ISDA Master Agreement, by and between Bel Fuse Inc. and PNC Bank, National Association, dated as of November 10, 2021

1.

Interpretation

a.

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

b.

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

c.

Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2.

Obligations

a.

General Conditions.

i.

Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

ii.

Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement

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,

d.

Deduction or Withholding for Tax.

i.

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

1.

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

2.

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

3.

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

4.

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

A.

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

B.

the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, 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,

3.

Representations

a.

Basic Representations.

i.

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

ii.

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

iii.

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

iv.

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

v.

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

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

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

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,

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 Transaction evidenced by such a Confirmation 7(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);

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

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 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),

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 thedate 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)(1) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be.

ii.

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

iii.

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

d.

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

i.

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

ii.

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

e.

Inability of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event occurs under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant Office is not the Affected Party’s head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or compliance with the relevant provision by the Affected Party’s head or home office and (iv) the Affected Party’s head or home office fails so to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i)or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or circumstance continues to exist with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case may be, and the Affected Party’s head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1).

6.

Early Termination; Close-Out Netting

a.

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

b.

Right to Terminate Following Termination Event.

i.

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

ii.

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

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.

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,

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).

d.

Calculations; Payment Date.

i.

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

ii.

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

e.

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

i.

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

ii.

Termination Events. If the Early Termination Date results from a Termination Event:―

1.

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

2.

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

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 law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

iv.

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

v.

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

f.

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

7.

Transfer

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.

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

c.

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

d.

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

9.

Miscellaneous

a.

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

b.

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

c.

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

d.

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

e.

Counterparts and Confirmations.

i.

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

ii.

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

f.

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

g.

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

h.

Interest and Compensation.

i.

Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:―

1.

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

2.

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

3.

Interest on Deferred Payments. If:―

A.

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

B.

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

C.

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

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.

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

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

vi.

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

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.

14.

Definitions

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

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.

a.

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

b.

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

c.

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

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.

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

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.

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 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.

a.

"Specified Entity" means in relation to Party A for the purposes of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(v):

b.

"Specified Transaction" will have the meaning specified in Section 14 of this Agreement.

c.

The "Cross-Default" provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B. Section 5(a)(vi) of this Agreement is hereby amended by (i) deleting the phrase ", or  becoming capable at such time of being declared," from clause (I); and (ii) adding the following after the semicolon at the end thereof:

d.

The "Credit Event Upon Merger" provisions of Section 5(b)(v): will apply to Party A and will apply to Party B.

e.

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

f.

"Termination Currency" means United States Dollars ("USD'').

g.

Additional Termination Event will apply. The following will constitute Additional Termination Events:

i.

It shall be an Additional Termination Event, with respect to which Party B shall be the sole Affected Party, if for any reason either (A) Party A's obligation to lend under the Credit Agreement is terminated or (B) Party A ceases to be a party to the Credit Agreement.

ii.

It shall be an Additional Termination Event, with respect to which Party B shall be the sole Affected Party, if (A) Party A ceases to be a Secured Party under the Credit Agreement, (B) the guarantee obligations of the loan parties under the Credit Agreement do not extend to the obligations of Party B hereunder, (C) all or substantially all of the collateral under the Credit Agreement and related loan documents is released without the prior written consent of Party A or (D) the obligations and liabilities of Party B hereunder fail to be senior secured, pari passu and equal in right and priority of payment with the Loans under the Credit Agreement.

a.

Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A and Party B will make the following representation:

b.

Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

i.

The following representations will apply to Party A:

ii.

The following representations will apply to Party B:

1.

Party B is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of New Jersey.

2.

It is a ''U.S. person'' (as that term is used in section l.l441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii).

a.

Tax forms, documents or certificates to be delivered are:

Party required to deliver document

Form, Document
or Certificate

Date by which
to be Delivered

Covered by Section 3(d)

Party A and Party B

A complete and accurate United States Internal Revenue Service Form W-9 (or any applicable successor form), and such other form or document reasonably requested by a party that is required to enable the other party to make payments under this Agreement without deduction or withholding for or on account of Taxes or with such withholding or deduction at a reduced rate.

Upon (i) execution of this Agreement, (ii) reasonable demand by Party A, and (iii) learning that any such form previously provided has become obsolete or incorrect.

Yes

Party required to deliver document

Form, Document
or Certificate

Date by which
to be Delivered

Covered by Section 3(d)

Party A

An incumbency certificate with respect to the signatory of this Agreement.

Upon request.

Yes

Party B

Evidence of Party B’s authority to enter into this Agreement and each Transaction entered into under this Agreement.

Upon execution of this Agreement.

Yes

Party B

An incumbency certificate with respect to the signatory of this Agreement.

Upon execution of this Agreement.

Yes

Party A

Annual Report of The PNC Financial Services Group, Inc. containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party is organized.

To be made available on www.pnc.com as soon as available an in any event within 90 days after the end of each fiscal year of Party A.

Yes

Party A

Quarterly Report of The PNC Financial Services Group, Inc. containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party is organized.

To be made available on www.pnc.com as soon as available an in any event within 45 days after the end of each fiscal year of Party A.

Yes

Party B

Annual Report of Party B and any Credit Support Provider thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized.  

As soon as available and in any event within 90 days after the end of each fiscal year of Party B and of the Credit Support Provider.  

Yes

Party B

Quarterly Financial Statements of Party B and any Credit Support Provider thereof containing unaudited, consolidated financial statements of such party’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized.  

As soon as available and in any event within 45 days after the end of each fiscal quarter of Party B and of the Credit Support Provider.  

Yes

a.

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

c.

Offices. The provisions of Section 1 0(a) will apply to this Agreement.

d.

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

e.

Calculation Agent. The Calculation Agent is Party A unless an Event of Default has occurred and is continuing with respect to Party A, in which case Party B may appoint a leading dealer in the relevant market to act as Calculation Agent.

f.

Credit Support Document. Details of any Credit Support Document:

g.

Credit Support Provider.

h.

Governing Law; Jurisdiction. This Agreement and any and all controversies arising out of or in relation to this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its conflict of laws doctrine).

i.

Netting of Payments. Unless the parties otherwise so agree, "Multiple Transaction Payment Netting" will apply for the purpose of Section 2(c) of this Agreement to all Transactions, starting as of the date of this Agreement.

k.

Absence of Litigation. For the purpose of Section 3(c):

l.

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

m.

