The a2 Milk Company Limited/Announcement

SPH Notice – The Goldman Sachs Group, Inc. (“GSGI”)

Substantial Holder Notice1 July 2021ATMConsumer Staples

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To
The A2 Milk
Company Limited (ATM)
Date this di
sclosure made: 30 June 2021
Date on which substantial holding began: 16 June 2021
Substantial
product holder(s) giving disclosure
Full name(s): The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries
(“Goldman Sachs Group”) including its significant subsidiaries listed in Annexure A.
Summary of sub
stantial holding
Class of quoted voting products: Ordinary shares
Summary
for GSGI on behalf of itself and the Goldman Sachs Group.
For this di
sclosure,
(a) total number held in class: 37,221,771
(b) total in class: 743,410,790

(c) total percentage held in class: 5.007%
Details
of relevant interests
Details for
Goldman Sachs Asset Management L.P.
(GSAMLP)
Nature of relevant interest(s): GSAMLP has a relevant interest in ordinary fully paid shares in its
capacity as investment manager for a range of client portfolios. GSAMLP’s relevant interest arises
under investment management contract(s) and only from the powers of investment contained in those
contract(s), including the power to exercise, or to control the exercise of, a right to vote attached to
ATM shares, or to acquire or dispose of, or to control the acquisition or disposal of, the ATM shares.
For that re
levant interest,
(a) number held in class: 222,943
(b)
percentage held in class: 0.03%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA
For a deriva
tive relevant interest, also—
(a)type of derivative: N/A
(b)details of derivative: N/A
(c)parties to the derivative: N/A
(d)if the substantial product holder is not
a party to the derivative, the nature of the relevant interest
in the derivative: N/A
1

under investment management contract(s) and only from the powers of investment contained in those
contract(s), including the power to exercise, or to control the exercise of, a right to vote attached to
ATM shares, or to acquire or dispose of, or to control the acquisition or disposal of, the ATM shares.
For that relevant interest,
(a) number held in class: 15,871
(b) percentage held in class: 0.00213%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest
in the derivative: N/A
Details for Goldman Sachs International (GSI)
Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.
For that relevant interest, -
(a) number held in class: 182,009
(b)percentage held in class: 0.02448%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C.
For that relevant interest, -
(a) number held in class: 1,315,060
(b) percentage held in class: 0.1769%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
Nature of relevant interest(s): GSAMI has a relev
ant interest in ordinary fully paid shares in its
capacity
as investment manager
for a
range of client portfolios. GSAMI’s relevant interest arises
Details for Goldman Sachs Asset Management International (GSAMI)
2

(7) Long 41,939 cash-settled Equity Swap (0.00564% long held in class) maturing on 16 November 2021
(8) Long 33,749 cash-settled Equity Swap (0.00454% long held in class) maturing on 20 June 2022
Nature of relevant interest(s): Beneficial holder subject to a qualification to its ability to exercise voting
rights as set out in Master Securities Lender’s Agreements. Form of Master Securities Lender’s
Agreements are in Part A of Annexure C.
(a) number held in class: 1,719,829
(b) percentage held in class: 0.2313%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
(1) Long 296 cash-settled Equity Swap (0.00004% long held in class) maturing on 23 November 2022
(2) Long 1,063,747 cash-settled Equity Swap (0.14309% long held in class) maturing on 23 November 2022
(3) Long 55 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 November 2022
(4) Long 60 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 November 2022
(5) Long 175,128 cash-settled Equity Swap (0.02356% long held in class) maturing on 23 November 2022
(6) Long 86 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 November 2022
(a) type of derivative: Equity Swap
(b)de
tails of derivative:
For a derivative relevant interest, also—
(c) if the substantial product holder is not a party to the derivative, the nature of the relevant
in
terest in the derivative: N/A
3

Details for Goldman Sachs Financial Markets Pty Ltd (GAUS)
Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C.
For that
relevant interest, -
(a) number held in class: 19,447,243
(b) percentage held in class: 2.6160%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
For a
derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative:
(1) Long 11,854,596 cash-settled Equity Swap (1.59462% long held in class) maturing on 23 November 2022
(2) Long 1,919,635 cash-settled Equity Swap (0.25822% long held in class) maturing on 17 May 2023
(3) Long 242,910 cash-settled Equity Swap (0.03268% long held in class) maturing on 06 June 2023
(4) Long 223,921 cash-settled Equity Swap (0.03012% long held in class) maturing on 15 June 2023
(5) Long 34,800 cash-settled Equity Swap (0.00468% long held in class) maturing on 22 March 2023
(6) Long 36,641 cash-settled Equity Swap (0.00493% long held in class) maturing on 23 November 2022
(7) Long 14,682 cash-settled Equity Swap (0.00197% long held in class) maturing on 02 June 2023
(8) Long 8,700 cash-settled Equity Swap (0.00117% long held in class) maturing on 07 June 2023
(9) Long 2,156 cash-settled Equity Swap (0.00029% long held in class) maturing on 24 March 2023
(10) Long 144,000 cash-settled Equity Swap (0.01937% long held in class) maturing on 23 November 2022
(11) Long 122 cash-settled Equity Swap (0.00002% long held in class) maturing on 23 November 2022
(12) Long 62 cash-settled Equity Swap (0.00001% long held in class) maturing on 23 November 2022
(13) Long 4,965,018 cash-settled Equity Swap (0.66787% long held in class) maturing on 23 November 2022
(c) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: N/A
4

Details for Goldman Sachs & Co. LLC (GSCO)
Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.
For that relevant interest, -
(a) number held in class: 100
(b) percentage held in class: 0.00001%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
Nature
of relevant interest(s): Beneficial holder subject to a qualification to its ability to exercise voting
rights as set out in Master Securities Lender’s Agreements. Form of Master Securities Lender’s
Agreements are in Part A of Annexure C.
For that r
elevant interest, -
(a) number held in class: 14,316,944
(b) percentage held in class: 1.9259%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
Nature
of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C.
For that relevant interest, -
(a) number held in class: 1,749
(b) percentage held in class: 0.00024%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC
Custody Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA
For a
derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative:
(1) Long 1,748 cash-settled Equity Swap (0.00024% long held in class) maturing on 13 July 2021
(2) Long 1 cash-settled Equity Swap (0.00000% long held in class) maturing on 24 June 2021
(c) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: N/A
5

Nature
of relevant interest(s): United Capital provides discretionary investment management for client
accounts in accordance with its relevant investment advisory agreement, but generally does not retain the
right to vote proxies on such client accounts.
For that relevant interest, -
(a) number held in class: 23
(b) percentage held in class: 0.000003%
(c) current registered holder(s) of securities: SEI Investments Company
(d) registered holder(s) once transfers are registered: NA
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest
in the derivative: N/A
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Please see Annexure B.
Additional information
Address(e
s) of substantial product holder(s):
The Gol
dman Sachs Group, Inc. - Corporation Trust Center, 1209 Orange Street, Wilmington DE
19801, U.S.A.
Goldman
Sachs International - Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom
Goldman Sachs Asset Management L.P. - Corporation Trust Center, 1209 Orange Street,
Wilmington DE 19801, USA
Goldm
an Sachs Financial Markets Pty Ltd - Level 17, 101 Collins Street, Melbourne, Victoria 3000,
Australia
Goldman
Sachs & Co. LLC - 200 West Street, New York, NY 10282, USA
Goldma
n Sachs Asset Management International- Plumtree Court, 23 Shoe Lane, London EC4A
4AU, United Kingdom
United Capital Financial Advisers LLC - 251 Little Falls Drive , Wilmington DE 19808 , USA
Contact d
etails:
Contact person – Regina Chan
Contact number - 852 2978 7432
Email - gs-reg-ops-pos-sgp@gs.com
Nature of c
onnection between substantial product holders:
Details for United Capital Financial Advisers LLC (UCFA)
6

The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of
each of:
•Goldman Sachs International;
•Goldman Sachs Financial Markets Pty Ltd;
•Goldman Sachs & Co. LLC.
•Goldman Sachs Asset Management L.P.
•Goldman Sachs Asset Management International and
•United Capital Financial Advisers LLC
Declaration
I, Regina Chan, declare that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by all persons for
whom it is made.
Signature
Print name Regina Chan
(signing under power of attorney)
Capacity Authorised Person
Sign here Date
30 June 2021
7

Annexure A
Signi
ficant Subsidiaries of The Goldman Sachs Group, Inc.
The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31,
2020 and the states or jurisdictions in which they are organized. Each subsidiary is indented beneath
its principal parent. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the
voting securities of substantially all of the subsidiaries included below. The names of particular
subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they
would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as
that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.

