TO THE INITIATION OR
TERMINATION OF A TRANSACTION, THAT MAY ADVERSELY AFFECT THE MARKET PRICE, RATE,
INDEX OR OTHER MARKET FACTOR(S) UNDERLYING THE TRANSACTIONS CONTEMPLATED BY THE
ISDA DOCUMENTS AND CONSEQUENTLY THE VALUE OF THE TRANSACTIONS CONTEMPLATED BY
THE ISDA DOCUMENTS.
NEITHER THIS AGREEMENT NOR THE OTHER SPECIFIED AGREEMENTS
SHALL LIMIT IN ANY MANNER THE ABILITY OF SET TO ENTER INTO ANY TRANSACTION OF
ANY NATURE WITH ANY OTHER PERSON.
THE PARTIES ACKNOWLEDGE THAT THE RELATIONSHIP
BETWEEN SET AND PARTY B AND ITS AFFILIATES IS A COMMERCIAL AND NOT A FIDUCIARY
RELATIONSHIP AND THAT SET IS FREE TO PURSUE ITS OWN BUSINESS INTERESTS.
(M)
EXISTING ISDA. THE PARTIES HEREBY AGREE THAT,
ON AND WITH EFFECT FROM THE DATE OF THIS AGREEMENT, THE ISDA MASTER AGREEMENT,
DATED AS OF JULY 28, 2006 (AS AMENDED, SUPPLEMENTED, OR OTHERWISE MODIFIED PRIOR
TO THE DATE HEREOF) BETWEEN PARTY A AND PARTY B (THE "EXISTING ISDA MASTER
AGREEMENT") SHALL BE TERMINATED IN ALL RESPECTS, AND ALL TRANSACTIONS (AS
DEFINED IN THE EXISTING ISDA MASTER AGREEMENT) WHICH REMAIN IN EFFECT AS OF THE
DATE HEREOF SHALL, FROM AND AFTER THE DATE HEREOF, BE (AND SHALL BE DEEMED TO
BE) TRANSACTIONS UNDER THIS AGREEMENT IN ALL RESPECTS AND FOR ALL PURPOSES. IN
THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND ANY
CONFIRMATION EVIDENCING AN OUTSTANDING TRANSACTION ORIGINALLY ENTERED INTO UNDER
THE EXISTING ISDA MASTER AGREEMENT, THE CONFIRMATION WILL PREVAIL FOR PURPOSES
OF SUCH TRANSACTION.
(N)
PAYMENTS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN:
(I)
ALL PAYMENTS SHALL BE MADE BY PARTY B TO
PARTY A WITHOUT SETOFF, RECOUPMENT OR COUNTERCLAIM AND IN IMMEDIATELY AVAILABLE
FUNDS AT THE OFFICE SPECIFIED BY PARTY A NOT LATER THAN 12:00 P.M. NEW YORK TIME
ON THE DATE DUE, AND FUNDS RECEIVED AFTER THAT HOUR SHALL BE DEEMED TO HAVE BEEN
RECEIVED BY PARTY A ON THE FOLLOWING BUSINESS DAY.
(II)
IF ANY PAYMENT UNDER THIS AGREEMENT FALLS
DUE ON A DAY WHICH IS NOT A BUSINESS DAY, THEN SUCH DUE DATE SHALL BE EXTENDED
TO THE IMMEDIATELY FOLLOWING BUSINESS DAY AND ADDITIONAL INTEREST, FINANCING
FEES AND CREDIT SUPPORT FEES SHALL ACCRUE AND BE PAYABLE FOR THE PERIOD OF ANY
SUCH EXTENSION.
(O)
TERMINATION OF SPECIFIED TRANSACTIONS. PARTY
B SHALL DEMONSTRATE TO PARTY A THAT ALL SPECIFIED TRANSACTIONS (AND ANY RELATED
MASTER AGREEMENTS) BETWEEN PARTY B OR ANY SPECIFIED ENTITY OF PARTY B AND ANY
THIRD PARTY, AS SET FORTH ON EXHIBIT 5(O), SHALL BE TERMINATED OR NOVATED TO
PARTY A WITHIN 30 DAYS AFTER THE CLOSING DATE.
PARTY B REPRESENTS TO PARTY A
THAT NO OTHER SPECIFIED TRANSACTIONS WILL BE OUTSTANDING AS OF THE CLOSING DATE
EXCEPT THOSE SET FORTH ON EXHIBIT 5(O).
(P)
SUB ACCOUNTS.
PARTY B ACKNOWLEDGES AND
AGREES THAT ALL FUNDS HELD IN THE PARTY A SUB ACCOUNT AND THE SWAP NOTE SUB
ACCOUNT MAY BE COMMINGLED WITH PARTY A'S FUNDS AND PARTY A SHALL BE ENTITLED TO
SELL, PLEDGE, INVEST OR USE THE FUNDS HELD IN SUCH ACCOUNTS, FREE FROM CLAIM OR
RIGHT OF