Additional Representation will apply. For the purpose of Section 3 of this Agreement, each of the following will constitute an Additional Representation, which will be made by the party indicated below at the times specified below:

i.

Mutual Representations. Each party makes the following representations 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):

A.

Relationship Between Parties. Absent a written agreement between the pa1tics that expressly imposes affirmative obligations to the contrary for that Transaction:

1.

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

2.

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

3.

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

B.

Eligible Contract Participant. It is an "eligible contract pa1ticipant" and that each guarantor of its Swap Obligations (as defined below), if any, is an "eligible contract pa1ticipant," as such term is defined in the U.S. Commodity Exchange Act, as amended. "Swap Obligation'' means any obligation incurred with respect to a transaction that is a "swap" as defined in the Section la(47) of the Commodity Exchange Act and CFTC Regulation l.3(xxx).

ii.

Municipal Advisor Rule. Party B hereby represents, and will be deemed to represent at all times until the termination of the Agreement, that it is not, and docs not act on behalf of, either a ·'municipal entity" or "obligated person" (in each case as defined in Section 15B of the Securities Exchange Act of 1934 and the rules adopted by the SEC with respect to municipal advisor registration).

iii.

In the case of Party B, it is not a federal entity (as defined below).  Party B acknowledges and agrees that, unless it has notified Party A in writing otherwise, Party A (as the reporting party under CFTC Regulation 45) will report to an SDR that Party B is not a federal entity.  As used herein, “federal entity” means:

iv.

In the case of Party B, such party is not a “covered fund”, as that term is defined in Section 13 of the Bank Holding Company Act of 1956 (the “Volcker Rule”), as amended, modified or supplemented from time to time, and the regulations promulgated thereunder, as codified at 12 C.F.R. §§ 44 (OCC), 248, (Federal Reserve) and 351 (FDIC), and 17 C.F.R. §§ 75 (CFTC) and 255 (SEC).

n.

Recording of Conversations. Each party to this Agreement acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Agreement whether by one or the other or both of the parties or their agents.

a.

Financial Statements. Section 3(d) is hereby amended by adding in the third line thereof after the word "respect" and before the period:  "or, in the case of financial statements, a fair presentation of the financial condition of the relevant Party".

b.

2002 Master Agreement Protocol. Annexes l to 18 and Section 6 of the ISDA 2002 Master Agreement Protocol as published by the International Swaps and Derivatives Association, Inc. on July 15, 2003 are incorporated into and apply to this Agreement.  References in those definitions and provisions to any ISDA Master Agreement will be deemed to be references to this Master Agreement.

c.

Consent to Disclosure.

i.

(A) Party B consents to the disclosure to Party A's Affiliates, as Party A may deem appropriate, of records and information disclosed to or otherwise provided to Party A by Party B for the purpose of processing and executing Party B's instructions, or in pursuance of Party A's or Party B's commercial interest, and (B) for the avoidance of doubt, such consent gives Party A the right to allow any intended recipient of such Party B information access, by any means, to such Party B information.

ii.

Each party acknowledges that:

A.

disclosures made pursuant to this Part 5(c) may include, without limitation, the disclosure of trade information including a party's identity (by name, address, corporate affiliation, identifier or otherwise) to any trade repository registered or recognized in accordance with the relevant Reporting Regulation, including CFTC Rule published on September 1, 2011 with respect to Swap Data Repositories (76 FR 54538) or one or more systems or services operated by any such trade repository ("TR") and any relevant regulators (including without limitation, the U.S. Commodity Futures Trading Commission or other U.S. regulators in the case of trade rcp01iing under applicable U.S. laws, the European Securities and Markets Authority and national regulators in the European Union) under the Reporting Regulation;

B.

such disclosures could result in certain anonymous transaction and pricing data becoming available to the public;

C.

for purposes of complying with regulatory reporting obligations, a party may use a third party service provider to transfer trade information into a TR and any such TR may engage the services of a global trade repository regulated by one or more governmental regulators; and

D.

disclosures made pursuant hereto may be made to recipients in a jurisdiction other than that of the disclosing party or a jurisdiction that may not necessarily provide an equivalent or adequate level of protection for personal data as the counterparty's home jurisdiction.

iii.

For the avoidance of doubt, (A) to the extent that applicable non-disclosure, confidentiality, bank secrecy, data privacy or other law imposes non-disclosure requirements on transaction and similar information required or permitted to be disclosed as contemplated herein but permits a party to waive such requirements by consent, the consent and acknowledgements provided herein shall be a consent by each party for purposes of such law; (B) any agreement between the parties to maintain confidentiality of information contained herein or in any non-disclosure, confidentiality or other agreement shall continue to apply to the extent that such agreement is not inconsistent with the disclosure of information in connection with the Reporting Requirements as set out herein; and (C) nothing herein is intended to limit the scope of any other consent to disclosure separately given by each party to the other party.

d.

[Reserved]

e.

Set-off. Section 6(f) is hereby amended by inserting in the sixth line thereof the words "or any affiliates of the Payee in circumstances where the Payee is the Non-defaulting Party or Non‐ Affected Party" following the words "payable by the Payee".

f.

WAIVER OF RIGHT TO TRIAL BY JURY EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRL,1L BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

g.

Method of Notice. Section 12(a)(ii) of the Master Agreement is deleted in its entirety and replaced with "(ii) [RESERVED];".

h.

Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. "Tax" as used in Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable Tax" as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations or official interpretations thereof any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a "FATCA Withholding Tax"). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.

i.

HIRE Act. Notwithstanding Section  1(b)  of this Agreement and any provision  that is inconsistent  or to the contrary in any Confirmation, to the extent that either party to this Agreement is not an adhering party to the ISDA 2015 Section 871(m)  Protocol  published  by the  International  Swaps and Derivatives Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the "871(m) Protocol"),  the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to this Agreement as if set forth in full herein, and each Confirmation dated prior to the date hereof or on or subsequent  to the date hereof is hereby amended to reflect such provisions and amendments. The parties further agree that, solely for purposes of applying such provisions and amendments to this Agreement, references to "each Covered Master Agreement" in the 871(m) Protocol will be deemed to be references to  this  Agreement,  and references to the "Implementation Date" in the 871(m) Protocol will  be deemed  to be references to the date of this Agreement.

k.