8

THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES
Signature
Print name Regina Chan
(signing under power of attorney)
Capacity Authorised Person
Sign here Date
30 June 2021
9

Date of
change
Person whose
relevant interest
changed
Nature of Change
Consideration
given in relation
to change (NZD)
Number of
Securities
Class
2/19/2021 GSI Buy
35,701
3,183 Ordinary
2/22/2021 GSAMLP Buy
374
33 Ordinary
3/2/2021 GSI Sell
256,672
25,616 Ordinary
3/2/2021 GSI Sell
20,461
2,042 Ordinary
3/3/2021 GSCO Borrow of shares N/A 210,000 Ordinary
3/4/2021 GSI Sell
150,620
15,047 Ordinary
3/10/2021 GSI Buy
50,246
5,180 Ordinary
3/10/2021 GSI
Return of
borrowed shares N/A 4,418 Ordinary
3/12/2021 GSI Buy
10
1 Ordinary
3/12/2021 GSI Sell
4,150
439 Ordinary
3/15/2021 GSAMLP Buy
1,005
105 Ordinary
3/15/2021 GSAMLP Buy
354
37 Ordinary
3/15/2021 GSAMLP Buy
440
46 Ordinary
3/15/2021 GSAMLP Buy
948
99 Ordinary
3/15/2021 GSAMLP Buy
881
92 Ordinary
3/15/2021 GSAMLP Buy
881
92 Ordinary
3/15/2021 GSAMLP Buy
1,025
107 Ordinary
3/15/2021 GSAMLP Buy
938
98 Ordinary
3/15/2021 GSAMLP Buy
910
95 Ordinary
3/15/2021 GSAMLP Buy
890
93 Ordinary
3/15/2021 GSAMLP Buy
919
96 Ordinary
3/15/2021 GSAMLP Buy
900
94 Ordinary
3/15/2021 GSAMLP Buy
431
45 Ordinary
3/15/2021 GSAMLP Buy
900
94 Ordinary
3/15/2021 GSAMLP Buy
977
102 Ordinary
3/15/2021 GSAMLP Buy
1,025
107 Ordinary
3/15/2021 GSCO
Return of
borrowed shares N/A 144,889 Ordinary
3/15/2021 GSCO Borrow of shares N/A 144,889 Ordinary
3/17/2021 GSI Buy
4,342
460 Ordinary
3/17/2021 GSI Sell
9
1 Ordinary
3/17/2021 GSI Sell
25,476
2,676 Ordinary
3/17/2021 GSAMLP Buy
488
52 Ordinary
3/18/2021 GSI Sell
21,892
2,324 Ordinary
3/18/2021 GSI Sell
7,690
845 Ordinary
3/18/2021 GAUS Buy
2,292,410
250,000 Ordinary
3/18/2021 GAUS Buy
256,401
27,900 Ordinary
3/19/2021 GSI Sell
60,461
6,579 Ordinary
3/19/2021 GAUS Buy
1,832,342
200,000 Ordinary
3/19/2021 GSI Sell
25,274
2,760 Ordinary
3/19/2021 UCFA Buy 104 11 Ordinary
3/22/2021 GSI Sell
9
1 Ordinary
Annexure B
10

3/22/2021 GAUS Buy
6,987
764 Ordinary
3/22/2021 GSCO Buy
9
1 Ordinary
3/24/2021 GSI Sell
160,216
17,723 Ordinary
3/24/2021 GSI Borrow of shares N/A 10,000 Ordinary
3/25/2021 GSI Sell
909
100 Ordinary
3/25/2021 GSI Sell
745
82 Ordinary
3/25/2021 GSAMLP Buy
3,094
349 Ordinary
3/25/2021 GAUS Buy
71,027
7,814 Ordinary
3/26/2021 GSAMLP Buy
1,225
140 Ordinary
3/26/2021 GSAMLP Buy
236
27 Ordinary
3/26/2021 GSAMLP Buy
761
87 Ordinary
3/26/2021 GSAMLP Buy
446
51 Ordinary
3/26/2021 GAUS Buy
1,754,415
200,000 Ordinary
3/29/2021 GSI Sell
77,816
8,965 Ordinary
3/29/2021 GAUS Buy
134,474
15,400 Ordinary
3/29/2021 GAUS Buy
2,833
326 Ordinary
3/30/2021 GSI Buy
1,601
183 Ordinary
3/30/2021 GSI Sell
4,025
460 Ordinary
3/30/2021 GAUS Buy
2,140,293
250,000 Ordinary
3/31/2021 GAUS Buy
2,142,896
250,000 Ordinary
3/31/2021 GAUS Buy
1,435
167 Ordinary
4/1/2021 GSI Sell
47,144
5,599 Ordinary
4/1/2021 GSAMLP Buy
8
1 Ordinary
4/1/2021 GAUS Buy
4,968,780
588,739 Ordinary
4/1/2021 GAUS Sell
4,863,530
571,742 Ordinary
4/6/2021 GSAMLP Buy
210
25 Ordinary
4/6/2021 GSAMLP Buy
9,204
1,101 Ordinary
4/6/2021 GSAMLP Buy
17
2 Ordinary
4/7/2021 GAUS Buy
2,832
330 Ordinary
4/8/2021 GAUS Buy
1,426
163 Ordinary
4/8/2021 GSI Borrow of shares N/A 30,000 Ordinary
4/9/2021 GSAMLP Buy
357
39 Ordinary
4/9/2021 GSAMLP Buy
147
16 Ordinary
4/9/2021 GSAMLP Buy
174
19 Ordinary
4/9/2021 GSAMLP Buy
357
39 Ordinary
4/9/2021 GSAMLP Buy
339
37 Ordinary
4/9/2021 GSAMLP Buy
321
35 Ordinary
4/9/2021 GSAMLP Buy
339
37 Ordinary
4/9/2021 GSAMLP Buy
321
35 Ordinary
4/9/2021 GSAMLP Buy
357
39 Ordinary
4/9/2021 GSAMLP Buy
257
28 Ordinary
4/9/2021 GSAMLP Buy
266
29 Ordinary
4/9/2021 GSAMLP Buy
266
29 Ordinary
4/9/2021 GSAMLP Buy
266
29 Ordinary
4/9/2021 GSAMLP Buy
174
19 Ordinary
11

