Exhibit 4.2


Series
2007-2 (Class A)





International Swaps and Derivatives Association, Inc.


2002
MASTER AGREEMENT


dated as
of March 29, 2007


ABN AMRO BANK N.V.
and GE CAPITAL CREDIT CARD MASTER NOTE TRUST
have entered and/or anticipate entering into one or more transactions (each a “Transaction”)
that are or will be governed by this 2002 Master Agreement, which includes the
schedule (the “Schedule”), and the documents and other confirming evidence
(each a “Confirmation”) exchanged between the parties or otherwise effective
for the purpose of confirming or evidencing those Transactions. This 2002
Master Agreement and the Schedule are together referred to as this “Master
Agreement”.


Accordingly, the parties agree as follows:-


1.                                      Interpretation


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


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


(c)                                  Single Agreement. All
Transaction are entered into the 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 condition specified in this Agreement
to be a condition precedent for the purpose of this Section 2(a)(iii).


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


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


(i)                                     in the same currency; and


(ii)                                  in respect of the same Transaction,


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


The parties may elect in respect
of two or more Transactions that a net amount and payment obligation will be
determined in respect of all amounts payable on the same date in the same
currency in respect of those Transactions, regardless of whether such amounts
are payable in respect of the same Transaction. The election may be made in the
Schedule or any Confirmation by specifying that “Multiple Transaction Payment
Netting” applies to the Transactions identified as being subject to the
election (in which case clause (ii) above will not apply to such Transactions).
If Multiple Transaction Payment Netting is applicable to Transactions, it will
apply to those Transactions with effect from the starting date specified in the
Schedule or such Confirmation, or, if a starting date is not specified in the
Schedule or such Confirmation, the starting date otherwise agreed by the
parties in writing. This election may be made separately for different groups
of Transactions and will apply separately to each pairing of Offices through
which the parties make and receive payments or deliveries.


(d)                                  Deduction or
Withholding for Tax.


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


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


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


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



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


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


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


(ii)                                  Liability. If:—


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


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


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


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


3.                                      Representations


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


(a)                                  Basic
Representations.


(i)                                     Status. It is duly organised and validly existing
under the laws of the jurisdiction of its 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;



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


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


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


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


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


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


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


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


(g)                                 No Agency. It is entering into this Agreement, including
each Transaction, as principal and not as agent of any person or entity.


4.                                       Agreements


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


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


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


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



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


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


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


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


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


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


5.                                      Events of Default and
Termination Events


(a)                                  Events of
Default. The occurrence at any
time with respect to a party or, if applicable, any Credit Support Provider of
such party or any Specified Entity of such party of any of the following events
constitutes (subject to Sections 5(c) and 6(e)iv)) an event of default (an “Event
of Default”) with respect to such party: —


(i)                                     Failure to Pay
or Deliver. Failure by the party to
make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be made by it if
such failure is not remedied on or before the first Local Business Day in the
case of any such payment or the first Local Delivery Day in the case of any
such delivery after, in each case, notice of such failure is given to the
party;


(ii)                                  Breach of
Agreement; Repudiation of Agreement.


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


(2)                                  the party disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, this Master
Agreement, any Confirmation executed and delivered by that party or any



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


(iii)                               Credit Support Default.


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


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


(3)                                  the party or such Credit Support Provider
disaffirms, disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document (or such action is
taken by any person or entity appointed or empowered to operate it or act on
its behalf);


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


(v)                                 Default Under
Specified Transaction. The
party, any Credit Support Provider of such party or any applicable Specified
Entity of such party: —


(1)                                  defaults (other than by failing to make a delivery)
under a Specified Transaction or any credit support arrangement relating to a
Specified Transaction and, after giving effect to any applicable notice
requirement or grace period, such default results in a liquidation of, an
acceleration of obligations under, or an early termination of, that Specified
Transaction;


(2)                                  defaults, after giving effect to any
applicable notice requirement or grace period, in making any payment due on the
last payment or exchange date of, or any payment on early termination of, a
Specified Transaction (or, if there is no applicable notice requirement or
grace period, such default continues for at least one Local Business Day);


(3)                                  defaults in making any delivery due under
(including any delivery due on the last delivery or exchange date of) a
Specified Transaction or any credit support arrangement relating to a Specified
Transaction and, after giving effect to any applicable notice requirement or
grace period, such default results in a liquidation of, an acceleration of obligations
under, or an early termination of, all transactions outstanding under the
documentation applicable to that Specified Transaction; or


(4)                                  disaffirms, disclaims, repudiates or rejects,
in whole or in part, or challenges the validity of, a Specified Transaction or
any credit support arrangement relating to a Specified Transaction that is, in
either case, confirmed or evidenced by a document or other confirming evidence
executed and delivered by that party, Credit Support Provider or Specified
Entity (or such action is taken by any person or entity appointed or empowered
to operate it or act on its behalf);



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(vi)                              Cross-Default. If “Cross-Default” is specified in
the Schedule as applying to the party, the occurrence or existence of: —


(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) where the aggregate principal amount of such agreements or
instruments, either alone or together with the amount, if any, referred to in
clause (2) below, is not less than the applicable Threshold Amount (as
specified in the Schedule) which has resulted in such Specified Indebtedness
becoming, or becoming capable at such time of being declared, due and payable
under such agreements or instruments before it would otherwise have been due
and payable; or