Incorporation by Reference of Terms of Credit Agreement.  The covenants,  terms  and  provisions of,  including all representations and warranties of Party  B  contained  in  the Credit  Agreement,  as  in effect as of the date of  this  Agreement,  are  hereby  incorporated  by  reference  in, and  made  part  of, this Agreement to the same extent as if such covenants, terms, and provisions  were set forth  in  full herein. Party B hereby agrees that, during the period commencing with the date  of  this  Agreement through and including  such  date  on  which  all  of  Party  B's  obligations  under  this  Agreement  are fully performed, Party B will (i)  observe,  perform,  and  fulfill  each  and  every  such  covenant,  term, and provision  applicable  to  Party  B,  as  such  covenants,  terms,  and  provisions,  may  be  amended from time to time after the date of this Agreement  with  the  consent  of  Party  A  and  (ii)  deliver  to Party A at the address  for  notices  to  Party  A  provided  in  Part 4  each  notice,  document,  certificate or other writing as Party B is obligated to furnish  to any other  party  to the Credit  Agreement.  In the event the Credit Agreement terminates or becomes no longer  binding  on  Party  B  prior  to  the termination of this Agreement, such covenants, terms, and provisions (other than those requiring payments in respect of  amounts  owed  under  the  Credit  Agreement)  will  remain  in  force  and  effect for purposes of this  Agreement  as  though  set  forth  in  full  herein  until  the  date  on  which  all  of Party B's obligations under this Agreement are fully performed, and this Agreement is terminated.

l.

Hedge Agreement. Party B represents to Party A (which representation will be deemed to be repeated by Party B on each date on which a Transaction is entered into) that this Agreement is a Hedge Agreement (as such term is defined in the Credit Agreement).

a.

Incorporation of Definitions. The 1998 FX and Currency Option Definitions (the "FX Definitions"), published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee, are hereby incorporated by reference with respect to FX Transactions (as defined in the FX Definitions) and Currency Option Transactions (as defined in the FX Definitions). Terms defined in the FX Definitions shall have the same meanings in this Part 6.

b.

Scope. Unless otherwise agreed in writing by the parties, each FX Transaction and Currency Option Transaction entered into between the parties before, on or after the date of this Agreement shall be a Transaction under this Agreement and shall be part of, subject to and governed by this Agreement. FX Transactions and Currency Option Transactions shall be part of, subject to and governed by this Agreement even if the Confirmation in respect thereof does not state that such FX Transaction or Currency Option Transaction is subject to or governed by this Agreement or does not otherwise reference this Agreement.

c.

Premium Netting. If, on any date, and unless otherwise mutually agreed by the parties, Premiums would otherwise be payable hereunder in the same Currency between the same respective offices of the parties, then, on such date, each party's obligation to make payment of such Premiums will be automatically satisfied and discharged and, if the aggregate Premiums that would otherwise have been payable by such office of one party exceeds the aggregate Premiums that would otherwise have been payable by such office of the other party, replaced by an obligation upon the party by whom the larger aggregate Premiums would have been payable to pay the other party the excess of the larger aggregate Premiums over the smaller aggregate Premiums, and if the aggregate Premiums are equal, no payment shall be made.

d.

Potential Event of Default. Subject to Section 2(a)(iii)  of  the Agreement,  if an  Event of  Default or Potential Event of Default has occurred and is continuing,  and  an  Early  Termination  Date  has not been designated by the Non-defaulting Party, the Non-defaulting Party  may, by written notice, specify that any or all Currency Options being settled while such Event  of  Default  or  Potential Event of Default is continuing shall be settled in accordance with Article 3, Section 3.7 of the FX Definitions and upon such  notice  becoming  effective, the  parties shall  be deemed  to  have elected to have the specified Currency Options settle at the In-the-Money  Amount  unless and  until  the Event of Default or Potential Event of Default is no longer continuing.

e.

Payment Instructions. All payments to be made hereunder in respect of FX and Currency Option Transactions shall be made in accordance with standing payment instructions provided by the parties from time to time in writing (or as otherwise specified in a Confirmation).

f.

Notice of Exercise. Article 3, Section 3.5(g) of the FX Definitions is amended by the deletion of the word "facsimile," in the fourth line thereof.

g.

Automatic Exercise. Article 3, Section 3.6(c)(i), line six of the FX Definitions which currently reads "one percent of the Strike Price" shall be amended to read "0.5% of the Strike Price."

h.

Terms Relating to Premium. Article 3, Section 3.4 of the FX Definitions is hereby amended by the addition of the following as a new paragraph (c) of the FX Definitions.

i.

Successor Currency. Section 4.3 of the FX Definitions is hereby amended by the addition of the following new paragraph immediately after the first paragraph:-

1.

Accuracy of Representations.  Each party represents to the other party (which representation is deemed repeated as of the time of each Swap Transaction Event (as defined below) that, as of the date of each Swap Transaction Event (i) all information (excluding financial information) furnished by or on behalf of it to the other party pursuant to or in connection with this Agreement (“DF Information”) is true, accurate and complete in every material respect, (ii) no representation provided in the DF Information or in this Agreement is incorrect or misleading in any material respect, and (iii) all DF Information that is financial information furnished by or on behalf of it to the other party has been prepared in accordance with applicable accounting standards, consistently applied.  As used in this Agreement, “Swap Transaction Event” shall mean the execution by Party A and Party B on or after the date of this Agreement of (i) a new “Swap” (as defined below), or (ii) any material amendment to, or novation of, an existing Swap under this Agreement. As used in this Agreement, “Swap” shall mean a “swap” as defined in Section 1a(47) of the CEA and CFTC Regulation 1.3 thereunder that is, or is to be, governed by this Agreement. The term “Swap” also includes any “foreign exchange forward” or “foreign exchange swap,” as those terms are defined in Sections 1a(24) and 1a(25) of the CEA, respectively, governed, or to be governed, by this Agreement that are exempted from regulation as “swaps” by the U.S. Secretary of the Treasury pursuant to authority granted by Section 1a(47)(E) of the CEA. As used in this Agreement, “CFTC Regulations” mean the rules, regulations, orders and interpretations published or issued by the CFTC, as amended.    

2.

Reliance on Representations for Future Swaps. Each party acknowledges that if the parties enter into any Swap Transaction Event, the other party will do so in reliance upon the DF Information and the representations provided by such party or its agent in the DF Information and this Agreement.   

3.