4/9/2021 GSAMLP Buy
348
38 Ordinary
4/9/2021 GSAMLP Buy
366
40 Ordinary
4/9/2021 GAUS Buy
2,155,903
250,000 Ordinary
4/9/2021 GSCO Buy
7,940
919 Ordinary
4/12/2021 GSI Sell
6,290
734 Ordinary
4/13/2021 GSAMLP Buy
401
45 Ordinary
4/13/2021 GSAMLP Buy
205
23 Ordinary
4/14/2021 GAUS Buy
255,345
28,700 Ordinary
4/15/2021 GSAMLP Buy
294
33 Ordinary
4/16/2021 GSI Buy
11,099
1,257 Ordinary
4/16/2021 GSI Sell
1,042
118 Ordinary
4/16/2021 GSAMLP Buy
27
3 Ordinary
4/16/2021 GSAMLP Buy
36
4 Ordinary
4/16/2021 GSAMLP Buy
99
11 Ordinary
4/19/2021 GSI Buy
38,144
4,281 Ordinary
4/19/2021 GSAMLP Buy
62
7 Ordinary
4/19/2021 GSAMLP Buy
241
27 Ordinary
4/20/2021 GSI Buy
10
2 Ordinary
4/20/2021 GSI Buy
565,847
66,115 Ordinary
4/20/2021 GSCO Buy
2,026
234 Ordinary
4/20/2021 GSCO Borrow of shares N/A 500,000 Ordinary
4/21/2021 GSAMLP Buy
344
41 Ordinary
4/21/2021 GSAMLP Buy
59
7 Ordinary
4/21/2021 GSAMLP Buy
243
29 Ordinary
4/21/2021 GSAMLP Buy
277
33 Ordinary
4/21/2021 GSAMLP Buy
251
30 Ordinary
4/21/2021 GSAMLP Buy
352
42 Ordinary
4/21/2021 GSAMLP Buy
243
29 Ordinary
4/21/2021 GSAMLP Buy
427
51 Ordinary
4/21/2021 GSAMLP Buy
327
39 Ordinary
4/21/2021 GSAMLP Buy
142
17 Ordinary
4/21/2021 GSAMLP Buy
360
43 Ordinary
4/22/2021 GSI Sell
17
2 Ordinary
4/23/2021 GSI Sell
372,137
46,970 Ordinary
4/23/2021 GAUS Buy
1,588,784
200,000 Ordinary
4/26/2021 GAUS Buy
611,808
78,514 Ordinary
4/26/2021 GSCO Borrow of shares N/A 104,946 Ordinary
4/27/2021 GSAMLP Buy
7
1 Ordinary
4/27/2021 GSAMLP Buy
202
27 Ordinary
4/27/2021 GAUS Buy
2,233,840
300,000 Ordinary
4/27/2021 GSI Buy
352,538
47,263 Ordinary
4/28/2021 GSI Buy
2,280
277 Ordinary
4/28/2021 GSI Sell
2,280
277 Ordinary
4/28/2021 GSI Buy
376,441
49,703 Ordinary
4/28/2021 GSI Borrow of shares N/A 277,000 Ordinary
12

4/28/2021 GSCO Borrow of shares N/A 282,216 Ordinary
4/28/2021 GSCO Borrow of shares N/A 3,619,940 Ordinary
4/28/2021 GSI Borrow of shares N/A 600,000 Ordinary
4/29/2021 GSI Buy
5
1 Ordinary
4/29/2021 GSAMLP Sell
436
57 Ordinary
4/29/2021 GAUS Buy
2,302,872
300,000 Ordinary
4/29/2021 GSI Sell
106,670
14,105 Ordinary
4/29/2021 GSCO Borrow of shares N/A 2,619,873 Ordinary
4/29/2021 GSCO Borrow of shares N/A 380,127 Ordinary
4/30/2021 GSI Buy
3,008
400 Ordinary
4/30/2021 GAUS Buy
2,317,653
300,000 Ordinary
4/30/2021 GSI
Return of
borrowed shares N/A 5,922 Ordinary
4/30/2021 GSCO
Return of
borrowed shares N/A 1,095,000 Ordinary
5/3/2021 GSI Sell
8
1 Ordinary
5/3/2021 GAUS Buy
1,550,242
200,000 Ordinary
5/3/2021 GAUS Buy
1,597
206 Ordinary
5/3/2021 GSI Buy
515,014
66,109 Ordinary
5/3/2021 GSI
Return of
borrowed shares N/A 7,411 Ordinary
5/3/2021 GSI
Return of
borrowed shares N/A 2,589 Ordinary
5/3/2021 GSCO
Return of
borrowed shares N/A 30,827 Ordinary
5/4/2021 GSI Sell
185,226
24,214 Ordinary
5/4/2021 GSAMLP Buy
8
1 Ordinary
5/4/2021 GAUS Buy
1,608
200 Ordinary
5/4/2021 GAUS Buy
2,390,197
300,000 Ordinary
5/4/2021 GSI Buy
781,267
97,127 Ordinary
5/4/2021 GSI Buy
15,621
1,942 Ordinary
5/5/2021 GSAMLP Buy
184
23 Ordinary
5/5/2021 GSAMLP Buy
32
4 Ordinary
5/5/2021 GSAMLP Buy
16
2 Ordinary
5/5/2021 GSAMLP Buy
16
2 Ordinary
5/5/2021 GSAMLP Buy
48
6 Ordinary
5/5/2021 GSAMLP Buy
24
3 Ordinary
5/5/2021 GSAMLP Buy
40
5 Ordinary
5/5/2021 GSAMLP Buy
40
5 Ordinary
5/5/2021 GSAMLP Buy
144
18 Ordinary
5/5/2021 GAUS Buy
124,136
15,803 Ordinary
5/5/2021 GSI Buy
501,491
62,839 Ordinary
5/5/2021 GSCO Buy
2,951
374 Ordinary
5/6/2021 GSI Sell
64
8 Ordinary
5/7/2021 GSI Buy
64
8 Ordinary
5/10/2021 GSI Sell
1,220
158 Ordinary
5/10/2021 GAUS Sell
137,842
18,203 Ordinary
13

5/10/2021 GAUS Buy
1,010,068
149,266 Ordinary
5/10/2021 GSCO Borrow of shares N/A 97,844 Ordinary
5/10/2021 GSCO Borrow of shares N/A 1,500,000 Ordinary
5/10/2021 GSCO Borrow of shares N/A 1,323,871 Ordinary
5/10/2021 GSCO Borrow of shares N/A 176,129 Ordinary
5/11/2021 GSI Buy
1,559
202 Ordinary
5/11/2021 GSI Buy
20,903
2,754 Ordinary
5/11/2021 GSAMLP Buy
621
100 Ordinary
5/11/2021 GSAMLP Buy
932
150 Ordinary
5/11/2021 GAUS Buy
1,823,824
293,557 Ordinary
5/12/2021 GAUS Buy
1,244,743
200,000 Ordinary
5/12/2021 GSI Buy
262,748
41,939 Ordinary
5/13/2021 GSI Sell
619
100 Ordinary
5/13/2021 GSAMLP Buy
67
11 Ordinary
5/13/2021 GSAMLP Buy
37
6 Ordinary
5/13/2021 GSAMLP Buy
30
5 Ordinary
5/13/2021 GSAMLP Buy
6
1 Ordinary
5/13/2021 GAUS Buy
514,068
85,559 Ordinary
5/13/2021 GSI
Return of
borrowed shares N/A 42,480 Ordinary
5/13/2021 GSCO
Return of
borrowed shares N/A 2,361 Ordinary
5/14/2021 GSI Sell
6
1 Ordinary
5/14/2021 GSI Buy
6
1 Ordinary
5/14/2021 GSAMLP Buy
126
21 Ordinary
5/14/2021 GSAMLP Buy
1,149
191 Ordinary
5/14/2021 GSAMLP Buy
403
67 Ordinary
5/14/2021 GSAMLP Buy
734
122 Ordinary
5/14/2021 GSAMLP Buy
1,137
189 Ordinary
5/14/2021 GSAMLP Buy
1,107
184 Ordinary
5/14/2021 GSAMLP Buy
998
166 Ordinary
5/14/2021 GSAMLP Buy
1,077
179 Ordinary
5/14/2021 GSAMLP Buy
1,071
178 Ordinary
5/14/2021 GSAMLP Buy
1,059
176 Ordinary
5/14/2021 GSAMLP Buy
710
118 Ordinary
5/14/2021 GSAMLP Buy
421
70 Ordinary
5/14/2021 GSAMLP Buy
860
143 Ordinary
5/14/2021 GSAMLP Buy
674
112 Ordinary
5/14/2021 GSAMLP Buy
836
139 Ordinary
5/14/2021 GSAMLP Buy
1,113
185 Ordinary
5/14/2021 GSAMLP Buy
1,071
178 Ordinary
5/14/2021 GAUS Buy
1,799,809
301,011 Ordinary
5/14/2021 GAUS Buy
1,030,579
171,902 Ordinary
5/17/2021 GSI Sell
149,693
24,879 Ordinary
5/18/2021 GSAMLP Buy
6
1 Ordinary
5/18/2021 GSAMLP Buy
473
85 Ordinary
14