(2)                                  a
default by such party, such Credit Support Provider or such Specified Entity
(individually or collectively) in making one or more payments under such
agreements or instruments on the due date for payment (after giving effect to
any applicable notice requirement or grace period) in an aggregate amount,
either alone or together with the amount, if any, referred to in clause (1)
above, of not less than the applicable Threshold Amount;


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


(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)(a) institutes or has instituted
against it, by a regulator, supervisor or any similar official with primary
insolvency, rehabilitative or regulatory jurisdiction over it in the
jurisdiction of its incorporation or organisation or the jurisdiction of its
head or home office, a proceeding seeking a judgment of insolvency or
bankruptcy or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation by it or such regulator, supervisor or similar
official, or (B) has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation, and such proceeding or petition is
instituted or presented by a person or entity not described in clause (a) above and either (I) results in a judgment of insolvency
or bankruptcy or the entry of an order for relief or the making of an order for
its winding-up or liquidation or (II) is not dismissed, discharged, stayed or
restrained in each case within 15 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or merger);
(6) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other
similar official for it or for all or substantially all its assets; (7) has a
secured party take possession of all or substantially all its assets or has a
distress, execution, attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all its assets and such
secured party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within 15 days thereafter; (8)
causes or is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the
events specified in clauses (1) to (7) above (inclusive); or (9) takes any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or



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


(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; or


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


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


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


(1)                                  for
the Office through which such party (which will be the Affected Party) makes
and receives payments or deliveries with respect to such Transaction to perform
any absolute or contingent obligation to make a payment or delivery in respect
of such Transaction, to receive a payment or delivery in respect of such
Transaction or to comply with any other material provision of this Agreement
relating to such Transaction; or


(2)                                  for
such party or any Credit Support Provider of such party (which will be the
Affected Party) to perform any absolute or contingent obligation to make a
payment or delivery which such party or Credit Support Provider has under any
Credit Support Document relating to such Transaction, to receive a payment or
delivery under such Credit Support Document or to comply with any other
material provision of such Credit Support Document;


(ii)                                  Force Majeure Event. After giving effect to any
applicable provision, disruption fallback or remedy specified in, or pursuant
to, the relevant Confirmation or elsewhere in this Agreement, by reason of
force majeure or act of state occurring after a Transaction is entered into, on
any day: —


(1)                                  the
Office through which such party (which will be the Affected Party) makes and
receives payments or deliveries with respect to such Transaction is prevented
from performing any absolute or contingent obligation to make a payment or
delivery in respect of such Transaction, from receiving a payment or delivery
in respect of such Transaction or from complying with any other material
provision of this Agreement relating to such Transaction (or would be so
prevented if such payment, delivery or compliance were required on that day),
or it becomes impossible or



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


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


so long as the force majeure or act of state is beyond
the control of such Office, such party or such Credit Support Provider, as
appropriate, and such Office, party or Credit Support Provider could not, after
using all reasonable efforts (which will not require such party or Credit
Support Provider to incur a loss, other than immaterial, incidental expenses),
overcome such prevention, impossibility or impracticability;


(iii)                               Tax Event. Due
to (1) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, after a Transaction is entered into (regardless of
whether such action is taken or brought with respect to a party to this
Agreement) or (2) a Change in Tax Law, the party (which will be the Affected
Party) will, or there is a substantial likelihood that it will, on the next
succeeding Scheduled Settlement Date (a) be required
to pay to the other party an additional amount in respect of an Indemnifiable
Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h))
or (B) receive a payment from which an amount is required to be deducted or
withheld for or on account of a Tax (except in respect of interest under
Section 9(h)) and no additional amount is required to be paid in respect of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(a) or (B));


(iv)                              Tax Event Upon Merger. The party (the “Burdened Party”) on
the next succeeding Scheduled Settlement Date will either (1) be required to
pay an additional amount in respect of an Indemnifiable Tax under Section
2(d)(i)(4) (except in respect of interest under Section 9(h)) or (2) receive a
payment from which an amount has been deducted or withheld for or on account of
any Tax in respect of which the other party is not required to pay an
additional amount (other than by reason of Section 2(d)(i)(4)(a) or (B)), in either case as a result of a party
consolidating or amalgamating with, or merging with or into, or transferring
all or substantially all its assets (or any substantial part of the assets
comprising the business conducted by it as of the date of this Master
Agreement) to, or reorganising, reincorporating or reconstituting into or as,
another entity (which will be the Affected Party) where such action does not
constitute a Merger Without Assumption;


(v)                                 Credit Event Upon Merger. If “Credit Event Upon Merger” is
specified in the Schedule as applying to the party, a Designated Event (as
defined below) occurs with respect to such party, any Credit Support Provider
of such party or any applicable Specified Entity of such party (in each case, “X”)
and such Designated Event does not constitute a Merger Without Assumption, and
the creditworthiness of X or, if applicable, the successor, surviving or
transferee entity of X, after taking into account any applicable Credit Support
Document, is materially weaker immediately after the occurrence of such
Designated Event than that of X immediately prior to the occurrence of such
Designated Event (and, in any such event, such party or its successor,
surviving or transferee entity, as appropriate, will be the Affected Party). A “Designated
Event” with respect to X means that: —


