deferral Rate; and 

  

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

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

“Applicable Deferral Rate” means:— 
 (a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant interbank market for overnight deposits in the
applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; 

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

(c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal
to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the
relevant amount. 
 “Automatic Early Termination” has the meaning specified in Section 6(a). 

“Burdened Party” has the meaning specified in Section 5(b)(iv). 
 “Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of
any law) that occurs after the parties enter into the relevant Transaction. 
 “Close-out Amount” means, with respect to
each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive
number) or gains of the Determining Party that are or would be realized under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material
terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but
for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in 

  

			
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Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions. 

Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures
in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated
Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable. 

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in
Section 11 are to be excluded in all determinations of Close-out Amounts. 
 In determining a Close-out Amount, the Determining Party may
consider any relevant information, including, without limitation, one or more of the following types of information:— 
 (i) quotations
(either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant
documentation, including credit support documentation, between the Determining Party and the third party providing the quotation; 
 (ii)
information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market
data in the relevant market; or 
 (iii) information of the types described in clause (i) or (ii) above from internal sources
(including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions. 

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

  

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

“Confirmation” has the meaning specified in the preamble. 
 “consent” includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent. 

“Contractual Currency” has the meaning specified in Section 8(a). 
 “Convention Court” means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in
Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters. 
 “Credit Event Upon Merger” has the meaning specified in Section 5(b). 

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

“Credit Support Provider” has the meaning specified in the Schedule. 
 “Cross-Default” means the event specified in Section 5(a)(vi). 

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as
certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 
 “Defaulting Party” has
the meaning specified in Section 6(a). 
 “Designated Event” has the meaning specified in Section 5(b)(v).

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

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

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

“electronic messages” does not include e-mails but does include documents expressed in markup languages, and
“electronic messaging system” will be construed accordingly. 
 “English law” means the law of
England and Wales, and “English” will be construed accordingly. 
 “Event of Default” has the
meaning specified in Section 5(a) and, if applicable, in the Schedule. 
 “Force Majeure Event” has the meaning
specified in Section 5(b). 
 “General Business Day” means a day on which commercial banks are open for general
business (including dealings in foreign exchange and foreign currency deposits). 
 “Illegality” has the meaning
specified in Section 5(b). 

  

			
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 “Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including,
without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or
having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a
payment under, or enforced, this Agreement or a Credit Support Document). 
 “law” includes any treaty, law, rule or
regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority), and “unlawful” will be construed accordingly. 
 “Local Business Day” means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified in the relevant Confirmation
and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the
Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the
currency of such payment and, if that currency does not have a single recognized principal financial centre, a day on which the settlement system necessary to accomplish such payment is open, (d) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance which would, if it occurred with respect to
payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and (e) in relation to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction. 

“Local Delivery Day” means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish
the relevant delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as
determined in accordance with customary market practice for the relevant delivery. 
 “Master Agreement” has the meaning
specified in the preamble. 
 “Merger Without Assumption” means the event specified in Section 5(a)(viii).

 “Multiple Transaction Payment Netting” has the meaning specified in Section 2(c). 

“Non-affected Party” means, so long as there is only one Affected Party, the other party. 

“Non-default Rate” means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a
major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect
conditions prevailing at the time in that relevant market. 
 “Non-defaulting Party” has the meaning specified in
Section 6(a). 
 “Office” means a branch or office of a party, which may be such party’s head or home office.

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

  

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

“Payer” has the meaning specified in Section 6(f). 
 “Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. 

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

“rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency. 
 “Relevant Jurisdiction” means, with respect to a party, the jurisdictions
(a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes
this Agreement and (d) in relation to any payment, from or through which such payment is made. 
 “Schedule” has
the meaning specified in the preamble. 
 “Scheduled Settlement Date” means a date on which a payment or delivery is to
be made under Section 2(a)(i) with respect to a Transaction. 
 “Specified Entity” has the meaning specified in the
Schedule. 
 “Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
 “Specified Transaction”
means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any
applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but
(i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total
return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other
financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future
becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities,
equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any combination of
these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. 

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

“Stamp Tax Jurisdiction” has the meaning specified in Section 4(e). 

  

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

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

“Terminated Transactions” means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force
Majeure Event, all Affected Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all
Transactions in effect either immediately before the effectiveness of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early Termination Date. 

“Termination Currency” means (a) if a Termination Currency is specified in the Schedule and that currency is freely
available, that currency, and (b) otherwise, Euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York. 

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination
Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being
required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot
exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would
be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination
under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. 
 “Termination
Event” means an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. 

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost)
to each party (as certified by such party) if it were to fund or of funding such amounts. 
 “Threshold Amount” means
the amount, if any, specified as such in the Schedule. 
 “Transaction” has the meaning specified in the preamble.

 “Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in
respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such
Early Termination Date and which remain unpaid as at such Early Termination Date, (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) or 5(d))
required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required
to be delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any Early
Termination Amount due prior to such Early Termination Date and which remains unpaid as 

  

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

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

									
	MORGAN STANLEY CAPITAL GROUP INC.	 		 	CHESAPEAKE GRANITE WASH TRUST
					
	By:	 	 	 		 	By:	 	 
	Name:	 		 		 	Name:	 	
	Title:	 		 		 	Title:	 	
	Date:	 		 		 	Date:	 	


  

			
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 SCHEDULE 
 to the 
 2002 MASTER AGREEMENT 

dated as of [Date] 

between 

MORGAN STANLEY CAPITAL GROUP INC. 
 a Delaware corporation 
 (“Party A”) 

and 

CHESAPEAKE GRANITE WASH TRUST 
 a Delaware statutory trust 
 (“Party B”) 

Part 1. Termination Provisions. 
 (a)
“Specified Entity” means: 
 in relation to Party A for the purpose of: 

 

			
	 Section 5(a)(v) (Default Under Specified Transaction)
	  	None Specified
		
	 Section 5(a)(vi) (Cross Default)
	  	None Specified
		
	 Section 5(a)(vii) (Bankruptcy)
	  	None Specified
		
	 Section 5(b)(v) (Credit Event Upon Merger)
	  	None Specified

 and in relation to Party B for the purpose of: 

 

			
		
	 Section 5(a)(v) (Default Under Specified Transaction)
	  	None Specified
		
	 Section 5(a)(vi) (Cross Default)
	  	None Specified
		
	 Section 5(a)(vii) (Bankruptcy)
	  	None Specified
		
	 Section 5(b)(v) (Credit Event Upon Merger)
	  	None Specified

  

	(b)	“Specified Transaction” has the meaning specified in Section 14 of the Agreement. 