5/18/2021 GAUS Buy
3,107,903
560,424 Ordinary
5/18/2021 GSCO
Return of
borrowed shares N/A 1,000,000 Ordinary
5/19/2021 GSI Sell
253
44 Ordinary
5/19/2021 GSI Buy
15,703
2,855 Ordinary
5/19/2021 GAUS Buy
2,780,362
506,389 Ordinary
5/19/2021 GSCO
Return of
borrowed shares N/A 1,000 Ordinary
5/20/2021 GAUS Buy
1,938,979
342,444 Ordinary
5/20/2021 GSI Sell
374,184
66,238 Ordinary
5/20/2021 GAUS Buy
1,286,439
226,355 Ordinary
5/21/2021 GAUS Buy
3,002,723
500,000 Ordinary
5/21/2021 GSCO Borrow of shares N/A 1,000,000 Ordinary
5/21/2021 GSCO Borrow of shares N/A 1,000,000 Ordinary
5/24/2021 GSI Buy
89,687
15,198 Ordinary
5/24/2021 GAUS Buy
166,526
28,644 Ordinary
5/24/2021 GAUS Buy
1,459,841
250,000 Ordinary
5/25/2021 GSI Buy
9,302
1,615 Ordinary
5/25/2021 GSI Buy
59,802
10,386 Ordinary
5/25/2021 GAUS Buy
1,146,580
200,000 Ordinary
5/26/2021 GSI
Internal Transfer
Out
N/A
408 Ordinary
5/26/2021 GSCO Borrow of shares N/A 1,560 Ordinary
5/26/2021 GSCO
Return of
borrowed shares N/A 1,560 Ordinary
5/27/2021 GSI Buy
2,350
408 Ordinary
5/27/2021 GSI Buy
5,860
1,028 Ordinary
5/27/2021 GSI Sell
145,240
25,637 Ordinary
5/28/2021 GAUS Buy
96,990
17,056 Ordinary
5/28/2021 GAUS Buy
1,179,181
200,000 Ordinary
5/31/2021 GSI Sell
28,118
4,933 Ordinary
5/31/2021 GAUS Buy
86,290
14,682 Ordinary
5/31/2021 GAUS Buy
1,172,302
200,000 Ordinary
5/31/2021 GSI
Return of
borrowed shares N/A 1,000 Ordinary
6/1/2021 GSI Sell
116,386
19,259 Ordinary
6/1/2021 GSCO Borrow of shares N/A 2,000 Ordinary
6/2/2021 GAUS Buy
1,149,919
187,550 Ordinary
6/3/2021 GSI Buy
85
14 Ordinary
6/3/2021 GAUS Buy
18
3 Ordinary
6/3/2021 GAUS Buy
791,894
129,950 Ordinary
6/3/2021 GAUS Buy
53,071
8,700 Ordinary
6/4/2021 GSI Sell
85
14 Ordinary
6/4/2021 GSI Sell
409
67 Ordinary
6/4/2021 GSI Buy
409
67 Ordinary
6/4/2021 GSAMLP Buy
2,865
472 Ordinary
6/4/2021 GAUS Sell
79,543
12,985 Ordinary
15

6/4/2021 GAUS Buy
5,491
898 Ordinary
6/4/2021 GSCO
Return of
borrowed shares N/A 1,700 Ordinary
6/7/2021 GAUS Sell
3,171
518 Ordinary
6/7/2021 GAUS Buy
93,645
14,960 Ordinary
6/7/2021 GAUS Buy
13
2 Ordinary
6/7/2021 GSCO Borrow of shares N/A 100 Ordinary
6/8/2021 GSI Buy
1,184
194 Ordinary
6/8/2021 GSI
Internal Transfer
Out
N/A
194 Ordinary
6/8/2021 GSAMLP Buy
25
4 Ordinary
6/8/2021 GAUS Buy
42,562
6,919 Ordinary
6/8/2021 GAUS Buy
1,112,107
180,593 Ordinary
6/8/2021 GAUS Buy
9,661
1,545 Ordinary
6/8/2021 GSCO Borrow of shares N/A 300 Ordinary
6/9/2021 GSI Sell
6
1 Ordinary
6/9/2021 GSI Buy
6
1 Ordinary
6/9/2021 GSI Buy
15,309
2,522 Ordinary
6/9/2021 GAUS Sell
90,622
14,755 Ordinary
6/9/2021 GAUS Buy
31
5 Ordinary
6/9/2021 GAUS Buy
19,129
3,112 Ordinary
6/9/2021 GAUS Sell
50,325
8,194 Ordinary
6/9/2021 GAUS Buy
324,973
51,566 Ordinary
6/9/2021 GSCO
Return of
borrowed shares N/A 200 Ordinary
6/9/2021 GSCO Borrow of shares N/A 500,000 Ordinary
6/10/2021 GAUS Sell
54,954
8,936 Ordinary
6/10/2021 GAUS Buy
1,338,907
223,921 Ordinary
6/11/2021 GSAMLP Buy
60
10 Ordinary
6/11/2021 GSAMLP Buy
12
2 Ordinary
6/11/2021 GSAMLP Buy
18
3 Ordinary
6/11/2021 GSAMLP Buy
54
9 Ordinary
6/11/2021 GSAMLP Buy
54
9 Ordinary
6/11/2021 GSAMLP Buy
42
7 Ordinary
6/11/2021 GSAMLP Buy
54
9 Ordinary
6/11/2021 GSAMLP Buy
60
10 Ordinary
6/11/2021 GSAMLP Buy
54
9 Ordinary
6/11/2021 GSAMLP Buy
42
7 Ordinary
6/11/2021 GSAMLP Buy
24
4 Ordinary
6/11/2021 GSAMLP Buy
48
8 Ordinary
6/11/2021 GSAMLP Buy
42
7 Ordinary
6/11/2021 GSAMLP Buy
18
3 Ordinary
6/11/2021 GSAMLP Buy
66
11 Ordinary
6/11/2021 GSAMLP Buy
60
10 Ordinary
6/11/2021 GAUS Buy
1,107,209
180,723 Ordinary
6/11/2021 GAUS Sell
888,731
148,919 Ordinary
16