Notice of any Material Changes to Representations. In accordance with the procedures specified in Section 12(a) of this Agreement regarding delivery of notices or communications to a party, or by such other means as may be agreed in writing between the parties from time to time (collectively, the “Notice Procedures”), each party agrees to promptly notify the other party (i) of any material change to any DF Information previously provided by such party or on behalf of such party and (ii) if any representations made in any DF Information or this Agreement by or on behalf of such party become incorrect or misleading in any material respect. For any representation made in the DF Information or this Agreement that would be incorrect or misleading in any material respect if repeated on any date following the date on which the representation was last repeated, the notifying party shall timely amend such representation by giving notice of such amendment to the other party in accordance with the Notice Procedures. Notwithstanding anything in this Agreement to the contrary, a notification pursuant to this subsection 3 shall be effective on the Local Business Day following the date on which a notice would be effective pursuant to the Notice Procedures or such other date as the parties may specify in writing (the “Notice Effective Date”) and the relevant information or representation will be deemed amended as of such Notice Effective Date.

4.

Further Assurances.  Each party agrees to promptly provide the other party, in accordance with the Notice Procedures, any information reasonably requested by such other party to enable such other party to comply with Title VII of the Dodd-Frank Act (and the related CFTC Regulations and interpretations issued by the CFTC and other applicable regulators (collectively, the “DF Rules”)) in connection with any Swap outstanding between the parties under this Agreement.

5.

Consent to Disclosure of Confidential Information.   Notwithstanding anything to the contrary in this Agreement or in any nondisclosure, confidentiality or similar agreement between the parties, each party hereby consents to the disclosure of information to the extent required by the DF Rules which mandate reporting of transaction and similar information. Each party acknowledges that disclosures made pursuant to this subsection 5 may include, without limitation, the disclosure of trade information including a party’s identity (by name, identifier or otherwise) to a “swap data repository” (as such term is defined in Section 1a(48) of the CEA and applicable CFTC Regulations, hereinafter “SDR”) and relevant regulators and that such disclosures will result in certain anonymous Swap transaction and pricing data becoming available to the public.  Each party further acknowledges that, for purposes of complying with regulatory reporting obligations, an SDR may engage the services of a global trade repository regulated by one or more governmental regulators; provided that such regulated global trade repository is subject to comparable confidentiality provisions as is an SDR registered with the CFTC. For the avoidance of doubt, to the extent that applicable non-disclosure, confidentiality, bank secrecy or other law imposes nondisclosure requirements on transaction and similar information required to be disclosed pursuant to the DF Rules but permits a party to waive such requirements by consent, the consent and acknowledgements provided herein shall be a consent by each party for purposes of such other applicable law.  

6.

Legal Entity Identifier.  Party A hereby represents to Party B that Party A’s CFTC Interim Compliant Identifier satisfying the “legal entity identifier” requirements of CFTC Regulation 45.6 is:  AD6GFRVSDT01YPT1CS68. Party B hereby agrees to provide to Party A its “legal entity identifier” or CFTC Interim Compliant Identifier satisfying the requirements of CFTC Regulation 45.6 on or before the occurrence of the first Swap Transaction Event.

7.

Party A is an ECP.  Party A hereby represents to Party B that Party A is an “eligible contract participant” as that term is defined in Section 1a(18) of the CEA and the applicable CFTC’s Regulations, based upon the fact that it is a “swap dealer” as defined in Section 1a(49) of the CEA and CFTC Regulation 1.3 thereunder.

8.

Authority and Due Execution. Each party represents to the other party (which representation is deemed repeated as of the occurrence of each Swap Communication Event (as defined below)):

a.

all information provided by it in this Agreement is true, accurate and complete in every material respect as of the date hereof, and may be relied upon by the other party;  

b.

it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

c.

it has the power to execute and deliver this Agreement and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance;

d.

its execution, delivery and performance of this Agreement will 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;

e.

all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

f.

its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, 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)).

1.

Acknowledgment of Party A Notifications. Party B represents and agrees that it has received, reviewed, and understands the notifications from Party A described in subsection (d) of this Part 7.

2.

Manner of Notifications and Disclosures. (a) Party B agrees that Party A may effect delivery to Party B of any notifications and informational disclosures required by the DF Rules, including standardized notifications and disclosures applicable to multiple Swaps, through any of the following means, each of which Party B agrees is reliable: (i) means specified for the delivery of notices in the Notice Procedures or (ii) by posting on a web page at, or accessible through, a URL designated in a written notice given to Party B in accordance with the Notice Procedures and notifying Party B of such posting in a written notice given to Party B in accordance with the Notice Procedures, provided that Party A need not provide written notice of posting on such web page with respect to the provision of post-trade daily mid-market marks required pursuant to CFTC Regulation 23.431(d) or with respect to the provision of pre-trade mid-market marks required pursuant to CFTC Regulation 23.431(a)(3)(i).  

3.

Disclosure of Material Confidential Information to Party A Regulators. Party B agrees that Party A is authorized to disclose “material confidential information” (as such term is used in CFTC Regulation 23.410(c) (“Material Confidential Information”)) provided to Party A by (or on behalf of) Party B to comply with a request of any regulatory authority or self-regulatory organization with jurisdiction over Party A or of which Party A is a member or as otherwise required by applicable law (whether by statute, law, rule, regulation, court order, subpoena, deposition, civil investigative demand or otherwise).  If, on or prior to the date of this Agreement, Party B and Party A have entered into a written agreement relating to the nondisclosure of information regarding Party B or its activities, Party B and Party A agree that all information that is subject to that agreement that constitutes Material Confidential Information and is provided by (or on behalf of) Party B to Party A may be used or disclosed by Party A in any manner that is not prohibited by the terms of such agreement, irrespective of any limitations set forth in CFTC Regulation 23.410(c)(1).

4.

Disclosure of Material Confidential Information to Party A Affiliates.  Notwithstanding that any Material Confidential Information provided by (or on behalf of) Party B to Party A may be subject to an agreement of the type described in subsection 3 above, Party B agrees that Party A is authorized to use or disclose such Material Confidential Information to (i) any of its affiliates, third-party service providers (provided such affiliates and third-party service providers are subject to limitations on use or disclosure that are no less restrictive than the limitations applicable to Party A under the DF Rules, as agreed by the parties in this Agreement) and (ii) any person acting for or on behalf of Party A, including an “associated person” as defined in Section 1a(4) of the CEA, solely for purposes of complying with the internal legal risk, compliance, accounting, operational risk, market risk, liquidity risk or credit risk policies of Party A or its affiliates (in each case, consistently applied) or as otherwise permitted by the DF Rules. Notwithstanding the foregoing, no such Material Confidential Information will be disclosed to any person acting in a structuring, sales or trading capacity for Party A or any affiliate of Party A except as permitted by CFTC Regulation 23.410(c)(2); provided that for purposes of the foregoing, Party B and Party A agree that:

a.