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



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date of this Master Agreement) to, or reorganises,
reincorporates or reconstitutes into or as, another entity;


(2)                                  any
person, related group of persons or entity acquires directly or indirectly the
beneficial ownership of (a) equity
securities having the power to elect a majority of the board of directors (or
its equivalent) of X or (B) any other ownership interest enabling it to
exercise control of X; or


(3)                                  X
effects any substantial change in its capital structure by means of the
issuance, incurrence or guarantee of debt or the issuance of (a) preferred stock or other securities convertible into or
exchangeable for debt or preferred stock or (B) in the case of entities other
than corporations, any other form of ownership interest; or


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


(c)                                  Hierarchy of Events.


(i)                                     An
event or circumstance that constitutes or gives rise to an Illegality or a
Force Majeure Event will not, for so long as that is the case, also constitute
or give rise to an Event of Default under Section 5(a)(i),
5(a)(ii)(l) or 5(a)(iii)(l)
insofar as such event or circumstance relates to the failure to make any
payment or delivery or a failure to comply with any other material provision of
this Agreement or a Credit Support Document, as the case may be.


(ii)                                  Except
in circumstances contemplated by clause (i) above, if an event or circumstance
which would otherwise constitute or give rise to an Illegality or a Force
Majeure Event also constitutes an Event of Default or any other Termination
Event, it will be treated as an Event of Default or such other Termination
Event, as the case may be, and will not constitute or give rise to an
Illegality or a Force Majeure Event.


(iii)                               If an event or
circumstance which would otherwise constitute or give rise to a Force Majeure
Event also constitutes an Illegality, it will be treated as an Illegality,
except as described in clause (ii) above, and not a Force Majeure Event.


(d)                                  Deferral of Payments and Deliveries During
Waiting Period. If an Illegality or a Force Majeure Event has
occurred and is continuing with respect to a Transaction, each payment or
delivery which would otherwise be required to be made under that Transaction
will be deferred to, and will not be due until: —


(i)                                     the
first Local Business Day or, in the case of a delivery, the first Local
Delivery Day (or the first day that would have been a Local Business Day or
Local Delivery Day, as appropriate, but for the occurrence of the event or
circumstance constituting or giving rise to that Illegality or Force Majeure
Event) following the end of any applicable Waiting Period in respect of that
Illegality or Force Majeure Event, as the case may be; or


(ii)                                  if
earlier, the date on which the event or circumstance constituting or giving
rise to that Illegality or Force Majeure Event ceases to exist or, if such date
is not a Local Business Day or, in the case of a delivery, a Local Delivery
Day, the first following day that is a Local Business Day or Local Delivery
Day, as appropriate.


(e)                                  Inability of Head or Home Office to Perform
Obligations of Branch. If (i) an Illegality or a Force Majeure
Event occurs under Section 5(b)(i )(1) or 5(b)(ii)(l) and the relevant Office
is not the Affected Party’s head or home office, (ii) Section 10(a) applies, (iii)
the other party seeks performance of the relevant obligation or



 10
 









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


6.                                      Early
Termination; Close-Out Netting


(a)                                  Right to Terminate Following Event of
Default. If at any time an Event of Default with respect to a
party (the “Defaulting Party”) has occurred and is then continuing, the other
party (the “Non-defaulting Party”) may, by not more than 20 days notice to the
Defaulting Party specifying the relevant Event of Default, designate a day not
earlier than the day such notice is effective as an Early Termination Date in
respect of all outstanding Transactions. If, however, “Automatic Early
Termination” is specified in the Schedule as applying to a party, then an Early
Termination Date in respect of all outstanding Transactions will occur
immediately upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a) (vii)(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 other than a Force Majeure Event occurs, an Affected Party will, promptly
upon becoming aware of it, notify the other party, specifying the nature of
that Termination Event and each Affected Transaction, and will also give the
other party such other information about that Termination Event as the other
party may reasonably require. If a Force Majeure Event occurs, each party will,
promptly upon becoming aware of it, use all reasonable efforts to notify the
other party, specifying the nature of that Force Majeure Event, and will also
give the other party such other information about that Force Majeure Event as
the other party may reasonably require.


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


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


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


(iii)                               Two Affected Parties. If a Tax Event occurs and there
are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice of such occurrence is given under Section
6(b)(i) to avoid that Termination Event.



 11
 









(iv)                              Right to Terminate.


(1)                                  If:
—


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


(B)                                a
Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax
Event Upon Merger occurs and the Burdened Party is not the Affected Party.


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


(2)                                  If
at any time an Illegality or a Force Majeure Event has occurred and is then
continuing and any applicable Waiting Period has expired: —


(a)                                  Subject
to clause (B) below, either party may, by not more than 20 days notice to the
other party, designate (I) a day not earlier than the day on which such notice
becomes effective as an Early Termination Date in respect of all Affected
Transactions or (II) by specifying in that notice the Affected Transactions in
respect of which it is designating the relevant day as an Early Termination
Date, a day not earlier than two Local Business Days following the day on which
such notice becomes effective as an Early Termination Date in respect of less
than all Affected Transactions. Upon receipt of a notice designating an Early
Termination Date in respect of less than all Affected Transactions, the other
party may, by notice to the designating party, if such notice is effective on
or before the day so designated, designate that same day as an Early
Termination Date in respect of any or all other Affected Transactions.