6/11/2021 GAUS Buy
618,873
100,000 Ordinary
6/11/2021 GSCO
Return of
borrowed shares N/A 336 Ordinary
6/14/2021 GSI Sell
53,139
8,901 Ordinary
6/14/2021 GSI Sell
10,173
1,704 Ordinary
6/14/2021 GSAMLP Buy
1,107
176 Ordinary
6/15/2021 GSI Buy
66,909
10,915 Ordinary
6/15/2021 GAUS Sell
215,000
34,800 Ordinary
6/15/2021 GAUS Sell
604,380
97,825 Ordinary
6/15/2021 GSI Buy
327,381
52,990 Ordinary
6/15/2021 GSI Buy
450,148
72,861 Ordinary
6/15/2021 GSCO Borrow of shares N/A 900 Ordinary
6/15/2021 GSCO Borrow of shares N/A 261,700 Ordinary
6/16/2021 GAUS Sell
8,623
1,324 Ordinary
6/16/2021 GAUS Buy
16,583
2,596 Ordinary
6/16/2021 GAUS Buy
251
39 Ordinary
6/16/2021 GSI Buy
317,644
49,677 Ordinary
6/16/2021 GSI Buy
862,810
132,475 Ordinary
6/16/2021 GSCO Buy
1,435
221 Ordinary
6/16/2021 GSI Buy
220,526
33,749 Ordinary
6/16/2021 GSCO Borrow of shares N/A 100 Ordinary
Signature
Print name Regina Chan
(signing under power of attorney)
Capacity Authorised Person
Sign here Date
30 June 2021
17

Annexure C – Relevant Agreements
Part A
18

THIS AGREEMENT is made the day of ,

BETWEEN:

(1) [ ] a company incorporated under the laws of England and Wales
whose registered office is at [ ]; and

(2) [ ] a company incorporated under the laws of England
and Wales whose registered office is at [ ].

WHEREAS:

1. The Parties hereto are desirous of agreeing a procedure whereby either one of them (the
“Lender”) will make available to the other of them (the ‘Borrower”) from time to time Securities
(as hereinafter defined) in order to enable the Borrower, subject to any Inland Revenue provisions
then in force, to fulfil a contract to sell such Securities or to on lend such Securities to a third
party to enable such party to fulfil a contract to sell such Securities, whether or not as part of a
chain of arrangements to enable the final party in such chain to fulfil a contract to sell such
Securities or to replace an existing loan of Securities to such third party, or for other purposes.
2. All transactions carried out under this Agreement will be effected in accordance with the Rules
(as hereinafter defined) TOGETHER WITH current market practices, customs and conventions.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS
FOLLOWS:

1. INTERPRETATION

1.1 In this Agreement:

“Act of Insolvency” means in relation to either Party:

(a) its making a general assignment for the benefit of, or entering into a reorganisation,
arrangement, or composition with creditors; or

(b) its admitting in writing that it is unable to pay its debts as they become due; or

(c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator,
receiver or liquidator or analogous officer of it or any material part of its property or

(4) the presentation or filing of a petition in respect of it (other than by the other Party to this
Agreement in respect of any obligation under this Agreement) in any court or before any agency
alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous
proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment,
administration, liquidation, dissolution or similar relief under any present or future statute, law or
regulation, such petition (except in the case of a petition for winding-up or

London-2/5423 13/01 - -2 - New/NEW
21

VERSION: JANUARY 2010

GLOBAL MASTER SECURITIES LENDING AGREEMENT

48

LON9860454 Page 2
CONTENTS
CLAUSE PAGE
1. APPLICABILITY ......................................................................................................... 3
2. INTERPRETATION ..................................................................................................... 3
3. LOANS OF SECURITIES ............................................................................................ 9
4. DELIVERY ................................................................................................................... 9
5. COLLATERAL ........................................................................................................... 10
6. DISTRIBUTIONS AND CORPORATE ACTIONS .................................................. 13
7. RATES APPLICABLE TO LOANED SECURITIES AND CASH
COLLATERAL ........................................................................................................... 15
8. DELIVERY OF EQUIVALENT SECURITIES ......................................................... 16
9. FAILURE TO DELIVER ............................................................................................ 17
10. EVENTS OF DEFAULT ............................................................................................ 18
11. CONSEQUENCES OF AN EVENT OF DEFAULT ................................................. 19
12. TAXES ........................................................................................................................ 23
13. LENDER’S WARRANTIES ...................................................................................... 25
14. BORROWER’S WARRANTIES ................................................................................ 25
15. INTEREST ON OUTSTANDING PAYMENTS ....................................................... 25
16. TERMINATION OF THIS AGREEMENT ................................................................ 26
17. SINGLE AGREEMENT ............................................................................................. 26
18. SEVERANCE ............................................................................................................. 26
19. SPECIFIC PERFORMANCE ..................................................................................... 26
20. NOTICES .................................................................................................................... 26
21. ASSIGNMENT ........................................................................................................... 27
22. NON-WAIVER ........................................................................................................... 27
23. GOVERNING LAW AND JURISDICTION ............................................................. 27
24. TIME ........................................................................................................................... 28
25. RECORDING .............................................................................................................. 28
26. WAIVER OF IMMUNITY ......................................................................................... 28
27. MISCELLANEOUS .................................................................................................... 28
SCHEDULE ............................................................................................................................ 31
AGENCY ANNEX .................................................................................................................. 34
ADDENDUM FOR POOLED PRINCIPAL AGENCY LOANS ............................................ 37

49

LON9860454 Page 3
AGREEMENT
BETWEEN:
(Party A) a company incorporated under the laws of
acting through one or more Designated Offices; and
(Party B) a company incorporated under the laws of
acting through one or more Designated Offices.
1.
APPLICABILITY
1.1 From time to time the Parties acting through one or more Designated Offices may
enter into transactions in which one party (Lender) will transfer to the other
(Borrower) securities and financial instruments (Securities) against the transfer of
Collateral (as defined in paragraph 2) with a simultaneous agreement by Borrower to
transfer to Lender Securities equivalent to such Securities on a fixed date or on
demand against the transfer to Borrower by Lender of assets equivalent to such
Collateral.
1.2 Each such transaction shall be referred to in this Agreement as a Loan and shall be
governed by the terms of this Agreement, including the supplemental terms and
conditions contained in the Schedule and any Addenda or Annexes attached hereto,
unless otherwise agreed in writing. In the event of any inconsistency between the
provisions of an Addendum or Annex and this Agreement, the provisions of such
Addendum or Annex shall prevail unless the Parties otherwise agree.
1.3 Either Party may perform its obligations under this Agreement either directly or
through a Nominee.
2.
INTERPRETATION
2.1 In this Agreement:
Act of Insolvency means in relation to either Party:
(a) its making a general assignment for the benefit of, or entering into a
reorganisation, arrangement, or composition with creditors; or
(b) its stating in writing that it is unable to pay its debts as they become due; or
(c) its seeking, consenting to or acquiescing in the appointment of any trustee,
administrator, receiver or liquidator or analogous officer of it or any material
part of its property; or
(d) the presentation or filing of a petition in respect of it (other than by the other
Party to this Agreement in respect of any obligation under this Agreement) in
any court or before any agency alleging or for the bankruptcy, winding-up or
insolvency of such Party (or any analogous proceeding) or seeking any
reorganisation, arrangement, composition, re-adjustment, administration,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, such petition not having been stayed or dismissed within
30 days of its filing (except in the case of a petition for winding-up or any
50