“the effective execution of any swap for or with counterparty,” as such language is used in CFTC Regulation 23.410(c)(2)(i), may require, without limitation, the delivery of Material Confidential Information to persons acting in a structuring, sales or trading capacity for Party A or any affiliate of Party A for the purpose of structuring a Swap or for the purpose of, but solely to the extent necessary for, establishing the price of a Swap or proposed Swap or adjusting the terms of an existing Swap; and

b.

the disclosure or use of Material Confidential Information to “hedge or mitigate any exposure,” as such language is used in CFTC Regulation 23.410(c)(2)(ii), includes, without limitation, its disclosure or use, for the purpose of, but solely to the extent necessary for, establishing or adjusting one or more anticipatory hedges or other positions intended to hedge against the market risk, liquidity risk or counterparty credit exposure to Party B that is generated by a Swap or proposed Swap.

5.

Information Not Considered Material Confidential Information. Party B agrees that the following information is not considered Material Confidential Information for purposes of this Agreement: information that, at or prior to the time of its use or disclosure by Party A, is generally available publicly other than as a result of (i) a breach by Party A of its obligations to Party B under applicable laws of the United States and rules, regulations, orders and written interpretations of U.S. federal authorities, self-regulatory organizations, markets, exchanges, and clearing facilities or a written agreement relating to the nondisclosure of information regarding Party B or its activities or (ii) a breach by (a) any of Party A’s affiliates or third-party service providers that receive such information from Party A or (b) any of Party A’s affiliates that receive such information in connection with the trading relationship between Party A and Party B, in either case, of corresponding restrictions on the use or disclosure of such information that are applicable to it.

6.

End-User Exception. If Party B is eligible for an exception from the mandatory clearing requirements with respect to any Swap under Section 2(h)(7) of the CEA and CFTC Regulation 50.50, Party B may elect, in writing, not to clear such Swap; provided, that in order to make such election, Party B shall provide to Party A any certificates and documentation required by Party A in connection therewith.  

7.

Daily Marks for Cleared Swaps. Party B agrees and acknowledges that, with respect to each cleared Swap originally executed between Party B and Party A, Party B will obtain any daily marks it wishes to receive for such cleared Swap from (i) the futures commission merchant through which Party B clears such Swap; (ii) the relevant “derivatives clearing organization” (as such term is defined in Section 1a(15) of the CEA and applicable CFTC Regulations, hereinafter, “DCO”); or (iii) another third party.

8.

Daily Marks for Uncleared Swaps. Party B agrees and acknowledges that, unless otherwise agreed with Party A in writing, with respect to each uncleared Swap between Party B and Party A, any daily marks required to be provided by Party A to Party B pursuant to CFTC Regulation 23.431(d) will be calculated by Party A as of the close of business on the valuation date specified.

9.

Swaps are for Hedging Purposes Only. If Party B is a corporation, partnership, proprietorship, organization, trust, or other entity, Party B represents to Party A (which representation is deemed repeated as of the time of each Swap Transaction Event) that each Swap entered into by it under this Agreement will be entered into in connection with the conduct of Party B’s business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by Party B in the conduct of Party B’s business. If Party B is an individual, Party B represents to Party A (which representation is deemed repeated as of the time of each Swap Transaction Event) that each Swap entered into by it under this Agreement will be entered into in order to manage the risk associated with an asset owned or liability incurred, or reasonably likely to be owned or incurred, by Party B.

10.

International Swaps. Party B agrees that with respect to each Swap under this Agreement  that is an “international swap” (as that term is defined in CFTC Regulation 45.1), it shall notify Party A of such international swap, as soon as practicable and in accordance with the Notice Procedures, of the (i) identity of each non-U.S. trade repository not registered with the CFTC to which the Party B or its agent has reported the Swap, if any, and (ii) swap identifier used by such non-U.S. trade repository to identify the Swap, if any.

11.

Notification of “Life Cycle” Events. Party B agrees that with respect to each Swap under this Agreement, upon the occurrence of any “life cycle event” (as that term is defined in CFTC Regulation 45.1) relating to a corporate event in respect of such Party B and such Swap, it will, as soon as practicable, but in no event later than 10 a.m. on the second Local Business Day following the day on which such life cycle event occurs, notify Party A in accordance with the Notice Procedures of the occurrence of such life cycle event, with sufficient detail regarding such life cycle event to allow Party A to comply with any reporting requirements imposed by the DF Rules.  

12.

Party B is not a Commodity Pool. Party B represents to Party A that it is not a “commodity pool” as that term is defined in Section 1a(10) of the CEA and applicable CFTC Regulations thereunder.

13.

Party B is not a Financial Entity. Party B represents to Party A that it is not a “financial entity,” as such term is defined in Section 2(h)(7)(C)(i) of the CEA and applicable CFTC Regulations thereunder.

14.

Party B is not a Swap Dealer. Party B represents to Party A that it is not a “swap dealer” as such term is defined in Section 1a(49) of the CEA and applicable CFTC Regulations thereunder.

15.

Party B is not a Security-Based Swap Dealer. Party B represents to Party A that it is not a “security-based swap dealer” as such term is defined in Section 3(a)(71) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Rule 3a-71-1 thereunder.

16.

Party B is not a Major Swap Participant. Party B represents to Party A that it is not a “major swap participant” as such term is defined in Section 1a(33) of the CEA and applicable CFTC Regulations thereunder.

17.

Party B is not a Major Security-Based Swap Participant.   Party B represents to Party A that it is not a “major security-based swap participant” as such term is defined in Section 3(a)(67) of the Exchange Act and Rule 3a67-1 thereunder.

18.

Party B is not a Special Entity. Party B represents to Party A that it is not a “Special Entity”.

i.

a Federal agency;

ii.

a State, State agency, city, county, municipality, other political subdivision of a State, or any instrumentality, department, or a corporation of or established by a State or political subdivision of a State;

iii.

any employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

iv.

any governmental plan, as defined in Section 3 of ERISA;

v.

any endowment, including an endowment that is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986; or

vi.

any employee benefit plan defined in Section 3 of ERISA, not otherwise defined as a Special Entity, that elects to be a Special Entity by notifying Party A of its election prior to entering into a Swap with Party A.   