 

	(c)	The “Cross Default” provisions of Section 5(a)(vi) of this Master Agreement will apply to both parties. 


 

	(d)	“Specified Indebtedness” has the meaning specified in Section 14 of this Agreement. 


 

	(e)	“Threshold Amount” means, with respect to a party, an amount equal to USD 10,000,000 (or the equivalent in another currency, currency unit or
combination thereof). 

  

	(f)	Credit Event Upon Merger applies to Party A and Party B. 

  

	(g)	The Automatic Early Termination provision of Section 6(a) of this Agreement will not apply to Party A and will not apply to Party B.



  
 29 








 (h) “Termination Currency” means United States Dollars (“USD”). 

 

	(i)	Additional Termination Event will apply. Each of the following shall constitute an Additional Termination Event with respect to Party B, in which event Party B
shall be the sole Affected Party and all Transactions shall be Affected Transactions: 

  

	 	(i)	an event of default with respect to Party B occurs under any Credit Support Document or any Credit Support Document expires or terminates; 


 

	 	(ii)	either (1) in the requirements specified in Part 6(a)(i) of the Schedule fail to be met, or (2) the requirements specified in Part 6(a)(ii) of the Schedule
fail to be met in any material respect, and in either case such failure continues for 30 days; 

  

	 	(iii)	any other Master Agreement to which Party B is a party is terminated, in circumstances where Party B is the “Defaulting Party” or the sole “Affected
Party” as defined therein; 

  

	 	(iv)	the obligations of Party B hereunder cease to rank at least pari passu with the obligations of Party B under any other Master Agreement other than solely as a result of
actions of Party A; 

  

	 	(v)	the obligations of Party B hereunder cease to be secured, on an equal and ratable basis with the obligations of Party B under any other Master Agreement, by the
collateral that is Collateral under any Credit Support Document in each case other than solely as a result of actions of Party A; 

  

	 	(vi)	either (1) Party B or Chesapeake fails to perform any of its payment obligations under the Collateral Agency Agreement and such failure continues for two Business
Days after notice of such failure is delivered to Party B, or (2) Party B or Chesapeake fails to observe, perform, or fulfill any of the covenants, terms, and provisions other than payment obligations applicable to it under the Collateral
Agency Agreement and such failure continues for 30 days after notice of such failure is delivered to Party B; and 

  

	 	(vii)	all or substantially all of the collateral covered by the Collateral Agency Agreement is released for any reason whatsoever, in each case other than solely as a result
of actions of Party A. 

  

	(j)	Grace Periods. Section 5(a)(i) shall be modified in the third line thereof to delete the word “first” in the two places where it occurs and
replace it with the word “second”. 

 Section 5(a)(iii)(1) shall be modified to add the following
proviso at the end thereof: “provided that such default continues for at least two Local Business Days”. 
 Part 2.
Representations. 
  

	(a)	Party A and Party B Tax Representations. For the purpose of Section 3(e) of this Agreement, each of Party A and Party B makes the following representation:


 It is not required by any applicable law, as modified by the practice of any relevant governmental revenue
authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on: (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other


  
 30 








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

	(b)	(i)     For the purpose of Section 3(f) of this Master Agreement, Party A makes the following representations: 


It is a corporation organized under the laws of the State of Delaware and is an exempt recipient under Section 1.6049-4(c)(1)(ii) of
the United States Treasury Regulations. Party A’s U.S. taxpayer identification number is 13-3200368. 
  

	 	(ii)	For the purpose of Section 3(f) of this Master Agreement, Party B makes the following representation: 


It is a statutory trust organized under the laws of the State of Delaware and is a United States person for U.S. federal income tax
purposes. Party B’s U.S. taxpayer identification number is 73-1395733. 
 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: 

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

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

	Party A and Party B	  	An executed United States Internal Revenue Service Form W-9 (or any successor thereto).	  	(i) On a date which is before the first Scheduled Payment Date under this Master Agreement, (ii) promptly upon reasonable demand by either party, and (iii) promptly upon learning
that any such form previously provided by either party has become obsolete, incorrect or ineffective.

 (b) Other documents to be delivered are: 

 

							
	 Party required to

deliver document
	  	 Form/Document/Certificate
	  	 Date by which to be delivered
	  	 Covered by
Section 3(d)
Representation

	Party A and Party B	  	Certificate of authority and specimen signatures for individuals executing this Master Agreement and any Credit Support Document	  	Promptly upon execution of this Master Agreement, and thereafter as soon as practicable following written demand	  	Yes


  
 31 









							
	 Party required
to deliver document
	  	 Form/Document/Certificate
	  	 Date by which to be delivered
	  	 Covered by
Section 3(d)
Representation

	Party B	  	A duly executed and delivered copy of each Credit Support Document specified in Part 4(f) herein	  	Upon execution of this Master Agreement and from time to time thereafter as and when required under the Collateral Agency Agreement	  	Yes
				
	Party A	  	A duly executed and delivered copy of each Credit Support Document specified in Part 4(g) herein	  	Upon execution of this Master Agreement	  	Yes
				
	Party A	  	Most recent, publicly available, annual audited consolidated financial statement of Party A’s Credit Support Provider for its most recently ended fiscal year, prepared in
accordance with generally accepted accounting principles in the country in which such entity is organized and certified by independent certified public accountants or chartered accountants.	  	Where such financial statement is not reasonably publicly available on “EDGAR” or Party A’s Internet home page, promptly following reasonable demand by Party B after
being made publicly available	  	Yes
				
	Party A	  	Copy of the most recent, publicly available interim report of Party A’s Credit Support Provider containing unaudited financial statements; prepared in accordance with generally
accepted accounting principles in the country in which such party is organized	  	Where such financial statement is not reasonably publicly available on “EDGAR” or such Credit Support Provider’s Internet home page, promptly following reasonable
demand by Party B after being made publicly available	  	Yes
				