(B)                                An
Affected Party (if the Illegality or Force Majeure Event relates to performance
by such party or any Credit Support Provider of such party of an obligation to
make any payment or delivery under, or to compliance with any other material
provision of, the relevant Credit Support Document) will only have the right to
designate an Early Termination Date under Section 6(b)(iv)(2)(a) as a result of
an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section
5(b)(ii)(2) following the prior designation by the other party of an Early
Termination Date, pursuant to Section 6(b)(iv)(2)(a), in respect of less than
all Affected Transactions.


(c)                                  Effect of Designation.


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


(ii)                                  Upon
the occurrence or effective designation of an Early Termination Date, no
further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of
the Terminated Transactions will be required to be made, but without prejudice
to the other provisions of this Agreement. The amount, if any, payable in
respect of an Early Termination Date will be determined pursuant to Sections
6(e) and 9(h)(ii).



 12
 









(d)                                  Calculations; Payment Date.


(i)                                     Statement. On or as
soon as reasonably practicable following the occurrence of an Early Termination
Date, each party will make the calculations on its part, if any, contemplated
by Section 6(e) and will provide to the other party a statement (1) showing, in
reasonable detail, such calculations (including any quotations, market data or
information from internal sources used in making such calculations), (2)
specifying (except where there are two Affected Parties) any Early Termination
Amount payable and (3) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written confirmation from
the source of a quotation or market data obtained in determining a Close-out
Amount, the records of the party obtaining such quotation or market data will
be conclusive evidence of the existence and accuracy of such quotation or
market data.


(ii)                                  Payment Date. An Early
Termination Amount due in respect of any Early Termination Date will, together
with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable
(1) on the day on which notice of the amount payable is effective in the case
of an Early Termination Date which is designated or occurs as a result of an
Event of Default and (2) on the day which is two Local Business Days after the
day on which notice of the amount payable is effective (or, if there are two
Affected Parties, after the day on which the statement provided pursuant to
clause (i) above by the second party to provide such a statement is effective)
in the case of an Early Termination Date which is designated as a result of a
Termination Event.


(e)                                  Payments on Early  Termination. If an
Early Termination Date occurs, the amount, if any, payable in respect of that
Early Termination Date (the “Early Termination Amount”) will be determined
pursuant to this Section 6(e) and will be subject to Section 6(f).


(i)                                     Events of Default. If
the Early Termination Date results from an Event of Default, the Early
Termination Amount will be an amount equal to (1) the sum of (a) the
Termination Currency Equivalent of the Close-out Amount or Close-out Amounts
(whether positive or negative) determined by the Non-defaulting Party for each
Terminated Transaction or group of Terminated Transactions, as the case may be,
and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party. If the Early Termination Amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party;
if it is a negative number, the Non-defaulting Party will pay the absolute
value of the Early Termination Amount to the Defaulting Party.


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


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


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



 13
 









(3)                                  Mid-Market Events. If that Termination Event is an Illegality
or a Force Majeure Event, then the Early Termination Amount will be determined
in accordance with clause (1) or (2) above, as appropriate, except that, for
the purpose of determining a Close-out Amount or Close-out Amounts, the
Determining Party will: —


(a)                                  if obtaining quotations from one or more third
parties (or from any of the Determining Party’s Affiliates), ask each third
party or Affiliate (I) not to take account of the current creditworthiness of
the Determining Party or any existing Credit Support Document and (II) to
provide mid-market quotations; and


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


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


(iv)                              Adjustment
for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to
pay, when due, any Early Termination Amount will not constitute an Event of
Default under Section 5(a)(i) or 5(a)(iii)(I) if such failure is due to the
occurrence of an event or circumstance which would, if it occurred with respect
to payment, delivery or compliance related to a Transaction, constitute or give
rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue
interest and otherwise be treated as an Unpaid Amount owing to the other party
if subsequently an Early Termination Date results from an Event of Default, a
Credit Event Upon Merger or an Additional Termination Event in respect of which
all outstanding Transactions are Affected Transactions and (2) otherwise accrue
interest in accordance with Section 9(h)(ii)(2).


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


(f)                                    Set-Off. Any Early Termination Amount payable to one
party (the “Payee”) by the other party (the “Payer”), in circumstances where
there is a Defaulting Party or where there is one Affected Party in the case
where either a Credit Event Upon Merger has occurred or any other Termination
Event in respect of which all outstanding Transactions are Affected
Transactions has occurred, will, at the option of the Non-defaulting Party or
the Non-affected Party, as the case may be (“X”) (and without prior notice to
the Defaulting Party or the Affected Party, as the case may be), be reduced by
its set-off against any other amounts (“Other Amounts”) payable by the Payee to
the Payer (whether or not arising under this Agreement, matured or contingent
and irrespective of the currency, place of payment or place of booking of the
obligation). To the extent that any Other Amounts are so set off, those Other
Amounts will be discharged promptly and in all respects. X will give notice to
the other party of any set-off effected under this Section 6(f).