19.

Party B is not an Obligated Person.  Party B represents to Party A, as of the date hereof and again on each Trade Date, that it is not either a “municipal entity” or “obligated person” (in each case, as defined in Section 15B of the Securities Exchange Act of 1934, as amended, and the rules adopted by the Securities and Exchange Commission with respect to municipal advisor registration).

20.

Party B is not an Active Fund. Party B represents to Party A that it is not an “Active Fund”. “Active Fund” means a “private fund,” as defined in Section 202(a) of the Investment Advisers Act of 1940, that (i) is not a Third-Party Subaccount (as defined below) and (ii) has executed 200 or more swaps per month on average over the 12 months preceding November 1, 2012. For purposes of clause (ii) of this definition, “swaps” shall exclude “foreign exchange forwards” and “foreign exchange swaps,” as those terms are defined in Sections 1a(24) and 1a(25) of the CEA, respectively, exempted from regulation as “swaps” by the U.S. Secretary of the Treasury pursuant to authority granted by Section 1a(47)(E) of the CEA.  “Third-Party Subaccount” means an account that is managed by an investment manager who is (1) independent of and unaffiliated with the account’s beneficial owner or sponsor and (2) responsible for the documentation necessary for the account’s beneficial owner to clear swaps.  

21.

Party B is Not a Financial Company or an Insured Depository Institution. Party B represents to Party A that it is neither an “insured depository institution” (as defined in 12 U.S.C. § 1813) nor a “financial company” (as defined in Section 201(a)(11) of the Dodd-Frank Act, 12 U.S.C. § 5381(a)(11)). Party B agrees to provide notice to Party A, in accordance with the Notice Procedures, if at any time after its execution of this Agreement it becomes an “insured depository institution” (as defined in 12 U.S.C. § 1813) or it becomes a “financial company” (as defined in Section 201(a)(11) of the Dodd-Frank Act, 12 U.S.C. § 5381(a)(11)).

22.

Party B Does Not Have any “Designated Evaluation Agents”. Party B represents to Party A that it does not have any person (other than an employee of Party B) that is responsible for (i) evaluating investment risks with regard to any Swaps or trading strategies involving Swaps that are governed by or proposed to be governed by this Agreement or providing Party B with any Swap Recommendations concerning any Swaps or trading strategies involving Swaps that are governed by or proposed to be governed by this Agreement, or (ii) making trading decisions on behalf of Party B with respect to any Swaps that are governed by or proposed to be governed by this Agreement.

23.

Party B is Exercising Independent Judgment in Evaluating All Swap Recommendations.  Party B represents to Party A (which representations are deemed repeated by Party B as of the occurrence of each Swap Communication Event) that:

a.

Party B has complied in good faith with written policies and procedures that are reasonably designed to ensure that the persons responsible for evaluating all Swap Recommendations and making trading decisions on behalf of Party B are capable of doing so;

b.

Party B is capable of independently evaluating  risks (including, without limitation, investment, market, credit, liquidity, foreign currency, legal, operational and any other applicable risks disclosed in the risk disclosure statements delivered by Party A to Party B in connection with this Agreement) with regard to the relevant Swap Recommendation or trading strategies involving any Swap Recommendation; and

c.

Party B will exercise independent judgment in evaluating all Swap Recommendations or trading strategies involving any Swap Recommendation.

24.

Pre-Trade Mid-Market Mark for Certain Foreign Exchange, Interest Rate and Other Swaps.  Party B agrees that notwithstanding CFTC Regulation 23.431(a)(3)(i), Party A need not disclose the pre-trade mid-market mark in respect of any Covered Forex Transaction, in respect of any Covered Derivative Transaction or in respect of any Additional Pre-Trade Mark Transaction.  

1.

Party A is a provisionally registered Swap Dealer. Party A has provisionally registered with the CFTC as a “swap dealer” as defined in Section 1a(49) of the CEA and CFTC Regulation 1.3 thereunder.

2.

Party A is the Reporting Party B. As required by CFTC Regulations 43.3, 45.8 and 46.5, Party A shall be the “reporting counterparty” as defined in CFTC Regulations 45.1 and 46.1 and the “reporting party” as defined in CFTC Regulation 43.2. Accordingly, Party A will report transaction data relating to Swaps between Party B and Party A to an SDR pursuant to applicable CFTC Regulations.

3.

Scenario Analysis.  Prior to any Swap Transaction Event with respect to any Swap that is not “made available for trading” (as that phrase is used in the CFTC Regulations) on a designated contract market or swap execution facility, Party B may request, and consult on the design of, a scenario analysis to allow Party B to assess its potential exposure in connection with such Swap.  Upon such request by Party B (which if made orally will be confirmed by Party B in a written notice given to Party A in accordance with the Notice Procedures), Party A will provide to Party B a scenario analysis, which will be designed in consultation with Party B and done over a range of assumptions, including severe downside stress scenarios that would result in a significant loss. Party A will disclose all material assumptions and explain the calculation methodologies used to perform the requested scenario analysis; provided, however, that Party A is not required to disclose confidential, proprietary information about any model it may use to prepare such scenario analysis. In designing any requested scenario analysis, Party A will consider any relevant analysis that it undertakes for its own risk management purposes. Unless Party B makes a request for a scenario analysis prior to a Swap Transaction Event, Party B shall not be entitled to any scenario analysis with respect to such Swap Transaction Event unless Party A otherwise agrees.

4.

Draft Acknowledgment.  Prior to any Swap Transaction Event, Party B may request Party A to provide it with a draft acknowledgement specifying all of the terms of the subject Swap other than the applicable pricing and other relevant terms that are to be expressly agreed to at execution of such Swap.   For purposes of this subsection 3, the term “Swap” shall not include any “foreign exchange forward” or “foreign exchange swap,” as those terms are defined in Sections 1a(24) and 1a(25) of the CEA, respectively, governed, or to be governed, by this Agreement that are exempted from regulation as “swaps” by the U.S. Secretary of the Treasury pursuant to authority granted by Section 1a(47)(E) of the CEA.

5.

Daily Mark.  For cleared Swaps originally executed by Party B and Party A, Party B has the right to receive, upon request, the daily mark for such cleared Swaps from the relevant DCO.  

a.

the daily mark may not necessarily be a price at which either Party B or Party A would agree to replace or terminate the Swap;

b.

unless otherwise expressly agreed by the parties, calls for margin may be based on considerations other than the daily mark provided to Party B; and

c.

the daily mark may not necessarily be the value of the Swap that is marked on the books of Party A.