	Party B	  	A copy of all relevant formation documents (such as certificate of formation and trust agreement), disclosure documents (such as offering memorandum), a list of all principals (such
as directors / trustees / general partners) (in each case as may be amended from time to time), the government-issued or taxpayer identification number (as applicable), and any other documentation required to meet customer identification program
requirements.	  	The earlier of (i) execution of this Agreement and (ii) the trade date of the first Transaction and as deemed necessary for any further documentation.	  	Yes


  
 32 









							
	 Party required
to deliver document
	  	 Form/Document/Certificate
	  	 Date by which to be delivered
	  	 Covered by
Section 3(d)
Representation

				
	Party B	  	The Reserve Report and Drilling Report (as described in Parts 6(b) and 6(c) of this Schedule).	  	As required by Part 6(b) and 6(c) of this Schedule.	  	Yes
				
	Party A and Party B	  	Such other documents as the other party may reasonably request.	  	Upon request	  	No

 Part 4. Miscellaneous. 
  

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


 

	 	(i)	Address for notices or communications to Party A: 

 For notices or communications with respect to Section 5 or 6 only: 
 c/o Morgan Stanley & Co. LLC 
 1585 Broadway 

New York, New York 10036-8293 
 Attention:           Close-out Notices 
 With a mandatory copy to: 
 Facsimile No.:    
+1 212 507 4622 
 For notices or communications with respect to all purposes other than Section 5 or 6:

 c/o Morgan Stanley & Co. LLC 

1585 Broadway 
 New York, New York 10036-8293 

Attention:       Miscellaneous Notices 

Facsimile No.:         +1 212 404 9899 

 

	 	(ii)	Address for notices or communications to Party B: 

 Chesapeake Granite Wash Trust 
 c/o The Bank of New York Mellon
Trust Company, N.A. 
 919 Congress Avenue, Suite 500 

Austin, Texas 78701 
 Attention:         Michael J. Ulrich 
 Telephone No.:    (512) 236-6599 
 Facsimile
No.:    (512) 236-9275 
  

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


 

	 	(i)	Party A irrevocably appoints as its Process Agent: Not Applicable 

  

	 	(ii)	Party B irrevocably appoints as its Process Agent: Not Applicable 

  

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


 

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


  
 33 








 Party A is not a Multibranch Party. 

Party B is not a Multibranch Party 
  

	(e)	“Calculation Agent” means Party A; provided, however, that if an Event of Default shall occur and be continuing under which Party A is the Defaulting
Party, then the Calculation Agent will be Party B for so long as Party A is a Defaulting Party. 

  

	(f)	“Credit Support Document” means with respect to the obligations of Party B: (i) the Mortgage, (ii) Collateral Agency Agreement, and
(iii) the Credit Support Annex attached hereto. 

  

	(g)	“Credit Support Document” means, with respect to the obligations of Party A: (i) the Credit Support Annex attached hereto, and (ii) a
Guarantee, made by Morgan Stanley in favor of Party B as beneficiary thereof. 

  

	(h)	“Credit Support Provider” means in relation to Party A: Morgan Stanley, a Delaware corporation. 


 

	(i)	“Credit Support Provider” means in relation to Party B: not applicable. 


 

	(j)	“Mortgage” means the Mortgage dated as of             , 2011 by Party B in favor of the
Collateral Agent. 

  

	(k)	Governing Law; Jurisdiction. Sections 13(a) and (b) of the Agreement shall be deleted and replaced with the following: 


 

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


 

	 	(b)	Jurisdiction. With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement
(“Proceedings”), each party: 

  

	 	(i)	irrevocably submits to the 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 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 if: 

 

	 	(A)	the courts of the State of New York or the United States District Court located in the Borough of Manhattan in New York City lacks jurisdiction over the parties or the
subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; 

  

	 	(B)	the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any
court in which Proceedings may be brought as provided hereunder; 

  

	 	(C)	the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s
decisions or 


  
 34 









	 	  	judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or


  

	 	(D)	any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate (including, without
limitation, any suit, action or proceeding described in Section 5(a)(vii)(4) of this Agreement), and, in order to exercise or protect its rights, interests or remedies under this Agreement, the party (1) joins, files a claim, or takes any
other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”


  

	(l)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document. 

  

	(m)	Netting of Payments. “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of this Agreement to all Transactions under
this Agreement. 

  

	(n)	“Affiliate” has the meaning specified in Section 14 of this Agreement, but excludes Morgan Stanley Derivative Products Inc.


  

	(o)	Absence of Litigation. For the purpose of Section 3(c) of this Agreement “Specified Entity” shall mean Affiliates in relation to both parties.


  

	(p)	No Agency. The provisions of Section 3(g) will apply to this Agreement. 


 

	(q)	Additional Representation will apply. For the purpose of Section 3 of this Agreement the following Section 3(h) will constitute an Additional
Representation: 

  

	 	(h)	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): 

  

	 	(1)	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, and the other party is not acting with respect to any communication (written or oral) as a “municipal advisor,” as such term is defined in Section 975 of the U.S. Dodd-Frank Wall Street Reform &
Consumer Protection Act; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice, advice provided by a municipal advisor 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; 


 

	 	(2)	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; and 


 

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


  
 35 









	(r)	Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel
of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent
permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. 

 Part 5. Other
Provisions. 
  

	(a)	Additional Representations. In addition to the provisions addressed above in Part 4 of the Schedule, Section 3 of this Agreement is hereby amended by adding
at the end thereof the following sub-paragraphs: 

  

	 	(i)	Non-ERISA Representation. It continuously represents that it is not (i) an employee benefit plan (hereinafter an “ERISA Plan”), as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title I of ERISA or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or subject to any other
statute, regulation, procedure or restriction that is materially similar to Section 406 of ERISA or Section 4975 of the Code (together with ERISA Plans, “Plans”), (ii) a person any of the assets of whom constitute assets of
a Plan, or (iii) in connection with any Transaction under this Agreement, a person acting on behalf of a Plan, or using the assets of a Plan. It will provide notice to the other party in the event that it is aware that it is in breach of any
aspect of this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period it will breach this representation. 


 

	 	(ii)	Eligible Contract Participant. It is an “Eligible Contract Participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended.


