EX-10.21



 Exhibit 10.21 
 (Multicurrency — Cross Border) 
  
 



 
 MASTER AGREEMENT 
 dated as of July 12, 2011 
  

					
	 RBS CITIZENS, N.A.

(“Party A”)
	  	and	  	 LKQ CORPORATION
 (“Party B”)


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

Accordingly, the parties agree as follows:— 
 1. Interpretation 
 (a) Definitions. The terms defined in Section 14 and
in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. 
 (b) Inconsistency. In the
event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement
(including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. 
 (c) Single Agreement.
All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise
enter into any Transactions. 
 2. Obligations 
 (a) General Conditions.  
 (i) Each party will make each payment or
delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. 
 (ii) Payments
under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for
payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the
relevant Confirmation or elsewhere in this Agreement. 
 (iii) Each obligation of each party under Section 2(a)(i) is
subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. 
 Copyright ©1992 by International Swap Dealers Association, Inc.








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

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

 

	 	(i)	in the same currency; and 

  

	 	(ii)	in respect of the same Transaction, 

 by each
party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over
the smaller aggregate amount. 
 The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of
all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying
that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from
such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. 

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

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

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

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

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

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

  
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 (ii) Liability. If:— 

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

(2) X does not so deduct or withhold; and 
 (3) a liability resulting from such Tax is assessed directly against X, 

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

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the
relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to
the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation
required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 
 3. Representations  
 Each party represents to the other party (which representations will
be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: 

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

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

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

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

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

  
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 (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its
knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which
it is a party. 
 (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its
Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or
any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
 (d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this
Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 
 (e)
Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. 
 (f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 

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

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to
allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and
completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, 
 in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. 
 (b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by
it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. 
 (c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to
perform its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (d) Tax Agreement. It will
give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. 

  
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 (e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or
imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is
acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance
of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 
 5. Events
of Default and Termination Events 
 (a) Events of Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:— 

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

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an
obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; 
 (iii) Credit Support Default.  
 (1) Failure by the party or any
Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has
elapsed; 
 (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support
Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support
Document relates without the written consent of the other party; or 
 (3) the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; 
 (iv)
Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or
any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; 
 (v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified
Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving
effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at
least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity
appointed or empowered to operate it or act on its behalf); 

  
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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 (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified
Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule)
which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such
party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or
instruments (after giving effect to any applicable notice requirement or grace period); 
 (vii) Bankruptcy. The
party, any Credit Support Provider of such party or any applicable Specified Entity of such party:— 
 (1) is dissolved
(other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law
or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results
in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution
or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has
a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed
or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to
(7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or 
 (viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its
assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:— 
 (1) the resulting,
surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an
agreement reasonably satisfactory to the other party to this Agreement; or 
 (2) the benefits of any Credit Support Document
fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. 
 (b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event
specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event upon Merger if the event is specified in (iii) below, and, if specified to be
applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:— 

  
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 (i) Illegality. Due to the adoption of, or any change in, any
applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):— 
 (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this
Agreement relating to such Transaction; or 
 (2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; 
 (ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next
succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 
 (iii) Tax Event Upon
Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect
of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an
additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity
(which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); 
 (iv)
Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates
or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving
or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the
Affected Party); or 
 (v) Additional Termination Event. If any “Additional Termination Event” is
specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

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

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

 

	(b)	Right to Terminate Following Termination Event.  

 (i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each
Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. 
 (ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a
loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or
Affiliates so that such Termination Event ceases to exist. 
 If the Affected Party is not able to make such a transfer it will
give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after notice is given under Section 6(b)(i). 

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

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

(iv) Right to Terminate. If:— 
 (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an
Affected Party gives notice under Section 6(b)(i); or 
 (2) an Illegality under Section 5(b)(i)(2), a Credit Event
Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, 
 either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than
one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided
that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. 

  
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	(c)	Effect of Designation.  


(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the
date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. 
 (ii) Upon the
occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other
provisions of this Agreement. The amount if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). 
  

	(d)	Calculations.  


(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each
party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any
amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market
Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. 
 (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an
Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency,
from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. 

(e) Payments on Early Termination. If an Early Termination Date occurs. the following provisions shall apply based on the parties’
election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or
payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to
this Section will be subject to any Set-off. 
 (i) Events of Default. If the Early Termination Date results from
an Event of Default:— 
 (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the
Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. 
 (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of
this Agreement. 