LON9860454 Page 4
analogous proceeding in respect of which no such 30 day period shall apply);
or
(e) the appointment of a receiver, administrator, liquidator or trustee or
analogous officer of such Party over all or any material part of such Party’s
property; or
(f) the convening of any meeting of its creditors for the purpose of considering a
voluntary arrangement as referred to in Section 3 of the Insolvency Act 1986
(or any analogous proceeding);
Agency Annex means the Annex to this Agreement published by the International
Securities Lending Association and providing for Lender to act as agent for a third
party in respect of one or more Loans;
Alternative Collateral
means Collateral having a Market Value equal to the Collateral
delivered pursuant to paragraph 5 and provided by way of substitution in accordance
with the provisions of paragraph 5.3;
Applicable Law means the laws, rules and regulations (including double taxation
conventions) of any relevant jurisdiction, including published practice of any
government or other taxing authority in connection with such laws, rules and
regulations;
Automatic Early Termination
has the meaning given in paragraph 10.1(d);
Base Currency
means the currency indicated in paragraph 2 of the Schedule;
Business Day means:
(a) in relation to Delivery in respect of any Loan, a day other than a Saturday or
a Sunday on which banks and securities markets are open for business
generally in the place(s) where the relevant Securities, Equivalent Securities,
Collateral or Equivalent Collateral are to be delivered;
(b) in relation to any payments under this Agreement, a day other than a Saturday
or a Sunday on which banks are open for business generally in the principal
financial centre of the country of which the currency in which the payment is
denominated is the official currency and, if different, in the place where any
account designated by the Parties for the making or receipt of the payment is
situated (or, in the case of a payment in euro, a day on which TARGET
operates);
(c) in relation to a notice or other communication served under this Agreement,
any day other than a Saturday or a Sunday on which banks are open for
business generally in the place designated for delivery in accordance with
paragraph 3 of the Schedule; and
(d) in any other case, a day other than a Saturday or a Sunday on which banks are
open for business generally in each place stated in paragraph
6 of the
Schedule;
Buy-In means any arrangement under which, in the event of a seller or transferor
failing to deliver securities to the buyer or transferee, the buyer or transferee of such
51

LON9860454 Page 5
securities is entitled under the terms of such arrangement to buy or otherwise acquire
securities equivalent to such securities and to recover the cost of so doing from the
seller or transferor;
Cash Collateral
means Collateral taking the form of a transfer of currency;
Close of Business means the time at which the relevant banks, securities settlement
systems or depositaries close in the business centre in which payment is to be made or
Securities or Collateral is to be delivered;
Collateral means such securities or financial instruments or transfers of currency as
are referred to in the table set out under paragraph
1 of the Schedule as being
acceptable or any combination thereof as agreed between the Parties in relation to any
particular Loan and which are delivered by Borrower to Lender in accordance with
this Agreement and shall include Alternative Collateral;
Defaulting Party
has the meaning given in paragraph 10;
Delivery in relation to any Securities or Collateral or Equivalent Securities or
Equivalent Collateral comprising Securities means:
(a) in the case of Securities held by a Nominee or within a clearing or settlement
system, the crediting of such Securities to an account of the Borrower or
Lender, as the case may be, or as it shall direct, or,
(b) in the case of Securities otherwise held, the delivery to Borrower or Lender,
as the case may be, or as the transferee shall direct of the relevant instruments
of transfer, or
(c) by such other means as may be agreed,
and deliver shall be construed accordingly;
Designated Office means the branch or office of a Party which is specified as such in
paragraph 6 of the Schedule or such other branch or office as may be agreed to in
writing by the Parties;
Equivalent or equivalent to in relation to any Loaned Securities or Collateral
(whether Cash Collateral or Non-Cash Collateral) provided under this Agreement
means Securities or other property, of an identical type, nominal value, description
and amount to particular Loaned Securities or Collateral (as the case may be) so
provided. If and to the extent that such Loaned Securities or Collateral (as the case
may be) consists of Securities that are partly paid or have been converted, subdivided,
consolidated, made the subject of a takeover, rights of pre-emption, rights to receive
securities or a certificate which may at a future date be exchanged for Securities, the
expression shall include such Securities or other assets to which Lender or Borrower
(as the case may be) is entitled following the occurrence of the relevant event, and, if
appropriate, the giving of the relevant notice in accordance with paragraph 6.7 and
provided that Lender or Borrower (as the case may be) has paid to the other Party all
and any sums due in respect thereof. In the event that such Loaned Securities or
Collateral (as the case may be) have been redeemed, are partly paid, are the subject of
a capitalisation issue or are subject to an event similar to any of the foregoing events
described in this paragraph, the expression shall have the following meanings:
52

LON9860454 Page 6
(a) in the case of redemption, a sum of money equivalent to the proceeds of the
redemption;
(b) in the case of a call on partly-paid Securities, Securities equivalent to the
relevant Loaned Securities or Collateral, as the case may be, provided that
Lender shall have paid Borrower, in respect of Loaned Securities, and
Borrower shall have paid to Lender, in respect of Collateral, an amount of
money equal to the sum due in respect of the call;
(c) in the case of a capitalisation issue, Securities equivalent to the relevant
Loaned Securities or Collateral, as the case may be, together with the
securities allotted by way of bonus thereon;
(d) in the case of any event similar to any of the foregoing events described in
this paragraph, Securities equivalent to the Loaned Securities or the relevant
Collateral, as the case may be, together with or replaced by a sum of money
or Securities or other property equivalent to that received in respect of such
Loaned Securities or Collateral, as the case may be, resulting from such
event;
Income means any interest, dividends or other distributions of any kind whatsoever
with respect to any Securities or Collateral;
Income Record Date, with respect to any Securities or Collateral,
means the date by
reference to which holders of such Securities or Collateral are identified as being
entitled to payment of Income;
Letter of Credit means an irrevocable, non-negotiable letter of credit in a form, and
from a bank, acceptable to Lender;
Loaned Securities
means Securities which are the subject of an outstanding Loan;
Margin has the meaning specified in paragraph 1 of the Schedule with reference to
the table set out therein;
Market Value
means:
(a) in relation to the valuation of Securities, Equivalent Securities, Collateral or
Equivalent Collateral (other than Cash Collateral or a Letter of Credit):
(i) such price as is equal to the market quotation for the mid price of
such Securities, Equivalent Securities, Collateral and/or Equivalent
Collateral as derived from a reputable pricing information service
reasonably chosen in good faith by Lender; or
(ii) if unavailable the market value thereof as derived from the mid price
or rate bid by a reputable dealer for the relevant instrument
reasonably chosen in good faith by Lender,
in each case at Close of Business on the previous Business Day, or as
specified in the Schedule, unless agreed otherwise or, at the option of either
Party where in its reasonable opinion there has been an exceptional
movement in the price of the asset in question since such time, the latest
available price, plus (in each case):
53

LON9860454 Page 7
(iii) the aggregate amount of Income which has accrued but not yet been
paid in respect of the Securities, Equivalent Securities, Collateral or
Equivalent Collateral concerned to the extent not included in such
price,
provided that the price of Securities, Equivalent Securities, Collateral or
Equivalent Collateral that are suspended or that cannot legally be transferred
or that are transferred or required to be transferred to a government, trustee or
third party (whether by reason of nationalisation, expropriation or otherwise)
shall for all purposes be a commercially reasonable price agreed between the
Parties, or absent agreement, be a price provided by a third party dealer
agreed between the Parties, or if the Parties do not agree a third party dealer
then a price based on quotations provided by the Reference Dealers. If more
than three quotations are provided, the Market Value will be the arithmetic
mean of the prices, without regard to the quotations having the highest and
lowest prices. If three quotations are provided, the Market Value will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest or lowest price,
then one of such quotations shall be disregarded. If fewer than three
quotations are provided, the Market Value of the relevant Securities,
Equivalent Securities, Collateral or Equivalent Collateral shall be determined
by the Party making the determination of Market Value acting reasonably;
(b) in relation to a Letter of Credit the face or stated amount of such Letter of
Credit; and
(c) in relation to Cash Collateral the amount of the currency concerned;
Nominee means a nominee or agent appointed by either Party to accept delivery of,
hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent
Collateral or to receive or make payments on its behalf;
Non-Cash Collateral
means Collateral other than Cash Collateral;
Non-Defaulting Party has the meaning given in paragraph 10;
Notification Time means the time specified in paragraph 1.5 of the Schedule;
Parties
means Lender and Borrower and Party shall be construed accordingly;
Posted Collateral has the meaning given in paragraph 5.4;
Reference Dealers means, in relation to any Securities, Equivalent Securities,
Collateral or Equivalent Collateral, four leading dealers in the relevant securities
selected by the Party making the determination of Market Value in good faith;
Required Collateral Value has the meaning given in paragraph 5.4;
Sales Tax means value added tax and any other Tax of a similar nature (including,
without limitation, any sales tax of any relevant jurisdiction);
Settlement Date means the date upon which Securities are due to be transferred to
Borrower in accordance with this Agreement;
54