  

	(b)	2005 Commodity Definitions. This Master Agreement and each Transaction are subject to the 2005 ISDA Commodity Definitions (the “Commodity
Definitions”), as published by the International Swaps and Derivatives Association, Inc. and will be governed by the provisions of the Commodity Definitions. The provisions of the Commodity Definitions are incorporated by reference in, and
shall form part of, this Master Agreement and each Confirmation. Any reference to a “Swap Transaction” in the Commodity Definitions is deemed to be a reference to a “Transaction” for purposes of this Master Agreement or any
Confirmation, and any reference to a “Transaction” in this Master Agreement or any Confirmation is deemed to be a reference to a “Swap Transaction” for purposes of the Commodity Definitions. The provisions of this Master
Agreement (exclusive of the Commodity Definitions) shall prevail in the event of any conflict between such provisions and the Commodity Definitions. In the event of any inconsistency between the provisions of any Confirmation and this Master
Agreement or the Commodity Definitions, such Confirmation will prevail for the purpose of the relevant Transaction. 

  

	(c)	Scope of Agreement. This Master Agreement shall apply only to Covered Transactions entered into between Party A and Party B. 


 

	(d)	Procedures for Entering Into Transactions. Party A will deliver to Party B a Confirmation relating to each Transaction. 


 

	(e)	Form of Agreement. The parties hereby agree that the text of the body of the Agreement is intended to be the printed form of 2002 ISDA Master Agreement as
published and copyrighted by the International Swaps and Derivatives Association, Inc. 

  

	(f)	Conditions Precedent. Section 2(a)(iii)(1) of the Agreement shall be modified to insert the words “Additional Termination Event” after the words
“Event of Default” in line 2 thereof. 


  
 36 









	 	Section	2(a)(iii) is further amended by the insertion of the following sentence at the end of the existing provision: 


“Any obligation of a party that is deferred in accordance with this Section 2(a)(iii) shall become due upon satisfaction of the
relevant condition precedent.” 
  

	(g)	Collateral Agency Agreement. 

  

	 	(i)	Party B hereby acknowledges that Party A is a secured party under the Collateral Agency Agreement with respect to this Master Agreement. 


 

	 	(ii)	On the date Party B executes and delivers this Master Agreement and on each date on which a Transaction is entered into, Party B hereby represents and warrants to
Party A that: the Collateral Agency Agreement is in full force and effect; Party B is not party to any separate agreement with any of the parties to the Collateral Agency Agreement that would have the effect of diminishing or impairing the
rights, interests or benefits that have been granted to Party A under, and which are expressly set forth in, the Collateral Agency Agreement; this Master Agreement constitutes a “Approved Swap Agreement” under the Collateral Agency
Agreement, and; Party A constitutes a “Swap Counterparty” under the Collateral Agency Agreement. In addition, on each date on which a Transaction is entered into, Party B hereby represents and warrants to Party A that: Party B’s
obligations under this Master Agreement are secured under the Credit Support Documents, and neither the consent of Collateral Agent nor any of the Swap Counterparties (other than Party A) is required for Party B to enter into that Transaction or for
Party A to be entitled with respect to that Transaction to the rights, interests and benefits granted to Party A under the Collateral Agency Agreement. 

  

	(h)	Consent to Notice and Communications. Party B hereby consents to Party A at any time providing the Collateral Agent with copies of this Master Agreement,
excluding Confirmations. In addition, Party A shall not be precluded from communicating with the Collateral Agent or any party to, or any third party beneficiary under, the Collateral Agency Agreement for the purpose of exercising, enforcing or
protecting any of Party A’s rights or remedies under this Master Agreement or any rights, interests or benefits granted to Party A under the Collateral Agency Agreement. 


 

	(i)	Applicable Rate, Etc. For purposes of this Agreement, in no event shall the interest rate payable by Party B on any amounts owing by it hereunder exceed three
month LIBOR (as determined from time to time) plus 2% per annum. 

  

	(j)	2002 Master Agreement Protocol. The parties agree that the definitions and provisions contained the 2002 Master Agreement Protocol, as published on 15 July
2003 by The International Swaps and Derivatives Association Inc., are incorporated into and apply to this Agreement as if set out in full herein, for the purpose of indicating agreement by the parties to the amendments set out in Annexes 1 to 18 of
the Protocol. References in the Protocol to a 2002 Master shall be deemed to be a reference to this Agreement. 

 Part 6.
Additional Provisions. 
 Certain Definitions. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, and “including” shall be deemed to be
followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The term “date hereof” refers to the date first written above. Unless
the context requires otherwise, (1) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated,
supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth therein or herein), (2) references 

  
 37 








 
to any law, constitution, statute, treaty, regulation, rule or ordinance, including any section or other part thereof (each for purposes of this paragraph, a “law”), shall refer to that
law as amended from time to time and shall include any successor law, (3) any references herein to any Person shall be construed to include such Person’s successors and permitted assigns, (4) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (5) all references herein to Sections, Parts, Annexes,
Schedules and Exhibits shall be construed to refer to Sections and Parts of, and Annexes, Schedules and Exhibits to, this Agreement. 
 As used
herein, the following terms have the meanings given to them below: 
 “Chesapeake” means Chesapeake
Energy Corporation, or any successor thereto or assign thereof that is reasonably satisfactory to Party A. 

“Closing Date” means             , 2011. 