  
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 (3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 
 (4) Second Method and
Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party;
if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 
 (ii)
Termination Events. If the Early Termination Date results from a Termination Event:— 
 (1) One Affected
Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss
shall be calculated in respect of all Terminated Transactions. 
 (2) Two Affected Parties. If there are two Affected
Parties:— 
 (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated
Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the
lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and 

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being
terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss
(“Y”). 
 If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the
absolute value of that amount to Y. 
 (iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made
by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 

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

  
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 7. Transfer 
 Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the
prior written consent of the other party, except that:— 
 (a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and 

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

 Any purported transfer that is not in compliance with this Section will be void. 
 8. Contractual Currency 
 (a) Payment in the Contractual Currency. Each
payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement
in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered into this Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the
Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the
party receiving the payment will refund promptly the amount of such excess. 
 (b) Judgments. To the extent permitted by
applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early
termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate
amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation
between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and
in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange”
includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. 
 (c ) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums
payable in respect of this Agreement. 
 (d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a
party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 

  
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 9. Miscellaneous 
 (a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior
writings with respect thereto. 
 (b) Amendments. No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement
will survive the termination of any Transaction. 
 (d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. 
  

	(e)	Counterparts and Confirmations.  

 (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an
original. 
 (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to
those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange
of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such
counterpart, telex or electronic message constitutes a Confirmation. 
 (f) No Waiver of Rights. A failure or delay in exercising
any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or privilege. 
 (g) Headings. The headings used in this
Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 
 10. Offices; Multibranch Parties 
 (a) If Section 10(a) is specified in the Schedule as
applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party,
the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. 

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party. 
 (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and
receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

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

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

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

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

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

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

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

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

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

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party
irrevocably:— 
 (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by
English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the
State of New York; and 
 (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

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

  
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 (c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified
opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30
days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party
to serve process in any other manner permitted by law. 
 (d) Waiver of Immunities. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 

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

“Affected Party” has the meaning specified in Section 5(b). 
 “Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the
occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. 

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

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

 (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in
accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
 (c) in respect of all other obligations
payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and 

(d) in all other cases, the Termination Rate. 
 “Burdened Party” has the meaning specified in Section 5(b). 

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law
(or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. 
 “consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. 

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

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement. “Credit
Support Provider” has the meaning specified in the Schedule. 
 “Default Rate” means a rate per annum equal
to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 

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

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv). “Event of
Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule. “Illegality” has the meaning specified in Section 5(b). 
 “Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the
jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having
been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction,
but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). 

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

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

 “Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party,
the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction
or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable
condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party
may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. 
 “Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference
Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account
any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party
the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such
Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have 

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

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

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an
Event of Default. 
 “Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and
(b) to the extent practicable, from among such dealers having an office in the same city. “Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised,
managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment,
from or through which such payment is made. 
 “Scheduled Payment Date” means a date on which a payment or delivery is
to be made under Section 2(a)(i) with respect to a Transaction. 
 “Set-off” means set-off, offset, combination of
accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is
exercised by, or imposed on, such payer. 
 “Settlement Amount” means, with respect to a party and any Early Termination
Date, the sum of:— 
 (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
 (b) such party’s Loss (whether positive
or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the
determination) produce a commercially reasonable result. 
 “Specified Entity” has the meaning specified in the
Schedule. 

  
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 “Specified Indebtedness” means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
 “Specified
Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party
or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward
rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant confirmation. 
 “Stamp Tax” means any stamp,
registration, documentation or similar tax. 
 “Tax” means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or
similar tax. 
 “Tax Event” has the meaning specified in Section 5(b). 

“Tax Event Upon Merger” has the meaning specified in Section 5(b). 
 “Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from
an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early
Termination Date). 
 “Termination Currency” has the meaning specified in the Schedule. 