LON9860454 Page 8
Stamp Tax means any stamp, transfer, registration, documentation or similar Tax;
and
Tax means any present or future tax, levy, impost, duty, charge, assessment or fee of
any nature (including interest, penalties and additions thereto) imposed by any
government or other taxing authority in respect of any transaction effected pursuant
to or contemplated by, or any payment under or in respect of, this Agreement.
2.2 Headings
All headings appear for convenience only and shall not affect the interpretation of this
Agreement.
2.3 Market terminology
Notwithstanding the use of expressions such as “borrow”, “lend”, “Collateral”,
“Margin” etc. which are used to reflect terminology used in the market for
transactions of the kind provided for in this Agreement, title to Securities “borrowed”
or “lent” and “Collateral” provided in accordance with this Agreement shall pass
from one Party to another as provided for in this Agreement, the Party obtaining such
title being obliged to deliver Equivalent Securities or Equivalent Collateral as the
case may be.
2.4 Currency conversions
Subject to paragraph 11, for the purposes of determining any prices, sums or values
(including Market Value and Required Collateral Value) prices, sums or values stated
in currencies other than the Base Currency shall be converted into the Base Currency
at the latest available spot rate of exchange quoted by a bank selected by Lender (or if
an Event of Default has occurred in relation to Lender, by Borrower) in the London
inter-bank market for the purchase of the Base Currency with the currency concerned
on the day on which the calculation is to be made or, if that day is not a Business
Day, the spot rate of exchange quoted at Close of Business on the immediately
preceding Business Day on which such a quotation was available.
2.5 The Parties confirm that introduction of and/or substitution (in place of an existing
currency) of a new currency as the lawful currency of a country shall not have the
effect of altering, or discharging, or excusing performance under, any term of the
Agreement or any Loan thereunder, nor give a Party the right unilaterally to alter or
terminate the Agreement or any Loan thereunder. Securities will for the purposes of
this Agreement be regarded as equivalent to other securities notwithstanding that as a
result of such introduction and/or substitution those securities have been
redenominated into the new currency or the nominal value of the securities has
changed in connection with such redenomination.
2.6 Modifications etc. to legislation
Any reference in this Agreement to an act, regulation or other legislation shall include
a reference to any statutory modification or re-enactment thereof for the time being in
force.
55