For this purpose, either the
Early Termination Amount or the Other Amounts (or the relevant portion of such
amounts) may be converted by X into the currency in which the other is
denominated at the rate of exchange at which such party would be able, in good
faith and using commercially reasonable procedures, to purchase the relevant
amount of such currency.



 14
 









If an obligation is unascertained,
X may in good faith estimate that obligation and set off in respect of the
estimate, subject to the relevant party accounting to the other when the
obligation is ascertained.


Nothing in this Section 6(f)
will be effective to create a charge or other security interest. This Section
6(f) will be without prejudice and in addition to any right of set-off, offset,
combination of accounts, lien, right of retention or withholding or similar
right or requirement to which any party is at any time otherwise entitled or
subject (whether by operation of law, contract or otherwise).


7.                                      Transfer


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


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


(b)                                  a party may make such a transfer of all or any
part of its interest in any Early Termination Amount payable to it by a
Defaulting Party, together with any amounts payable on or with respect to that
interest and any other rights associated with that interest pursuant to
Sections 8.9(h) and 11.


Any purported transfer that
is not in compliance with this Section 7 will be void.


8.                                      Contractual
Currency


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


(b)                                  Judgments. To the extent permitted by applicable law,
if any judgment or order expressed in a currency other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect of this
Agreement, (ii) for the payment of any amount relating to any early termination
in respect of this Agreement or (iii) in respect of a judgment or order of
another court for the payment of any amount described in clause (i) or (ii)
above, the party seeking recovery, after recovery in full of the aggregate
amount to which such party is entitled pursuant to the judgment or order, will
be entitled to receive immediately from the other party the amount of any
shortfall of the Contractual Currency received by such party as a consequence
of sums paid in such other currency and will refund promptly to the other party
any excess of the Contractual Currency received by such party as a consequence
of sums paid in such other currency if such shortfall or such excess arises or
results from any variation between the rate of exchange at which the
Contractual Currency is converted into the currency of the judgment or order
for the purpose of such judgment or order and the rate of exchange at which
such party is able, acting in good faith and using



 15
 









commercially reasonable
procedures in converting the currency received into the Contractual Currency,
to purchase the Contractual Currency with the amount of the currency of the
judgment or order actually received by such party.


(c)                                  Separate
Indemnities. To
the extent permitted by applicable law, the indemnities in this Section 8
constitute separate and independent obligations from the other obligations in
this Agreement, will be enforceable as separate and independent causes of
action, will apply notwithstanding any indulgence granted by the party to which
any payment is owed and will not be affected by judgment being obtained or
claim or proof being made for any other sums payable in respect of this
Agreement.


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


9.                                      Miscellaneous


(a)                                  Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to its subject matter.
Each of the parties acknowledges that in entering into this Agreement it has
not relied on any oral or written representation, warranty or other assurance
(except as provided for or referred to in this Agreement) and waives all rights
and remedies which might otherwise be available to it in respect thereof,
except that nothing in this Agreement will limit or exclude any liability of a
party for fraud.


(b)                                  Amendments. An amendment, modification or waiver in
respect of this Agreement will only be effective if in writing (including a
writing evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or by an exchange of electronic
messages on an electronic messaging system.


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


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


(e)                                  Counterparts and
Confirmations.


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


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


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


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



 16















(h)                                 Interest and
Compensation.


(i)                                     Prior to Early
Termination. Prior
to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction: —


(1)                                  Interest on Defaulted Payments. If a party defaults in the performance of any
payment obligation, it will, to the extent permitted by applicable law and
subject to Section 6(c), pay interest (before as well as after judgment) on the
overdue amount to the other party on demand in the same currency as the overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment (and excluding any period in
respect of which interest or compensation in respect of the over due amount is
due pursuant to clause (3)(B) or (C) below), at the Default Rate.


(2)                                  Compensation for Defaulted
Deliveries. If a party defaults in
the performance of any obligation required to be settled by delivery, it will
on demand (A) compensate the other party to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise
provided in the relevant Confirmation or elsewhere in this Agreement, to the
extent permitted by applicable law and subject to Section 6(c), pay to the
other party interest (before as well as after judgment) on an amount equal to
the fair market value of that which was required to be delivered in the same
currency as that amount, for the period from (and including) the originally
scheduled date for delivery to (but excluding) the date of actual delivery (and
excluding any period in respect of which interest or compensation in respect of
that amount is due pursuant to clause (4) below), at the Default Rate. The fair
market value of any obligation referred to above will be determined as of the
originally scheduled date for delivery, in good faith and using commercially
reasonable procedures, by the party that was entitled to take delivery.