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

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event
Upon Merger or an Additional Termination Event. 
 “Termination Rate” means a rate per annum equal to the arithmetic
mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. 
 “Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became
payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been
so settled as at such Early Termination Date, an amount equal to the fair market 

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

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

													
	RBS CITIZENS, N.A.	 		 	LKQ CORPORATION
					
	By:  	 	



	 		 	By:  	 	




		 	Name:	 	MICHAEL J. LIBERATORE	 		 		 	Name:	 	JOHN S. QUINN
		 	Title:	 	AVP	 		 		 	Title:	 	EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER


  
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 SCHEDULE 
 to the Master Agreement 
 dated as of July 12, 2011 

between 
  

					
	 RBS CITIZENS, N.A., a national bank organized under the laws of the United States of America (“Party A”)

 
	  	and	  	LKQ CORPORATION, a corporation organized under the laws of Delaware (“Party B”)

 Part 1 
 Termination Provisions 
 In this Agreement: 

 

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


 

			
		
	Section 5(a)(v),	  	NONE
		
	Section 5(a)(vi),	  	NONE
		
	Section 5(a)(vii),	  	NONE
		
	Section 5(b)(iv),	  	NONE
		
	and in relation to Party B for the purpose of:	  	
		
	Section 5(a)(v),	  	MATERIAL AFFILIATES OF PARTY B
		
	Section 5(a)(vi),	  	MATERIAL AFFILIATES OF PARTY B
		
	Section 5(a)(vii),	  	MATERIAL AFFILIATES OF PARTY B
		
	Section 5(b)(iv),	  	MATERIAL AFFILIATES OF PARTY B

  

	 	(b)	“Specified Transaction” will have the meaning given to it in Section 14 of this Agreement. 


 

	 	(c)	The “Cross Default” provisions of Section 5 (a)(vi) will apply to Party A and to Party B but shall exclude any default that results solely from
wire transfer difficulties or an error or omission of an administrative or operational nature (so long as sufficient funds are available to the relevant party on the relevant date), but only if payment is made within three Local Business Days after
such transfer difficulties, or the error or omission has been discovered. 


  
 19 









 If such provisions apply: 

“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety
or otherwise) in respect of borrowed money and any Derivative Transaction other than any Specified Transaction, except that indebtedness or obligations in respect of deposits received in the ordinary course of a party’s banking business shall
not constitute Specified Indebtedness. 
 “Threshold Amount” means 

(i) with respect to Party A, 3% of the stockholders’ equity (however described) of Citizens Financial Group, Inc. as shown on the
most recent annual audited financial statements of Citizens Financial Group, Inc. and 
 (ii) with respect to Party B, or any
Specified Entity or Credit Support Provider, 2% of the stockholders’ equity (however described) of Party B or the relevant Specified Entity or the Credit Support Provider as shown on the most recent annual audited financial statements of Party
B or the relevant Specified Entity or the Credit Support Provider or financial statements acceptable to Party A in its sole discretion. 
  

	(d)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Party A and will apply to Party B, amended as follows:


 “‘Credit Event Upon Merger’ shall mean that a Designated Event (as defined below) occurs with
respect to a party, any Credit Support Provider of the party or any applicable Specified Entity (any such party or entity, “X”), and such Designated Event does not constitute an event described in Section 5(a)(viii) but the
creditworthiness of X, or, if applicable, the successor, surviving or transferee entity of X, is materially weaker than that of X immediately prior to such event. In any such case the Affected Party shall be the party with respect to which, or with
respect to the Credit Support Provider or Specified Entity of which, the Designated Event occurred, or, if applicable, the successor, surviving or transferee entity of such party. For purposes hereof, a Designated Event means that, after the date
hereof: 
  

	 	(i)	X consolidates, amalgamates with or merges with or into, or transfers all or substantially all its assets to, or receives all or substantially all the assets or
obligations of, another entity; or 

  

	 	(ii)	any person or entity acquires directly or indirectly the beneficial ownership of equity securities having the power to elect a majority of the board of directors of X
or otherwise acquires directly or indirectly the power to control the policy-making decisions of X.” 

  

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


 

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


 

	 	(i)	Loss will apply. 

  

	 	(ii)	The Second Method will apply. 

  

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


  
 20 










	(h)	“Additional Termination Event” will apply. Each of the following shall constitute an Additional Termination Event: 


(i) (A) The expiration, termination, or acceleration of any Credit Support Document, or (B) the failing or ceasing of any Credit
Support Document to be in full force and effect, or (C) an event of default or termination event (howsoever defined or described, and, after taking into account any applicable notice and cure periods) under any Credit Support Document, in each
case prior to the satisfaction of all obligations of Party B to Party A or any of Party A’s Affiliates whether under this Agreement or otherwise; 
 (ii) Party A or any of its Affiliates terminates its obligation to extend credit to Party B, any Specified Entity of Party B, or any Credit Support Provider of Party B, for any reason (including as a
result of a pre-payment of borrowed money by Party B, any Specified Entity or any Credit Support Provider of Party B); or 