“Collateral Agency Agreement” means that certain collateral agency agreement dated as of the Closing Date among
Party A, Party B, the Collateral Agent and each of the other parties to “Approved Swap Agreements” referred to therein. 
 “Collateral Agent” has the meaning set forth in the Credit Support Annex attached hereto. 
 “Covered Transaction” means a Transaction under this Agreement, dated as of [            , 2011] that is an
over-the-counter commodity derivative that conforms to the requirements of “Approved Swap Agreement” as set out in the Collateral Agency Agreement. 
 “Cumulative Minimum Well Requirement” shall have the meaning set forth in Part 6(a). 
 “Drilling Report” shall have the meaning set forth in Part 6(c). 
 “Independent Engineer” shall mean Ryder Scott Company, L.P. or such other independent third-party engineering firm as may be reasonably acceptable to Party A that, at the time of
the applicable Reserve Report, has been engaged by Party B to provide the independent reserve engineers reports for Party B in connection with its SEC reporting obligations. 
 “Master Agreement” means a master agreement on the form of the 2002 ISDA Master Agreement, containing substantially the same terms as this Agreement, forming a part of an
“Approved Swap Agreement” under the Collateral Agency Agreement. 
 “Person” means an
individual, corporation (including a business trust), partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or
government or any agency or political subdivision thereof. 
 “Reasonably Prudent Operator Standard”
means the standard of conduct of a reasonably prudent oil and gas operator under the same or similar circumstances, acting with respect to its own property, disregarding the existence of Party B’s royalty interests as burdens on such
properties. 
 “Reference Period” means each period commencing on the Closing Date and ending on a
“Reference Period End Date” in the table set forth in Part 6(a)(i). 
 “Reserve Report” shall
have the meaning set forth in Part 6(b). 
 “Underlying Properties” means the producing wells and
development wells in Washita County, Oklahoma in which Party B owns royalty interests. 

  
 38 









	(a)	Drilling Covenants.  

 (i)
From the Closing Date until June 30, 2016, Chesapeake shall drill and complete, or cause to be drilled and completed, or participate as a non-operator in the drilling of, the development wells in accordance with the drilling plan set forth
hereunder (the “Cumulative Minimum Well Requirement”). 
  

					
	 Reference Period End Date
	  	Cumulative Minimum Well
Requirement	 
	 December 31, 2011
	  	 	38	  
	 June 30, 2012
	  	 	52	  
	 December 31, 2012
	  	 	69	  
	 June 30, 2013
	  	 	78	  
	 December 31, 2013
	  	 	85	  
	 June 30, 2014
	  	 	90	  
	 December 31, 2014
	  	 	97	  
	 June 30, 2015
	  	 	108	  
	 December 31, 2015
	  	 	111	  
	 June 30, 2016
	  	 	117	  

 For the avoidance of doubt, the number of Producing Wells (as defined in the Party B’s prospectus
dated [        ], 2011 for its initial public offering) as of the Closing Date shall be included in the cumulative number of wells drilled and completed under this Section 6(a)(i). 

(ii) In drilling the development wells: (1) Chesapeake shall drill and complete the development wells in a manner consistent with the
manner in which the Producing Wells (as defined in the Party B’s prospectus dated             , 2011 for its initial public offering) were drilled, (2) Chesapeake shall equip for
production each development well that is successfully completed, shall use commercially reasonable best efforts to connect such well to a gathering line, pipeline or other storage or marketing facility and, when such well is equipped and connected
to a gathering line, pipeline or other storage or marketing facility, shall commence production, and (3) in any event, Chesapeake shall act in accordance with the Reasonably Prudent Operator Standard. 

 

	(b)	Engineering Reports. Party B hereby agrees to cause the Independent Engineer to deliver to the Collateral Agent and to Party A, promptly following the end of
each Reference Period, a reserve engineers’ report (a “Reserve Report”) that sets forth the total reserves estimated to be attributable to Party B’s interest in the Underlying Properties (as defined in Party
B’s prospectus dated             , 2011 for its initial public offering) as of the end of such Reference Period and such other information as is typically included in, or required
under SEC rules to be included in, reserve engineers reports; provided that each Reserve Report as of December 31 shall be delivered to Party A on or before the date on which the Trust’s Annual Report on Form 10-K relating to the most
recently completed year is required to be filed with the SEC and that each Reserve Report as of June 30 shall be delivered to Party A on or before the date on which a similar reserve report as of June 30 is required to the delivered by
Chesapeake to its counterparties under its multi-party hedging facility (dated February 4, 2011) or, if no such requirement exists, on or before August 31. 


 

	(c)	Factual Drilling Reports. Party B hereby agrees to deliver to Collateral Agent and to Party A, promptly after (but in no event later than 45 days following) the
end of each Reference Period, a report (a “Drilling Report”) that sets forth (i) the total number of development wells drilled and completed during such Reference Period, and (ii) the total number of development
wells drilled and completed since the Closing Date. 


  
 39 








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

									
	MORGAN STANLEY CAPITAL GROUP INC.	 		 	CHESAPEAKE GRANITE WASH TRUST
					
	By:	 	 	 		 	By:	 	 
		 	Name:	 		 		 	Name:
		 	 Title:
	 		 		 	 Title:

		 	 Date:
	 		 		 	 Date:



  
 40 









			
	 (Bilateral Form)
	 	(ISDA Agreements Subject to New York Law Only)

  
 ISDA® 
 International Swaps and Derivatives Association, Inc. 

 
 CREDIT SUPPORT ANNEX 

 
 to the Schedule to the 

MASTER AGREEMENT 
  

dated as of [DATE] 
  

between 
  

					
	MORGAN STANLEY CAPITAL GROUP INC.	  		  	CHESAPEAKE GRANITE WASH TRUST
			
		  	and	  	
			
	 (“Party A”)
	  		  	 (“Party B”)


  
 This Annex supplements, forms part of, and is
subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. 
  

Accordingly, the parties agree as follows:— 
  

Paragraph 1. Interpretation 
  

(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings
specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions
of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail. 

 
 (b) Secured Party and Pledgor. All references in this
Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that capacity; provided, however,
that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not
subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties. 

 
 Paragraph 2. Security Interest 

 
 Each party, as the Pledgor, hereby pledges to the other party, as the
Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the
Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral
will be released immediately and, to the extent possible, without any further action by either party. 






 Copyright © 1994 by International Swaps and Derivatives Association, Inc. 

 
 Paragraph 3. Credit Support Obligations 

 
 (a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a
demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible
Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the
Pledgor for any Valuation Date will equal the amount by which: 
  
 (i) the Credit Support Amount 
  
 exceeds 
  
 (ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party. 
  

(b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the
Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a
Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for
any Valuation Date will equal the amount by which: 
  

(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party 

 
 exceeds 

 
 (ii) the Credit Support Amount. 

 
 “Credit Support Amount” means, unless otherwise
specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus
(iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever
the calculation of Credit Support Amount yields a number less than zero. 
  
 Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions 
  

(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs
3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that: 
  
 (i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and 
  
 (ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the other party. 
  
