Exhibit
4.3


Series
2007-2 (Class B)





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



 8
 









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)(1) 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)(1) with respect to such party, then, for so
long as the relevant event or circumstance continues to exist with respect to
both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(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)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the
time immediately preceding the institution of the relevant proceeding or the
presentation of the relevant petition upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(4) or, to the
extent analogous thereto, (8).


(b)                                  Right to Terminate Following Termination Event.


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


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


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


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


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



 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 (I) 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)(1) if such failure is due to the
occurrence of an event or circumstance which would, if it occurred with respect
to payment, delivery or compliance related to a Transaction, constitute or give
rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue
interest and otherwise be treated as an Unpaid Amount owing to the other party
if subsequently an Early Termination Date results from an Event of Default, a
Credit Event Upon Merger or an Additional Termination Event in respect of which
all outstanding Transactions are Affected Transactions and (2) otherwise accrue
interest in accordance with Section 9(h)(ii)(2).


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


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


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



 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 l(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)(l) 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
Trans actions 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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