(iii) Any collateral, security interest, or other credit support which secures the performance obligations of Party B to Party A or any of
its Affiliates, whether under this Agreement or otherwise, (A) becomes unavailable to secure or ceases to secure Party B’s obligations, or (B) no longer secures Party B’s obligations at the same level of seniority as at the date
of this Agreement, or (C) ceases to equally and ratably secure the obligations of Party B to Party A or any of its Affiliates with the senior lenders of Party B, its Specified Entity or its Credit Support Provider, or (D) is released at
any time for any reason. 
 For the purpose of the foregoing Additional Termination Events, Party B shall be deemed to be the
Affected Party. 
 Part 2 
 Tax Representations 
  

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


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

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


 

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

  

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


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

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


 

	 	(i)	The following representation applies to Party A: 

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

	 	(ii)	The following representation applies to Party B: 

 Party B is a corporation organized under the laws of Delaware. 
 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
 Party A and Party
B
	 	 Form/Document/Certificate
  

Department of the Treasury Internal Revenue Service Form W-9
	 	 Date by which to
 be
delivered
 On or before execution of this Agreement


  

	(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	  	Signature authentication satisfactory to the other party.	  	Upon request by Party B	  	YES
				
	Party B	  	Signature authentication satisfactory to the other party.	  	On or before execution of
this Agreement	  	YES
				
	Party B	  	Copy (certified by an officer) of the board resolution (or equivalent authorizing documentation) permitting the entering into of this Agreement and Transactions hereunder in the
form satisfactory to the other party.	  	On or before execution of
this Agreement	  	YES
				
	Party B	  	Audited annual financial statements and unaudited quarterly financial statements, and related statement of earnings and changes in financial condition, each prepared in accordance
with generally accepted accounting principles and reasonably satisfactory to Party A.	  	Upon request by Party A	  	Yes


  
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 Part 4 
 Miscellaneous 
  

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


 

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

  

			
	Address:	  	RBS Citizens, N.A.
		  	One Citizens Plaza
		  	Providence, RI 02903
	Attention:	  	Mr. Michael Smith
		  	Treasury Operations
	Telephone:	  	(401) 282-7250
	Facsimile:	  	(401) 282-7718
	
	with a mandatory copy to:
		
	Address:	  	RBS Citizens, N.A.
		  	One Citizens Plaza
		  	Providence, RI 02903
	Attention:	  	Kristin Lenda
	Telephone:	  	(312) 777-8042
	Facsimile:	  	(312) 777-4003
		
	and	  	
		
	Address:	  	c/o RBS Securities Inc.
		  	600 Washington Boulevard
		  	Stamford, CT 06901
	Attention:	  	Legal Department — Derivatives Documentation
	Telephone:	  	(203) 897-2531/2560
	Facsimile:	  	(203) 873-4606

  

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


 

			
	Address:	  	LKQ Corporation
		  	 500 W. Madison Street, Suite 2800

		  	Chicago, IL 60661
	Attention:	  	Chief Financial Officer
	Telephone:	  	(312) 621-1950
	Facsimile:	  	(312) 621-1529


  
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 (iii) Notices. Section 12(a) is amended by adding in the third line thereof
after the phrase “messaging system” and before the “)” the words “; provided, however, any such notice or other communication may be given by facsimile transmission (it being agreed that the sender shall verbally confirm
receipt with an officer of the receiving party)”. 
  

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


Party A appoints as its Process Agent: Not applicable. 
 Party B appoints as its Process Agent: Not applicable. 
  

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

  

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


 

	 	(i)	Party A is not a Multibranch Party. 

  

	 	(ii)	Party B is not a Multibranch Party. 

  

	(e)	Calculation Agent. The Calculation Agent is Party A, provided, that if an Event of Default with respect to Party A has occurred and is continuing, the parties
agree to appoint jointly and expeditiously an independent leading dealer in the relevant underlying market to make the relevant calculation. Such dealer shall be selected in good faith from among dealers of the highest credit standing and such
dealer’s calculation shall be binding and conclusive absent manifest error. 

  

	(f)	Credit Support Document. Details of any Credit Support Document: 

 With respect to Party A: not applicable; and 
 With respect to Party B: any
agreement by Party B or Party B’s Affiliates (i) in respect of any obligation to repay borrowed money or to reimburse amounts paid under a letter of credit (including any interest or similar amounts with respect thereto) to Party A or any
of Party A’s Affiliates, including but not limited to any reimbursement agreement or any security agreement, or (ii) that by its terms secures, collateralizes or provides credit enhancement of Party B’s obligations to Party A or any
of Party A’s Affiliates whether under this Agreement or otherwise. 
  