 (b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the
Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later
than the close of business on the second Local Business Day thereafter. 
  
 (c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business 
  
 ISDA® 1994 

  
 2 







 
Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation). 

 
  

(d) Substitutions. 
  

(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be
exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and 

 
 (ii) subject to Paragraph 4(a), the Secured Party will
Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless
otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted
Credit Support equal to the Value as of that date of the Substitute Credit Support. 
  
 Paragraph 5. Dispute Resolution 
  
 If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or
Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following
(X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer
the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above
or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then: 

 
 (i) In the case of a dispute involving a Delivery Amount or
Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by: 

 
 (A) utilizing any calculations of Exposure for the
Transactions (or Swap Transactions) that the parties have agreed are not in dispute; 
  
 (B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market
Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap
Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and 

 
 (C) utilizing the procedures specified in Paragraph 13 for
calculating the Value, if disputed, of Posted Credit Support. 
  
 (ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer
pursuant to Paragraph 13. 
  
 Following a recalculation pursuant
to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The
appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer. 

 
 ISDA® 1994 

  
 3 







 Paragraph 6. Holding and Using Posted Collateral 

 
 (a) Care Of Posted Collateral. Without limiting the
Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have
exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have
no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto. 

 
 (b) Eligibility to Hold Posted Collateral; Custodians. 

  
 (i) General. Subject to the
satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party.
Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian
will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting. 
  

(ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions
for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it
to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions. 
  

(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same
extent that the Secured Party would be liable hereunder for its own acts or omissions. 
  
 (c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if
the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with
respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to: 
  

(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use
in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and 

 
 (ii) register any Posted Collateral in the name of the
Secured Party, its Custodian or a nominee for either. 
  
 For
purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be
deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

  
 (d) Distributions and Interest Amount.

  
 (i) Distributions.
Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to
receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date 
  

ISDA® 1994 

  
 4 







 
of calculation will be deemed to be a Valuation Date for this purpose). 
  

(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any
interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times
specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation
Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph
2. 
  
 Paragraph 7. Events of Default 

 
 For purposes of Section 5(a)(iii)(l) of this Agreement, an Event of
Default will exist with respect to a party if: 
  

(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the
Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party; 

 
 (ii) that party fails to comply with any restriction or
prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or 

 
 (iii) that party fails to comply with or perform any
agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party. 

 
 Paragraph 8. Certain Rights and Remedies 

 
 (a) Secured Party’s Rights and Remedies. If at any
time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition
with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: 

 
 (i) all rights and remedies available to a secured party
under applicable law with respect to Posted Collateral held by the Secured Party; 
  
 (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; 

 
 (iii) the right to Set-off any amounts payable by the
Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and 

 
 (iv) the right to liquidate any Posted Collateral held by
the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the
Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the
liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. 

 
 Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice
that is required under 
  
 ISDA® 1994


  
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applicable law and cannot be waived. 
  
 (b) Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with
respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under
Section 6(e) of this Agreement): 
  
 (i) the Pledgor
may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party; 
  

(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if
any; 
  
 (iii) the Secured Party will be obligated
immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and 
  
 (iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may: 
  
 (A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or
the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and 
  

(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor
with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor. 

 
 (c) Deficiencies and Excess Proceeds. The Secured Party
will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any
Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b). 

 
 (d) Final Returns. When no amounts are or thereafter may
become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if
any. 
  
 Paragraph 9. Representations 

 
 Each party represents to the other party (which representations will be
deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that: 
  

(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all
necessary actions to authorize the granting of that security interest and lien; 
  
 (ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other
restrictions other than the security interest and lien granted under Paragraph 2; 
  
 (iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming
that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under
applicable law for perfection of that interest); and 
  
 (iv) the performance by it of its obligations under this Annex will not result in the creation of any 
  

ISDA® 1994 

  
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security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2. 

 
 Paragraph 10. Expenses 

 
 (a) General. Except as otherwise provided in Paragraphs
10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection
herewith. 
  
 (b) Posted Credit Support. The
Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that
Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Paragraph
6(c). 
  
 (c) Liquidation/Application of Posted Credit
Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted
Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

  
 Paragraph 11. Miscellaneous 

 
 (a) Default Interest. A Secured Party that fails to
make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate
multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed. 

 
 (b) Further Assurances. Promptly following a demand made
by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party
to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest
Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount. 
  

(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against,
any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action,
proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c). 
  
 (d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made
by either party, will be made in good faith and in a commercially reasonable manner. 
  
 (e) Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as
otherwise provided in Paragraph 13. 
  
 (f) Specifications of
Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

  
 ISDA® 1994 

  
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 Paragraph 12. Definitions as Used in this Annex: 

 
 As used in this Annex:- 

 
 “Cash” means the lawful currency of the United States
of America. 
  
 “Credit Support Amount” has
the meaning specified in Paragraph 3. 
  

“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13. 
  
 “Delivery Amount” has the meaning specified in Paragraph 3(a). 

 
 “Disputing Party” has the meaning specified in
Paragraph 5. 
  
 “Distributions” means with
respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under
Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any
distributions on that collateral, unless otherwise specified herein. 
  
 “Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13. 

 
 “Eligible Credit Support” means Eligible Collateral
and Other Eligible Support. 
  
 “Exposure”
means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured
Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all
Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be
paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”). 
  

“Independent Amount” means, with respect to a party, the amount specified as such for that party in Paragraph
13; if no amount is specified, zero. 
  

“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of interest
calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

  
 (x) the amount of that Cash on that day;
multiplied by 
  
 (y) the Interest Rate in effect
for that day; divided by 
  
 (z) 360. 

 
 “Interest Period” means the period from (and
including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or
received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred. 
  

“Interest Rate” means the rate specified in Paragraph 13. 

 
 “Local Business Day,” unless otherwise specified in
Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex. 

 
 ISDA® 1994 

  
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 “Minimum Transfer Amount”
means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. 
  

“Notification Time” has the meaning specified in Paragraph 13. 
  
 “Obligations” means, with respect to a party, all present and future obligations of that party
under this Agreement and any additional obligations specified for that party in Paragraph 13. 
  
 “Other Eligible Support” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13. 

 
 “Other Posted Support” means all Other Eligible
Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party. 
  

“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit
Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a). 
  