(3)                                  Interest on Deferred Payments. If:—


(A)                              a party does not pay any amount that, but for
Section 2(a)(iii), would have been payable, it will, to the extent permitted by
applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay
interest (before as well as after judgment) on that amount to the other party
on demand (after such amount becomes payable) in the same currency as that
amount, for the period from (and including) the date the amount would, but for
Section 2(a)(iii), have been payable to (but excluding) the date the amount
actually becomes payable, at the Applicable Deferral Rate;


(B)                                a payment is deferred pursuant to Section
5(d), the party which would otherwise have been required to make that payment
will, to the extent permitted by applicable law, subject to Section 6(c) and
for so long as no Event of Default or Potential Event of Default with respect
to that party has occurred and is continuing, pay interest (before as well as
after judgment) on the amount of the deferred payment to the other party on
demand (after such amount becomes payable) in the same currency as the deferred
payment, for the period from (and including) the date the amount would, but for
Section 5(d), have been payable to (but excluding) the earlier of the date the
payment is no longer deferred pursuant to Section 5(d) and the date during the
deferral period upon which an Event of Default or Potential Event of Default
with respect to that party occurs, at the Applicable Deferral Rate; or


(C)                                a party fails to make any payment due to the
occurrence of an Illegality or a Force Majeure Event (after giving effect to
any deferral period contemplated by clause (B) above), it will, to the extent
permitted by applicable law, subject to Section 6(c) and for so long as the
event or circumstance giving rise to that Illegality or Force Majeure Event



 17
 









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


(4)                                  Compensation for Deferred
Deliveries. If:—


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


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


(C)                                a party fails to make a delivery due to the
occurrence of an Illegality or a Force Majeure Event at a time when any
applicable Waiting Period has expired,


the party required (or that
would otherwise have been required) to make the delivery will, to the extent
permitted by applicable law and subject to Section 6(c), compensate and pay
interest to the other party on demand (after, in the case of clauses (A) and
(B) above, such delivery is required) if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.


(ii)                                  Early
Termination. Upon
the occurrence or effective designation of an Early Termination Date in respect
of a Transaction: —


(1)                                  Unpaid Amounts. For the purpose of determining an Unpaid
Amount in respect of the relevant Transaction, and to the extent permitted by
applicable law, interest will accrue on the amount of any payment obligation or
the amount equal to the fair market value of any obligation required to be
settled by delivery included in such determination in the same currency as that
amount, for the period from (and including) the date the relevant obligation
was (or would have been but for Section 2(a)(iii) or 5(d)) required to have
been performed to (but excluding) the relevant Early Termination Date, at the
Applicable Close-out Rate.


(2)                                  Interest on Early Termination
Amounts. If an Early Termination
Amount is due in respect of such Early Termination Date, that amount will, to
the extent permitted by applicable law, be paid together with interest (before
as well as after judgment) on that amount in the Termination Currency, for the
period from (and including) such Early Termination Date to (but excluding) the
date the amount is paid, at the Applicable Close-out Rate.


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



 18
 









10.                               Offices;
Multibranch Parties


(a)                                  If Section 10(a) is
specified in the Schedule as applying, each party that enters into a
Transaction through an Office other than its head or home office represents to
and agrees with the other party that, notwithstanding the place of booking or
its jurisdiction of incorporation or organisation, its obligations are the same
in terms of recourse against it as if it had entered into the Transaction
through its head or home office, except that a party will not have recourse to
the head or home office of the other party in respect of any payment or
delivery deferred pursuant to Section 5(d) for so long as the payment or
delivery is so deferred. This representation and agreement will be deemed to be
repeated by each party on each date on which the parties enter into a
Transaction.


(b)                                  If a party is
specified as a Multibranch Party in the Schedule, such party may, subject to
clause (c) below, enter into a Transaction through, book a Transaction in and
make and receive payments and deliveries with respect to a Transaction through
any Office listed in respect of that party in the Schedule (but not any other
Office unless otherwise agreed by the parties in writing).


(c)                                  The Office through
which a party enters into a Transaction will be the Office specified for that
party in the relevant Confirmation or as otherwise agreed by the parties in
writing, and, if an Office for that party is not specified in the Confirmation
or otherwise agreed by the parties in writing, its head or home office. Unless
the parties otherwise agree in writing, the Office through which a party enters
into a Transaction will also be the Office in which it books the Transaction
and the Office through which it makes and receives payments and deliveries with
respect to the Transaction. Subject to Section 6(b)(ii), neither party may
change the Office in which it books the Transaction or the Office through which
it makes and receives payments or deliveries with respect to a Transaction
without the prior written consent of the other party.


11.                               Expenses


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


12.                               Notices


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


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


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


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


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


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



 19
 









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


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


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


13.                               Governing
Law and Jurisdiction


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


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


(i)                                     submits:
—


(1)                                  if
this Agreement is expressed to be governed by English law, to (A) the
non-exclusive jurisdiction of the English courts if the Proceedings do not
involve a Convention Court and (B) the exclusive jurisdiction of the English
courts if the Proceedings do involve a Convention Court; or


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


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


(iii)                               agrees, to the extent
permitted by applicable law, that the bringing of Proceedings in any one or
more jurisdictions will not preclude the bringing of Proceedings in any other
jurisdiction.


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


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



 20
 









14.                               Definitions


As used in this Agreement: —


“Additional Representation” has
the meaning specified in Section 3.


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


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


“Affected Transactions” means (a) with respect to any
Termination Event consisting of an Illegality, Force Majeure Event, Tax Event
or Tax Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2)
or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions
unless the relevant Credit Support Document references only certain
Transactions, in which case those Transactions and, if the relevant Credit
Support Document constitutes a Confirmation for a Transaction, that
Transaction) and (b) with respect to any other Termination Event, all
Transactions.