	(g)	Credit Support Provider. Credit Support Provider means: 

 With respect to Party A: not applicable; and 
 With respect to Party B: any entity
other than Party B that provides a Credit Support Document and each party to a Credit Support Document that provides or is obligated to provide security, a guaranty or other credit support for Party B’s obligations hereunder. 

 

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


  
 24 










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


 

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


 

	(k)	Transfer. Section 7 of the Agreement shall be amended as follows: 


 

	 	(i)	inserting the following phrase “which consent shall not be unreasonably withheld or delayed” in the third line thereof after the word “party” and
before the word “except;” and 

  

	 	(ii)	Party A may assign its rights and obligations under this Agreement, in whole and not in part, to any Affiliate of Party A effective upon delivery to Party B of notice
of such transfer, provided that such Affiliate has equal or better creditworthiness as Party A. 

 Part 5

 Other Provisions 
  

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

  

	(b)	Set-off. Section 6 of this Agreement is hereby amended by adding the following subsection at the end thereof: 


“(f) Set-Off. Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts,
all payments under this Agreement will be made without set off or counterclaim, except as provided as follows in this Section 6(f): Any amount (the “Early Termination Amount”) payable to one party (the Payee) by the other party
(the Payer) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party under either the Termination Event in Section 5(b)(iv) (if made applicable) or any Additional Termination Event will, at the option of
the Non-Defaulting or non-Affected Party (as the case may be) (in either case “X”) (and without prior notice to the Defaulting Party or the Affected Party — in either case, “Y”) be reduced by its set-off and re-coupment
against any amount(s) (the “Other Agreement Amount(s)”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of
the obligation ) under any other agreement(s) or undertaking(s) between the parties or instruments issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount(s) will be discharged promptly and in all respects
to the extent it is so set-off). 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 Agreement Amount(s) (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 X would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. 

  
 25 









 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) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is
at any time otherwise entitled (whether by operation of law, contract or otherwise”). 
  

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


“(vi) No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent or in any other
capacity, fiduciary or otherwise). 
 (vii) Eligible Contract Participant. Each of Party A and Party B represents to the
other (which representation shall be deemed repeated on each date a Transaction is entered into or amended) that it is an “eligible contract participant” as defined in the Commodity Exchange Act, as amended, and as such term may be further
amended or interpreted under the Dodd-Frank Wall Street Reform and Consumer Protection Act. 
 (viii) Anti-Money Laundering.
It has adopted and implemented anti-money laundering policies, procedures and controls that comply and will continue to comply in all respects with the requirements of the anti-money laundering laws and regulations to which it is subject, and it
strictly adheres to such policies, procedures and controls. In accordance with these policies, procedures and controls, it verifies the identities of, and conducts due diligence (and, where appropriate, enhanced due diligence) with regard to its
customers.” 
  

	(d)	Additional Party B Representation. Party B represents to Party A that the terms and conditions of this Agreement are no less favorable than the terms and
conditions that Party B has with its other ISDA Agreement counterparties. 

  

	(e)	Relationship Between Parties. In connection with the negotiation of, the entering into, of this Agreement, and any other documentation relating to this
Agreement to which it is a party or that it is required by this Agreement to deliver, each party hereby represents and warrants, and, in connection with the negotiation of, the entering into, and the confirming of the execution of each Transaction,
each party will be deemed to represent, to the other party as of the date hereof (or, in connection with any Transaction, as of the date which it enters into such Transaction) that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):- 

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

  
 26 









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

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

 (iv) Related Transactions. It is aware that each other party to this Agreement and its Affiliates may from time to time
(A) take positions in instruments that are identical or economically related to a Transaction or (B) have an investment banking or other commercial relationship with the issuer of an instrument underlying a Transaction. 

 

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

  

	(g)	Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of the telephone
conversations of trading and marketing personnel of the parties and their authorized representatives in connection with this Agreement or any Transaction or potential Transaction; and the parties, waive any further notice of such monitoring or
recording and agree to give proper notice and obtain any necessary consent of such personnel for any such monitoring or recording. 

  

	(h)	Outstanding Specified Transactions. Upon the effectiveness of this Agreement, all Specified Transactions then outstanding between the parties (regardless
of when entered into), shall, unless the parties express their intent to not be subject to this Agreement by referencing the date hereof and this Part 5(g), be subject to the terms hereof. 