 “Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured
Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred
pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash. 
  
 “Posted Credit Support” means Posted Collateral and Other Posted Support. 
  

“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided,
however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3. 

 
 “Resolution Time” has the meaning specified in
Paragraph 13. 
  
 “Return Amount” has the
meaning specified in Paragraph 3(b). 
  
 “Secured
Party” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support. 

 
 “Specified Condition” means, with respect to a party,
any event specified as such for that party in Paragraph 13. 
  

“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i). 

 
 “Substitution Date” has the meaning specified in
Paragraph 4(d)(ii). 
  
 “Threshold” means,
with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. 
  

“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and
in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable: 
  

(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified
by the recipient; 
  
 (ii) in the case of
certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments
in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient; 
  

(iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant
depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the
relevant interest to the recipient; and 
  

(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13. 

 
 ISDA® 1994 

  
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 “Valuation Agent” has the meaning specified in Paragraph 13. 

 
 “Valuation Date”
means each date specified in or otherwise determined pursuant to Paragraph 13. 
  
 “Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph 13. 

 
 “Valuation Time” has
the meaning specified in Paragraph 13. 
  
 “Value” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

  
 (i) Eligible Collateral or Posted Collateral
that is: 
  
 (A) Cash, the amount thereof, and

  
 (B) A security, the bid price obtained by the
Valuation Agent multiplied by the applicable Valuation Percentage, if any; 
  
 (ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and 
  

(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13. 

 
 ISDA® 1994 

  
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 Paragraph 13. Elections and Variables. 
  

	(a)	 	Security Interest for Obligations. The term “Obligations” as used in this Annex includes the following additional obligations:


  
 With respect to Party A: None.

  
 With respect to Party B: None. 

 

	(b)	 	Credit Support Obligations 

  

	 	(i)	 	     

  

	 	(A)	 	“Delivery Amount” has the meaning specified in Paragraph 3(a) of this Annex. 


 

	 	(B)	 	“Return Amount” has the meaning specified in Paragraph 3(b) of this Annex. 


 

	 	(C)	 	“Credit Support Amount” has the meaning specified in Paragraph 3 of this Annex. 


 

	 	(ii)	 	Eligible Collateral. The following items shall qualify as “Eligible Collateral” for the party specified:


  

													
	 	  	Party
A	 	  	Party
B	 	  	Valuation
Percentage	 
	 (A) Cash
	  	 	X	  	  	 	X	  	  	 	100	% 
				
	 (B) U.S. treasury securities having a remaining maturity of up to and not more than 180 days
	  	 	X	  	  	 	X	  	  	 	99.50	% 
	 (C) U.S. treasury securities having a remaining maturity of more than 180 days and up to and not more than 1 year
	  	 	X	  	  	 	X	  	  	 	99.00	% 

  
 “Treasury
Securities” means U.S. Dollar-denominated senior debt securities of the United States of America issued by the U.S. Treasury Department and backed by the full faith and credit of the United States of America. 

 

	 	(iii)	 	Other Eligible Support. The following items shall qualify as “Other Eligible Support” for the party specified: Not
applicable.

  

	 	(iv)	 	Thresholds. 

  

	 	(A)	 	“Independent Amount” means, with respect to Party A: Zero.


 
 “Independent Amount” means, with
respect to Party B: Zero.
  

	 	(B)	 	“Threshold” means with respect to Party A, at any time the amount specified in the table below opposite whatever is the lower of the Relevant
Ratings at that time assigned by the Rating Agencies, provided that: 

  

	 	(a)	if only one Rating Agency assigns a Relevant Rating, the Threshold will be the amount specified in the table below opposite that rating; 


 

	 	(b)	if neither Rating Agency assigns or both Rating Agencies cease to assign a Relevant Rating, the Threshold shall be zero; and 


  
 11 









	 	(c)	if an Event of Default or Additional Termination Event (where all transactions are Affected Transactions) with respect to Party A has occurred and is continuing, the
Threshold shall be zero: 

  

“Relevant Rating” means the rating assigned to the long term, senior, unsecured debt of, of Party
A’s Credit Support Provider; and 
  

“Rating Agency” means Standard & Poor’s Ratings Group
(“S&P”) and Moody’s Investors Services, Inc. (“Moody’s”) and “Rating Agency” means either one of them. 

 

					
	Moody’s Rating
(Senior unsecured
debt)	  	S&P Rating
(Senior unsecured
debt)	  	Threshold
			
	 Aa2 or above
	  	 AA or above
	  	 USD 250,000,000

			
	 Aa3
	  	 AA–
	  	 USD 200,000,000

			
	 A1
	  	 A+
	  	 USD 100,000,000

			
	 A2
	  	 A
	  	 USD   50,000,000

			
	 A3
	  	 A–
	  	 USD   25,000,000

			
	 Baa1 or below
	  	 BBB+ or below
	  	
USD                  
0


  

“Threshold” means with respect to Party B: infinity. 
  

	 	(C)	 	“Minimum Transfer Amount” means with respect to either party USD 100,000; 


 
 provided, however, that if an Event of Default or
Additional Termination Event (where all Transactions are Affected Transactions) with respect to a party has occurred and is continuing, the Minimum Transfer Amount with respect to such party shall be zero. 

 

	 	(D)	 	Rounding. The Delivery Amount and the Return Amount will be rounded up and down, respectively, to the nearest integral multiple of USD 10,000.


  

	(c)	 	Valuation and Timing. 

  

	 	(i)	 	“Valuation Agent” means Party A. Paragraph 4(c) shall be amended by inserting the following language at the start of the second sentence
thereof: “Upon receipt of a request from Party B received not later than Notification Time on a Valuation Date,”.

  

	 	(ii)	 	“Valuation Date” means each New York Banking Day (as defined in the 2006 ISDA Definitions as published by the International Swaps and
Derivatives Association, Inc. (“ISDA”) without regard to any amendment after the date hereof). 

  

	 	(iii)	 	“Valuation Time” means the close of business in New York on the New York Banking Day before the Valuation Date or date of calculation, as
applicable, or any time on the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure shall be made as of approximately the same time on the same date. 


 

	 	(iv)	 	“Notification Time” means 10:00 a.m., New York time, on a Local Business Day. 