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


“Agreement” has the meaning specified in Section 1(c).


“Applicable
Close-out Rate” means:
—


(a)                                  in respect of the determination of an Unpaid
Amount: —


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


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


(iii)                               in respect of obligations deferred pursuant to
Section 5(d), if there is no Defaulting Party and for so long as the deferral
period continues, the Applicable Deferral Rate; and


(iv)                              in all other cases following the occurrence of
a Termination Event (except where interest accrues pursuant to clause (iii)
above), the Applicable Deferral Rate; and


(b)                                  in respect of an Early Termination Amount: —


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


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


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


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



 21
 









(ii)                                  for the period from (and including) the date
(determined in accordance with Section 6(d)(ii)) on which that amount is
payable to (but excluding) the date of actual payment: —


(1)                                  if a party fails to pay the Early Termination
Amount due to the occurrence of an event or circumstance which would, if it
occurred with respect to a payment or delivery under a Transaction, constitute
or give rise to an Illegality or a Force Majeure Event, and for so long as the
Early Termination Amount remains unpaid due to the continuing existence of such
event or circumstance, the Applicable Deferral Rate;


(2)                                  if the Early Termination Amount is payable by
a Defaulting Party (but excluding any period in respect of which clause (1)
above applies), the Default Rate;


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


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


“Applicable
Deferral Rate”  means:—


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


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


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


“Automatic
Early Termination” has
the meaning specified in Section 6(a).


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


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


“Close-out
Amount” means, with respect to
each Terminated Transaction or each group of Terminated Transactions and a
Determining Party, the amount of the losses or costs of the Determining Party
that are or would be incurred under then prevailing circumstances (expressed as
a positive number) or gains of the Determining Party that are or would be
realised under then prevailing circumstances (expressed as a negative number)
in replacing, or in providing for the Determining Party the economic equivalent
of, (a) the material terms of that Terminated Transaction or group of
Terminated Transactions, including the payments and deliveries by the parties
under Section 2(a)(i) in respect of that Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant
Early Termination Date, have been required after that date (assuming
satisfaction of the conditions precedent in



 22
 









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


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


Unpaid Amounts in respect of
a Terminated Transaction or group of Terminated Transactions and legal fees and
out-of-pocket expenses referred to in Section 11 are to be excluded in all
determinations of Close-out Amounts.


In determining a Close-out
Amount, the Determining Party may consider any relevant information, including,
without limitation, one or more of the following types of information: —


(i)                                     quotations (either firm or indicative) for
replacement transactions supplied by one or more third parties that may take
into account the creditworthiness of the Determining Party at the time the
quotation is provided and the terms of any relevant documentation, including
credit support documentation, between the Determining Party and the third party
providing the quotation;


(ii)                                  information consisting of relevant market data
in the relevant market supplied by one or more third parties including, without
limitation, relevant rates, prices, yields, yield curves, volatilities,
spreads, correlations or other relevant market data in the relevant market; or


(iii)                               information of the types described in clause
(i) or (ii) above from internal sources (including any of the Determining Party’s
Affiliates) if that information is of the same type used by the Determining
Party in the regular course of its business for the valuation of similar transactions.


The Determining Party will
consider, taking into account the standards and procedures described in this
definition, quotations pursuant to clause (i) above or relevant market data
pursuant to clause (ii) above unless the Determining Party reasonably believes
in good faith that such quotations or relevant market data are not readily
available or would produce a result that would not satisfy those standards.
When considering information described in clause (i), (ii) or (iii) above, the
Determining Party may include costs of funding, to the extent costs of funding
are not and would not be a component of the other information being utilised.
Third parties supplying quotations pursuant to clause (i) above or market data
pursuant to clause (ii) above may include, without limitation, dealers in the
relevant markets, end-users of the relevant product, information vendors,
brokers and other sources of market information.


Without duplication of
amounts calculated based on information described in clause (i), (ii) or (iii)
above, or other relevant information, and when it is commercially reasonable to
do so, the Determining Party may in addition consider in calculating a
Close-out Amount any loss or cost incurred in connection with its terminating,
liquidating or re-establishing any hedge related to a Terminated Transaction or
group of Terminated Transactions (or any gain resulting from any of them).


Commercially reasonable
procedures used in determining a Close-out Amount may include the following: —


(1)                                  application to relevant market data from third
parties pursuant to clause (ii) above or information from internal sources
pursuant to clause (iii) above of pricing or other valuation models that are,
at the time of the determination of the Close-out Amount, used by the
Determining Party in the regular course of its business in pricing or valuing
transactions between the Determining Party and unrelated third parties that are
similar to the Terminated Transaction or group of Terminated Transactions; and



 23
 









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


“Confirmation” has the meaning specified in the preamble.


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


“Contractual
Currency” has
the meaning specified in Section 8(a).


“Convention
Court” means any court which is
bound to apply to the Proceedings either Article 17 of the 1968 Brussels
Convention on Jurisdiction and the Enforcement of Judgments in Civil and
Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction
and the Enforcement of Judgments in Civil and Commercial Matters.


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


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


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


“Cross-Default” means the event specified in Section 5(a)(vi).