 

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

  

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

  

	(k)	Collateral and Security Interest. Party B hereby agrees that the obligations that are secured by any collateral or security interest granted pursuant to
the Credit Support Documents with respect to Party B shall include any obligation pursuant to this Agreement and hereby represents and covenants that any approvals or consents that are necessary to make this Part 5(j) enforceable have been obtained.



  
 27 










	(l)	Definitions. 

  

	 	(i)	The following definition shall appear in Section 14 after the definition of “Defaulting Party”: 


“‘Derivative Transaction’ means: 
  

	 	(a)	any transaction (including an agreement with respect thereto) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index forward, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, repurchase transaction, reverse repurchase transaction, precious metals transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions); and


  

	 	(b)	any combination of these transactions.” 

  

	 	(ii)	The following definition shall appear in Section 14 after the definition of “Loss”: 


“‘Material Affiliates’ means all Affiliates that have more than 5% of the total consolidated group assets or account for
more than 10% of total consolidated group income, in each case as reflected on the most recent audited consolidated financial statements of the group or financial statements acceptable to Party A in its sole discretion.” 

 

	(m)	Confidential Information. Party A may share any information concerning Party B with its Affiliates to the extent it deems advisable or necessary to carry
out the obligations and rights provided for it under this Agreement. 

  

	(n)	Negative Pledge/Equally Ratable. So long as any of the obligations under this Agreement remain outstanding, Party B will not create any mortgage, pledge,
lien or other security interest (each a “Security Interest”) on any of its assets unless (i) a Security Interest arises by operation of law, or (ii) Party A agrees to the creation of a Security Interest. If Party A agrees to the
creation of a Security Interest, Party A shall be entitled equally and ratably to the benefits of an equivalent Security Interest to secure performance of all obligations of Party B under this Agreement. 


Part 6 

FX Transactions and Currency Option Transactions 
  

	(a)	The 1998 FX and Currency Option Definitions. 

 (i)    The provisions of the 1998 FX and Currency Option Definitions as published by ISDA, Emerging Markets Traders Association and The Foreign Exchange Committee (the “FX
Definitions”), are hereby incorporated herein in their entirety and shall apply to FX Transactions and Currency Option Transactions entered into by the Offices of the parties specified in Part 4(c) of this Agreement. FX Transactions, Currency
Obligations and Currency Option Transactions are each deemed to be Transactions for purposes of this Agreement. 

  
 28 









 (ii)    Unless otherwise agreed to by the parties, all FX and Currency
Option Transactions entered into between the parties prior to the date of this Agreement shall be deemed to be Transactions for purposes of this Agreement. The confirmation of all FX and Currency Option Transactions via any electronic media, telex,
facsimile or writing shall constitute a “Confirmation” as referred to in this Agreement even where not so specified in the Confirmation. Such Confirmations will supplement, form a part of, and be subject to this Agreement. 

 

	(b)	Article 3 General Terms Relating to Currency Option Transactions. 

 The FX Definitions are hereby amended by adding the following new Section 3.9: 

“3.9. Discharge and Termination of Options. Unless otherwise agreed, any Call or Put written by a party will automatically be
terminated and discharged, in whole or in part, as applicable, against a Call or Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of
such Currency Option Transaction; provided that such termination and discharge may only occur in respect of Currency Option Transactions with the same material terms, including but not limited to: 

 

	 	(i)	each being with respect to the same Put and the same Call (i.e., a Put may only be discharged against another Put and not against a Call); 


 

	 	(ii)	each having the same Expiration Date and Expiration Time; 

  

	 	(iii)	each being of the same style (i.e., either both being of American or European Style); 


 

	 	(iv)	each having the same Strike Price; 

  

	 	(v)	neither of which shall have been exercised; 

  

	 	(vi)	each of which has been entered into by the same pair of Designated Netting Offices of the parties; and 


 

	 	(vii)	each having the same procedures for exercise; 

 and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions terminated and
discharged. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction shall continue to be a
Currency Option Transaction for all purposes hereunder.” 
 Please confirm your agreement to the terms of the foregoing Schedule by signing
below. 
  
  

													
	RBS CITIZENS, N.A.	 	LKQ CORPORATION
					
	By:  	 	



	 		 	By:  	 	




		 	Name:	 	MICHAEL J. LIBERATORE	 		 		 	Name:	 	JOHN S. QUINN
		 	Title:	 	AVP	 		 		 	Title:	 	EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER


  
 29