 

	(d)	 	 Conditions Precedent and Secured Party’s Rights and Remedies. For the purposes of this Annex, each Additional Termination Event
shall be a Specified Condition with respect to the relevant party and each Termination Event other than an Additional Termination Event shall be a Specified Condition with respect to a




  
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party if such party fails to pay when due any amount payable by it in connection with an Early Termination Date designated in connection with that Termination Event. 


 

	(e)	 	Substitution. 

  

	 	(i)	 	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii). 

  

	 	(ii)	 	Consent. The Pledgor need not obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d).


 

	(f)	 	Dispute Resolution. 

  

	 	(i)	 	“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a
dispute under Paragraph 5 of this Annex. 

  

	 	(ii)	 	Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support or of any Transfer of Eligible Credit Support or Posted
Credit Support, as the case may be, will be calculated by the Valuation Agent in accordance with standard market practice using third party sources (such as, by way of example only, Bloomberg or Reuters) where available. 


 

	(g)	 	Holding and Using Posted Collateral. 

  

	 	(i)	 	Eligibility to Hold Posted Collateral; Custodians. Party B’s Custodian shall be entitled to hold Posted Collateral pursuant to Paragraph 6(b) of this
Annex; provided that the following conditions applicable to it are satisfied: 

  

	 	(1)	Party B is not a Defaulting Party. 

  

	 	(2)	Posted Collateral may be held only in the following jurisdictions: United States. 


 
 Initially, the Custodian for Party B, shall be the
Collateral Agent. “Collateral Agent” means the Collateral Agent appointed and serving under the Collateral Agency Agreement dated as of             , 2011, to which
Party A and Party B are parties (the “Collateral Agency Agreement”); initially, the Collateral Agent is Wells Fargo Bank, National Association. 

 

	 	(ii)	 	Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply, provided that Party B may cause the Custodian (serving under the Custodial
Agreement dated as of             , 2011 between Party B and Wells Fargo Bank, National Association) to invest any Posted Collateral in the form of Cash in the Wells Fargo Advantage
Government Money Market Fund, or any comparable money market fund designated by Party B (with notice of such designation provided to the Swap Counterparty Representative (serving under the Collateral Agency Agreement), Party A and Collateral Agent)
if such Government Money Market Fund is no longer available as an investment for Party B. 


  
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	(h)	 	Distributions and Interest Amount. 

  

	 	(i)	 	Interest Rate. The “Interest Rate” shall be, with respect to Eligible Collateral in the form of Cash, for any day, the rate equal to the
rate opposite the caption “Federal Funds (Effective)” for such day as published for such day in Federal Reserve Publication H.15(519) (or any successor publication) as published by the Board of Governors of the U.S. Federal Reserve System
and is not subject to compounding. 

  

	 	(ii)	 	Transfer of Interest Amount. The Transfer of the Interest Amount shall be made monthly in accordance with prevailing business practice.


  

	 	(iii)	 	Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) shall apply. 

  

	(i)	 	Additional Representation(s). Each of Party A and Party B represents that it is not a U.S. bank or thrift institution subject to the Federal Deposit
Insurance Act as amended (including amendments effected by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989). 

  

	(j)	 	Other Eligible Support and Other Posted Support. 

  

	 	(i)	 	“Value” with respect to Other Eligible Support and Other Posted Support means: Not applicable. 


 

	 	(ii)	 	“Transfer” with respect to Other Eligible Support and Other Posted Support means: Not applicable. 


 

	(k)	 	Demands and Notices. 

  

All demands, specifications and notices to Party A under this Annex shall be made to: 

 

			
	
	 2000 Westchester Avenue, First Floor

	 Purchase, NY 10577

	 Attn:
	  	 Commodities Collateral Management

	 Telephone No.:
	  	 914-225-8098 / 6131

	 Facsimile No.:
	  	 914-750-0515

	 Email:
	  	 commod_nymargin@morganstanley.com


  
 All demands, specifications
and notices to Party B under this Annex shall be made to: To be advised by Party B; 
  
 provided that any demand, specification or notice may be made by telephone (“Telephone Notice”) between employees of each party if such Telephone Notice is confirmed by a
subsequent written instruction (which may be delivered via facsimile or email) by the close of business on the same day that such Telephone Notice is given. 
  

	(l)	 	Addresses for Transfers. 

  

Party A: 

			
	 Cash:
	  	Northern Trust International, N.Y. 10048
	 ABA:
	  	026 001 122
	 Account:
	  	102897-20010, for the account of Morgan Stanley Capital Group Inc.

  
 Party B: To be advised by
Party B.

  
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	(m)	 	Other Provisions to the Annex. 

  

	 	(i)	 	Non-Waiver. Notwithstanding any other provision in this Agreement to the contrary, no full or partial failure to exercise and no delay in exercising, on
the part of Party A or Party B, any right, remedy, power or privilege permitted hereunder shall operate in any way as a waiver thereof by such party, including without limitation any failure to exercise or any delay in exercising to any or to the
full extent of such party’s rights with respect to transfer timing pursuant to Paragraph 4(b) regardless of the frequency of such failure or delay. 


 

	 	(ii)	 	Currency. In all cases, in order to facilitate calculation of the Delivery Amount and the Return Amount for a particular Valuation Date in accordance with
Paragraph 3 of this Annex: 

  

	 	(A)	Eligible Collateral; 

  

	 	(B)	Exposure; and 

  

	 	(C)	Posted Collateral 

  

shall each be expressed in US Dollars. If any of these items are expressed in a currency other than US Dollars, then they shall be
converted into US Dollar amounts at the spot exchange rate determined by the Valuation Agent on that Valuation Date. 
  

	 	(iii)	 	Form of Annex. The parties hereby agree that the text of the body of this Annex is intended to be the printed form of 1994 ISDA Credit Support Annex
(Bilateral Form – ISDA Agreements Subject to New York Law Only version) as published and copyrighted by the International Swaps and Derivatives Association, Inc. 


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

			
	 MORGAN STANLEY CAPITAL GROUP INC.
	  	CHESAPEAKE GRANITE WASH TRUST
		
	 By:______________________________________
	  	By:______________________________________
	 Name:
	  	Name:
	 Title:
	  	Title:
	 Date:
	  	Date:


  
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