6.

Clearing.  

A.

With respect to any Swap entered into between Party B and Party A under this Agreement that is subject to the mandatory clearing requirements under Section 2(h) of the CEA, Party B has the sole right to select the DCO at which the Swap will be cleared.

B.

With respect to any Swap entered into between Party B and Party A under this Agreement that is not subject to the mandatory clearing requirements under Section 2(h) of the CEA, Party B may elect, in its sole discretion, to clear such Swap and, if it so elects, Party B has the sole right to select the DCO at which the Swap will be cleared.

C.

Party A hereby notifies Party B that, upon acceptance of a Swap by a DCO:

a.

the original Swap between Party A and Party B is extinguished;

b.

the original Swap between Party A and Party B is replaced by equal and opposite Swaps with the DCO; and

c.

all terms of the Swap shall conform to the product specifications of the cleared Swap established under the DCO’s rules.

D.

Subject to subsection (F) below, in the event that (i) Party A and Party B have entered into a Swap that is of a type that the CFTC has included within the Initial Mandatory Clearing Determination, and (ii) the execution of such Swap has occurred during the period where clearing is mandatory for such type of Swap between two Category 1 Entities but not for such type of Swap between a Category 1 Entity and a counterparty that is not a Category 1 Entity, then upon execution of such Swap, Party B shall be deemed to have represented that Party B is not a Category 1 Entity.

E.

Subject to subsection (F) below, in the event that (i) Party A and Party B have entered into a Swap that is of a type that the CFTC has included within the Initial Mandatory Clearing Determination and (ii) the execution of such Swap has occurred during a period where clearing is mandatory for such type of Swap between two Category 1 Entities or between a Category 1 Entity and a Category 2 Entity but not between a Category 1 Entity and a counterparty that is neither a Category 1 Entity nor a Category 2 Entity, then upon execution of such Swap, Party B shall be deemed to have represented that Party B is not a Category 1 Entity and is not a Category 2 Entity.

F.

Notwithstanding subsection (D) or (E) above, Party B will not be deemed to have made a representation as to its status as a Category 1 Entity or a Category 2 Entity in connection with the execution of a Swap if (i) prior to execution of such Swap, (a) Party B has notified Party A in writing in accordance with the Notice Procedures that it is a Category 1 Entity or (in the case of subsection (E) above only) a Category 2 Entity, or (b) Party B has instructed Party A to clear such Swap with a DCO or (ii) at the time of such execution, the Swap would not be subject to mandatory clearing pursuant to an exemption  provided under Section 2(h)(7) of the CEA and CFTC Regulation 50.50 or in accordance with written CFTC guidance (by rulemaking or otherwise) that applies notwithstanding that Party B may be a Category 1 Entity or (in the case of subsection (E) above only) a Category 2 Entity.

G.

In the event of any Additional Mandatory Clearing Determination, Party B agrees to provide to Party A information reasonably requested by Party A to determine whether and when the requirements of such Additional Mandatory Clearing Determination may apply with respect to Swaps entered into between Party B and Party A under this Agreement.

7.

Suitability.  Party A hereby discloses to Party B (which disclosure is deemed repeated by Party A as of the occurrence of each Swap Communication Event) that Party A is acting in its capacity as a counterparty and is not undertaking to assess the suitability of any Swap Transaction Event or trading strategy involving a Swap Transaction Event for Party B.

8.

Orderly Liquidation of Party A.   Party A hereby notifies Party B that (i) it is an “insured depository institution” (as defined in 12 U.S.C. § 1813), and (ii) it is not a “financial company” (as defined in Section 201(a)(11) of the Dodd-Frank Act, 12 U.S.C. § 5381(a)(11)).  Party A agrees to provide notice to Party B, in accordance with the Notice Procedures, if at any time after its execution of this Agreement it ceases to be an “insured depository institution” (as defined in 12 U.S.C. § 1813) or if it becomes a “financial company” (as defined in Section 201(a)(11) of the Dodd-Frank Act, 12 U.S.C. § 5381(a)(11)).

a.

certain limitations under Title II of the Dodd-Frank Act or the Federal Deposit Insurance Act of 1950, as amended, may apply to the rights of Party B to terminate, liquidate, or net any Swap by reason of the appointment of the FDIC as receiver over Party A, notwithstanding the agreement of the parties in this Agreement; and

b.

the FDIC may have certain rights to transfer swaps of Party A under Section 210(c)(9)(A) of the Dodd-Frank Act, 12 U.S.C. § 5390(c)(9)(A), or 12 U.S.C. § 1821(e)(9)(A).

9.

Portfolio Compression.   For purposes of this subsection 9, the term “Swap” shall not include any Swap that is cleared by a DCO.  At any time after the Portfolio Compression Compliance Date (as defined below), Party B can request Party A to engage in portfolio compression exercises with respect to substantially similar Swaps outstanding under this Agreement in accordance with CFTC Regulation 23.503(b). “Portfolio Compression Compliance Date” shall mean the date on which Party A reasonably determines (taking into consideration the scope of application of CFTC Regulation 23.503, applicable CFTC interpretations and other applicable CFTC Regulations) compliance with this subsection 9 is required with respect to Party B under CFTC Regulation 23.503.

10.

Optional Termination of Certain Provisions under this Part 7.

a.

Party A shall have determined that compliance by it with respect to Party B and/or specified classes of Swaps under this Agreement is not required under the relevant provisions of the DF Rules; and

b.

Party A shall give Party B written notice in accordance with the Notice Procedures not later than two (2) Local Business Days prior to the effective date for such termination, which notice shall designate: (i) the effective date for such termination and (ii) the relevant provisions of this Agreement and/or the relevant classes of Swaps under this Agreement covered by such termination.

11.

Address for Complaints. Any complaint, grievance, criticism or concern that Party B may have against Party A relating to, arising from, or in connection with Party A’s trading conduct or behavior or with Party A’s performance (or failure to perform) any of its regulatory obligations under the Dodd-Frank Act should be directed to the following physical address, e-mail address, facsimile number or telephone number:

1.