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


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


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


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


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


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


“electronic
messages” does
not include e-mails but does include documents expressed in markup languages,
and “electronic messaging system” will be construed accordingly.


“English
law” means the law of England
and Wales, and “English” will
be construed accordingly.


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


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


“General
Business Day” means
a day on which commercial banks are open for general business (including
dealings in foreign exchange and foreign currency deposits).


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



 24
 









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


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


“Local
Business Day” means
(a) in relation to any obligation under Section 2(a)(i), a General Business Day
in the place or places specified in the relevant Confirmation and a day on
which a relevant settlement system is open or operating as specified in the
relevant Confirmation or, if a place or a settlement system is not so
specified, as otherwise agreed by the parties in writing or determined pursuant
to provisions contained, or incorporated by reference, in this Agreement, (b)
for the purpose of determining when a Waiting Period expires, a General
Business Day in the place where the event or circumstance that constitutes or
gives rise to the Illegality or Force Majeure Event, as the case may be,
occurs, (c) in relation to any other payment, a General Business Day in the
place where the relevant account is located and, if different, in the principal
financial centre, if any, of the currency of such payment and, if that currency
does not have a single recognised principal financial centre, a day on which
the settlement system necessary to accomplish such payment is open, (d) in
relation to any notice or other communication, including notice contemplated
under Section 5(a) (i), a General Business Day (or a day that would have been a
General Business Day but for the occurrence of an event or circumstance which
would, if it occurred with respect to payment, delivery or compliance related
to a Transaction, constitute or give rise to an Illegality or a Force Majeure
Event) in the place specified in the address for notice provided by the
recipient and, in the case of a notice contemplated by Section 2(b), in the
place where the relevant new account is to be located and (e) in relation to
Section 5(a)(v)(2), a General Business Day in the relevant locations for
performance with respect to such Specified Transaction.


“Local
Delivery Day” means,
for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems
necessary to accomplish the relevant delivery are generally open for business
so that the delivery is capable of being accomplished in accordance with
customary market practice, in the place specified in the relevant Confirmation
or, if not so specified, in a location as determined in accordance with
customary market practice for the relevant delivery.


“Master
Agreement” has
the meaning specified in the preamble.


“Merger
Without Assumption” means
the event specified in Section 5(a)(viii).


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


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


“Non-default
Rate” means the rate certified
by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by
a major bank in a relevant interbank market for overnight deposits in the
applicable currency, such bank to be selected in good faith by the
Non-defaulting Party for the purpose of obtaining a representative rate that will
reasonably reflect conditions prevailing at the time in that relevant market.


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


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


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



 25
 









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


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


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


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


“Process
Agent” has the meaning
specified in the Schedule.


“rate of
exchange” includes,
without limitation, any premiums and costs of exchange payable in connection
with the purchase of or conversion into the Contractual Currency.


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


“Schedule” has the meaning specified in the preamble.


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


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


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


“Specified
Transaction” means,
subject to the Schedule, (a) any transaction (including an agreement with respect
to any such transaction) now existing or hereafter entered into between one
party to this Agreement (or any Credit Support Provider of such party or any
applicable Specified Entity of such party) and the other party to this
Agreement (or any Credit Support Provider of such other party or any applicable
Specified Entity of such other party) which is not a Transaction under this
Agreement but (i) which is a rate swap transaction, swap option, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option, credit protection transaction, credit swap, credit default
swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell-back
transaction, securities lending transaction, weather index transaction or
forward purchase or sale of a security, commodity or other financial instrument
or interest (including any option with respect to any of these transactions) or
(ii) which is a type of transaction that is similar to any transaction referred
to in clause (i) above that is currently, or in the future becomes, recurrently
entered into in the financial markets (including terms and conditions
incorporated by reference in such agreement) and which is a forward, swap, future,
option or other derivative on one or more rates, currencies, commodities,
equity securities or other equity instruments, debt securities or other debt
instruments, economic indices or measures of economic risk or value, or other
benchmarks against which payments or deliveries are to be made, (b) any
combination of these transactions and (c) any other transaction identified as a
Specified Transaction in this Agreement or the relevant confirmation.


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


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



 26
 









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


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


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


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


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


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


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


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


“Threshold
Amount” means the amount, if
any, specified as such in the Schedule.


“Transaction” has the meaning specified in the preamble.


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



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


“Waiting Period” means:-


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


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


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


	
  ABN AMRO BANK N.V.

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE

  TRUST

  
	
   

  	
  By: The Bank of New
  York (Delaware), not in its

  individual capacity, but solely as Trustee

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Frederick P. Engler

  	
   

  	
  By:

  	
  /s/ JoAnn C. DiOssi

  	
   

  	
   

  
	
   

  	
  Name:

  	
   Frederick P. Engler

  	
   

  	
   

  	
  Name:

  	
   JoAnn C. DiOssi

  	
   

  
	
   

  	
  Title:

  	
  Regional Manager Documentation

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
  Date:

  	
  March 29, 2007

  	
   

  	
   

  	
  Date:

  	
  March 29, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Christopher Fain

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   Christopher Fain

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  March 29, 2007

  	
   

  	
   

  	
   

  	
   

  
													



 



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