Calculation of Risk Valuation. On each Risk Valuation Date, Party A will calculate the Risk Valuation (as defined below) in respect of each Swap under this Agreement for which a Risk Valuation Transaction Event (as defined below) has occurred after the Risk Valuation Compliance Date.  As used herein, “Risk Valuation Date” means each Local Business Day.

2.

Methodology of Valuation. Upon written request by Party B delivered to Party A in accordance with the Notice Procedures on or before the Local Business Day following a Risk Valuation Date, Party A will notify Party B of the Risk Valuations (as defined below) determined by Party A for such Risk Valuation Date and provide Party B written documentation detailing the processes and methodology Party A used for determining such Risk Valuations.  Each Risk Valuation will be determined by Party A acting in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result, and shall be based on recently executed transactions or other objective criteria.  Nothing contained in this subsection (e) shall require Party A to disclose to Party B any confidential, proprietary information about any model Party A may use to determine the Risk Valuation of any Swap.  As used herein, “Risk Valuation” means the current market value of each such Swap or portfolio of Swaps as determined by Party A for the purposes of posting or transferring margin (if any) to comply with the margin requirements under Section 4s(e) of the CEA and the CFTC’s Regulations under 17 CFR Part 23 and the risk management requirements under Section 4s(j) of the CEA and the CFTC’s Regulations under 17 CFR Part 23.  

3.

Dispute Resolution. If Party B wishes to dispute Party A’s calculation of a Risk Valuation, Party B shall notify Party A in writing in accordance with the Notice Procedures on or prior to the close of business on the Local Business Day following the date on which Party B was notified of such Risk Valuation. Any such notice shall identify the Swap or Swaps subject to the disputed Risk Valuation and shall include details of Party B’s calculation of the Risk Valuations (which must be calculated by Party B acting in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result) for all such Swaps as of the relevant date for which Party A provided such disputed Risk Valuations to Party B.    

i.

the parties will consult with each other in good faith in an attempt to resolve the dispute; and

ii.

if the parties fail to resolve the dispute within three (3) Local Business Days, Party A will recalculate the Risk Valuation as of the date on which the Risk Valuation that gave rise to the relevant dispute was calculated by seeking actual quotations at mid-market from four (4)  Reference Market-makers (as defined below), and taking the arithmetic average of those quotations obtained; provided that if four quotations are not available, then fewer than four quotations may be used; and if no quotations are available, then Party A’s original Risk Valuation calculation will be used.  Following a recalculation pursuant to this subsection 3, Party A will promptly provide the results to Party B in writing, and such recalculation shall be the Risk Valuation for the applicable Risk Valuation Date.   

4.

Relationship to Other Valuations. The parties acknowledge and agree that the process agreed herein for the production and dispute of Risk Valuations is exclusively for determining the value of each relevant Swap for the purpose of compliance by Party A with the margin requirements under Section 4s(e) of the CEA and the risk management requirements under Section 4s(j) of the CEA and related CFTC Regulations under 17 CFR Part 23, and shall not affect any agreement of the parties regarding the calculation of Risk Valuations or disputes regarding Risk Valuations for any other purpose under this Agreement. Any resolutions of disputes regarding Risk Valuations may be different from the resolutions of disputes for any other purpose under this Agreement.  

1.

Portfolio Data. From time to time, Party A may give to Party B a Required Portfolio Reconciliation Notice.  The Required Portfolio Reconciliation Notice will specify one or more Data Delivery Dates, provided that the first such date will be a day no earlier than the second (2^nd) Local Business Day following the date on which such notice is given to Party B.  On each Data Delivery Date, Party A will provide Portfolio Data to Party B for verification by Party B.  For the purposes of this subsection (f), Portfolio Data will be considered to have been provided to Party B (and Party B will be considered to have received such Portfolio Data) if it has been provided (i) in accordance with the Notice Procedures, (ii) by posting on a web page at, or accessible through, a URL designated in a written notice given to Party B in accordance with the Notice Procedures, or (iii) to a third-party service provider agreed to in writing between Party A and Party B for this purpose.

2.

Portfolio Reconciliation. On each Data Delivery Date on which Portfolio Data is provided by Party A to Party B, Party B shall review the Portfolio Data and either affirm or object (in a writing delivered to Party A in accordance with the Notice Procedures) to such Portfolio Data not later than the close of business on the second (2^nd) Local Business Day following such Data Delivery Date. In the event that Party B objects to any Swap Valuations provided by Party A as part of the Portfolio Data, Party B will provide Party A with Party B’s Swap Valuations for all Swaps included within such Portfolio Data (calculated by Party B, as of the same calculation date used by Party A to calculate such Swap Valuations, in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result). The failure by Party B to either affirm or object in writing to such Portfolio Data by the close of business on the second (2^nd) Local Business Day following the applicable Data Delivery Date shall be deemed an affirmation by Party B of such Portfolio Data.      

3.

Dispute Resolution. In the event that Party B timely notifies Party A in writing in accordance with the Notice Procedures of any discrepancies in Portfolio Data in respect of any Material Terms or Swap Valuations, Party A and Party B agree to consult with each other in an attempt to resolve all such discrepancies in a timely fashion; provided that, unless otherwise agreed by the parties or required by applicable law, neither party shall be obligated to consult with the other party in an attempt to resolve a discrepancy in respect of a Swap Valuation if the difference between the relevant Swap Valuations determined by each party is less than an amount equal to ten percent (10%) of the higher of the two absolute values of the  respective Swap Valuations assigned to such Swap by the parties.  

4.

Substitute Reconciliation Procedures.  Notwithstanding anything to the contrary in this Agreement, Party A and Party B may in good faith agree in writing to any other procedure for (i) the exchange, delivery and/or reconciliation of Portfolio Data, and/or (ii) the resolution of any discrepancy between them, in either case, whether in addition to or in substitution of the procedures set out in this Agreement.  

5.

Change in Data Delivery Dates. In the event that the parties have agreed to multiple Data Delivery Dates, Party A may notify Party B in writing in accordance with the Notice Procedures if, at any time, during the period that such Data Delivery Dates are in effect, it is no longer required by the DF Rules to conduct Portfolio Reconciliations with the specified frequency.  Such notice shall specify (i) the new frequency with which portfolio reconciliations are believed by Party A to be required, which may be “Daily,” “Weekly,” “Quarterly,” “Annually” or another frequency required by the DF Rules and (ii) one or more new Data Delivery Dates.  Upon delivery of such a notice, Party A’s obligations to deliver Portfolio Data on the previously agreed Data Delivery Dates shall terminate.