LON9860454 Page 9
3. LOANS OF SECURITIES
Lender will lend Securities to Borrower, and Borrower will borrow Securities from
Lender in accordance with the terms and conditions of this Agreement. The terms of
each Loan shall be agreed prior to the commencement of the relevant Loan either
orally or in writing (including any agreed form of electronic communication) and
confirmed in such form and on such basis as shall be agreed between the Parties.
Unless otherwise agreed, any confirmation produced by a Party shall not supersede or
prevail over the prior oral, written or electronic communication (as the case may be).
4.
DELIVERY
4.1 Delivery of Securities on commencement of Loan
Lender shall procure the Delivery of Securities to Borrower or deliver such Securities
in accordance with this Agreement and the terms of the relevant Loan.
4.2 Requirements to effect Delivery
The Parties shall execute and deliver all necessary documents and give all necessary
instructions to procure that all right, title and interest in:
(a) any Securities borrowed pursuant to paragraph 3
;
(b) any Equivalent Securities delivered pursuant to paragraph 8;
(c) any Collateral delivered pursuant to paragraph 5;
(d) any Equivalent Collateral delivered pursuant to paragraphs 5 or 8;
shall pass from one Party to the other subject to the terms and conditions set out in
this Agreement, on delivery of the same in accordance with this Agreement with full
title guarantee, free from all liens, charges and encumbrances. In the case of
Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is
registered in a computer-based system which provides for the recording and transfer
of title to the same by way of book entries, delivery and transfer of title shall take
place in accordance with the rules and procedures of such system as in force from
time to time. The Party acquiring such right, title and interest shall have no
obligation to return or deliver any of the assets so acquired but, in so far as any
Securities are borrowed by or any Collateral is delivered to such Party, such Party
shall be obliged, subject to the terms of this Agreement, to deliver Equivalent
Securities or Equivalent Collateral as appropriate.
4.3 Deliveries to be simultaneous unless otherwise agreed
Where under the terms of this Agreement a Party is not obliged to make a Delivery
unless simultaneously a Delivery is made to it, subject to and without prejudice to its
rights under paragraph 8.6, such Party may from time to time in accordance with
market practice and in recognition of the practical difficulties in arranging
simultaneous delivery of Securities, Collateral and cash transfers, waive its right
under this Agreement in respect of simultaneous delivery and/or payment provided
that no such waiver (whether by course of conduct or otherwise) in respect of one
transaction shall bind it in respect of any other transaction.
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4.4 Deliveries of Income
In respect of Income being paid in relation to any Loaned Securities or Collateral,
Borrower (in the case of Income being paid in respect of Loaned Securities) and
Lender (in the case of Income being paid in respect of Collateral) shall provide to the
other Party, as the case may be, any endorsements or assignments as shall be
customary and appropriate to effect, in accordance with paragraph 6, the payment or
delivery of money or property in respect of such Income to Lender, irrespective of
whether Borrower received such endorsements or assignments in respect of any
Loaned Securities, or to Borrower, irrespective of whether Lender received such
endorsements or assignments in respect of any Collateral.
5.
COLLATERAL
5.1 Delivery of Collateral on commencement of Loan
Subject to the other provisions of this paragraph 5
, Borrower undertakes to deliver to
or deposit with Lender (or in accordance with Lender’s instructions) Collateral
simultaneously with Delivery of the Securities to which the Loan relates and in any
event no later than Close of Business on the Settlement Date.
5.2 Deliveries through securities settlement systems generating automatic payments
Unless otherwise agreed between the Parties, where any Securities, Equivalent
Securities, Collateral or Equivalent Collateral (in the form of securities) are
transferred through a book entry transfer or settlement system which automatically
generates a payment or delivery, or obligation to pay or deliver, against the transfer of
such securities, then:
(a) such automatically generated payment, delivery or obligation shall be treated
as a payment or delivery by the transferee to the transferor, and except to the
extent that it is applied to discharge an obligation of the transferee to effect
payment or delivery, such payment or delivery, or obligation to pay or
deliver, shall be deemed to be a transfer of Collateral or delivery of
Equivalent Collateral, as the case may be, made by the transferee until such
time as the Collateral or Equivalent Collateral is substituted with other
Collateral or Equivalent Collateral if an obligation to deliver other Collateral
or deliver Equivalent Collateral existed immediately prior to the transfer of
Securities, Equivalent Securities, Collateral or Equivalent Collateral; and
(b) the Party receiving such substituted Collateral or Equivalent Collateral, or if
no obligation to deliver other Collateral or redeliver Equivalent Collateral
existed immediately prior to the transfer of Securities, Equivalent Securities,
Collateral or Equivalent Collateral, the Party receiving the deemed transfer of
Collateral or Delivery of Equivalent Collateral, as the case may be, shall
cause to be made to the other Party for value the same day either, where such
transfer is a payment, an irrevocable payment in the amount of such transfer
or, where such transfer is a Delivery, an irrevocable Delivery of securities (or
other property, as the case may be) equivalent to such property.
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5.3 Substitutions of Collateral
Borrower may from time to time call for the repayment of Cash Collateral or the
Delivery of Collateral equivalent to any Collateral delivered to Lender prior to the
date on which the same would otherwise have been repayable or deliverable provided
that at or prior to the time of such repayment or Delivery Borrower shall have
delivered Alternative Collateral acceptable to Lender and Borrower is in compliance
with paragraph
5.4 or paragraph 5.5, as applicable.
5.4 Marking to Market of Collateral during the currency of a Loan on aggregated
basis
Unless paragraph 1.3 of the Schedule indicates that paragraph 5.5 shall apply in lieu
of this paragraph 5.4, or unless otherwise agreed between the Parties:
(a) the aggregate Market Value of the Collateral delivered to or deposited with
Lender (excluding any Equivalent Collateral repaid or delivered under
paragraphs 5.4(b) or 5.5(b) (as the case may be)) (Posted Collateral) in
respect of all Loans outstanding under this Agreement shall equal the
aggregate of the Market Value of Securities equivalent to the Loaned
Securities and the applicable Margin (the Required Collateral Value) in
respect of such Loans;
(b) if at any time on any Business Day the aggregate Market Value of the Posted
Collateral in respect of all Loans outstanding under this Agreement together
with: (i) all amounts due and payable by the Lender under this Agreement but
which are unpaid; and (ii) if agreed between the parties and if the Income
Record Date has occurred in respect of any Non-Cash Collateral, the amount
or Market Value of Income payable in respect of such Non-Cash Collateral
exceeds the aggregate of the Required Collateral Values in respect of such
Loans together with: (i) all amounts due and payable by the Borrower under
this Agreement but which are unpaid; and (ii) if agreed between the parties
and if the Income Record Date has occurred in respect of any securities
equivalent to Loaned Securities, the amount or Market Value of Income
payable in respect of such Equivalent Securities, Lender shall (on demand)
repay and/or deliver, as the case may be, to Borrower such Equivalent
Collateral as will eliminate the excess;
(c) if at any time on any Business Day the aggregate Market Value of the Posted
Collateral in respect of all Loans outstanding under this Agreement together
with : (i) all amounts due and payable by the Lender under this Agreement but
which are unpaid; and (ii) if agreed between the parties and if the Income
Record Date has occurred in respect of any Non-Cash Collateral, the amount
or Market Value of Income payable in respect of such Non-Cash Collateral
falls below the aggregate of Required Collateral Values in respect of all such
Loans together with: (i) all amounts due and payable by the Borrower under
this Agreement but which are unpaid; and (ii) if agreed between the parties
and if the Income Record Date has occurred in respect of Securities
equivalent to any Loaned Securities, the amount or Market Value of Income
payable in respect of such Equivalent Securities, Borrower shall (on demand)
provide such further Collateral to Lender as will eliminate the deficiency;
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(d) where a Party acts as both Lender and Borrower under this Agreement, the
provisions of paragraphs 5.4(b) and 5.4(c) shall apply separately (and without
duplication) in respect of Loans entered into by that Party as Lender and
Loans entered into by that Party as Borrower.
5.5 Marking to Market of Collateral during the currency of a Loan on a Loan by
Loan basis
If paragraph 1.3 of the Schedule indicates this paragraph 5.5 shall apply in lieu of
paragraph 5.4, the Posted Collateral in respect of any Loan shall bear from day to day
and at any time the same proportion to the Market Value of Securities equivalent to
the Loaned Securities as the Posted Collateral bore at the commencement of such
Loan. Accordingly:
(a) the Market Value of the Posted Collateral to be delivered or deposited while
the Loan continues shall be equal to the Required Collateral Value;
(b) if at any time on any Business Day the Market Value of the Posted Collateral
in respect of any Loan together with: (i) all amounts due and payable by the
Lender in respect of that Loan but which are unpaid; and (ii) if agreed
between the parties and if the Income Record Date has occurred in respect of
any Non-Cash Collateral, the amount or Market Value of Income payable in
respect of such Non-Cash Collateral exceeds the Required Collateral Value in
respect of such Loan together with: (i) all amounts due and payable by the
Borrower in respect of that Loan; and (ii) if agreed between the parties and if
the Income Record Date has occurred in respect of Securities equivalent to
any Loaned Securities, the amount or Market Value of Income payable in
respect of such Equivalent Securities, Lender shall (on demand) repay and/or
deliver, as the case may be, to Borrower such Equivalent Collateral as will
eliminate the excess; and
(c) if at any time on any Business Day the Market Value of the Posted Collateral
together with: (i) all amounts due any payable by the Lender in respect of that
Loan; and (ii) if agreed between the parties and if the Income Record Date
has occurred in respect of any Non-Cash Collateral, the amount or Market
Value of Income payable in respect of such Non-Cash Collateral falls below
the Required Collateral Value together with: (i) all amounts due and payable
by the Borrower in respect of that Loan; and (ii) if agreed between the parties
and if the Income Record Date has occurred in respect of Securities
equivalent to any Loaned Securities, the amount or Market Value of Income
payable in respect of such Equivalent Securities, Borrower shall (on demand)
provide such further Collateral to Lender as will eliminate the deficiency.
5.6 Requirements to deliver excess Collateral
Where paragraph 5.4 applies, unless paragraph 1.4 of the Schedule indicates that this
paragraph 5.6 does not apply, if a Party (the first Party) would, but for this
paragraph 5.6, be required under paragraph 5.4 to provide further Collateral or deliver
Equivalent Collateral in circumstances where the other Party (the second Party)
would, but for this paragraph 5.6, also be required to or provide Collateral or deliver
Equivalent Collateral under paragraph 5.4, then the Market Value of the Collateral or
Equivalent Collateral deliverable by the first Party (X) shall be set off against the
Market Value of the Collateral or Equivalent Collateral deliverable by the second
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Party (Y) and the only obligation of the Parties under paragraph 5.4 shall be, where X
exceeds Y, an obligation of the first Party, or where Y exceeds X, an obligation of the
second Party to repay and/or (as the case may be) deliver Equivalent Collateral or to
deliver further Collateral having a Market Value equal to the difference between X
and Y.
5.7 Where Equivalent Collateral is repaid or delivered (as the case may be) or further
Collateral is provided by a Party under paragraph 5.6
, the Parties shall agree to which
Loan or Loans such repayment, delivery or further provision is to be attributed and
failing agreement it shall be attributed, as determined by the Party making such
repayment, delivery or further provision to the earliest outstanding Loan and, in the
case of a repayment or delivery up to the point at which the Market Value of
Collateral in respect of such Loan equals the Required Collateral Value in respect of
such Loan, and then to the next earliest outstanding Loan up to the similar point and
so on.
5.8 Timing of repayments of excess Collateral or deliveries of further Collateral
Where any Equivalent Collateral falls to be repaid or delivered (as the case may be)
or further Collateral is to be provided under this paragraph 5, unless otherwise
provided or agreed between the Parties, if the relevant demand is received by the
Notification Time specified in paragraph 1.5 of the Schedule, then the delivery shall
be made not later than the Close of Business on the same Business Day; if a demand
is received after the Notification Time, then the relevant delivery shall be made not
later than the Close of Business on the next Business Day after the date such demand
is received.
5.9 Substitutions and extensions of Letters of Credit
Where Collateral is a Letter of Credit, Lender may by notice to Borrower require that
Borrower, on the third Business Day following the date of delivery of such notice (or
by such other time as the Parties may agree), substitute Collateral consisting of cash
or other Collateral acceptable to Lender for the Letter of Credit. Prior to the
expiration of any Letter of Credit supporting Borrower’s obligations hereunder,
Borrower shall, no later than 10.30 a.m. UK time on the second Business Day prior to
the date such Letter of Credit expires
(or by such other time as the Parties may agree),
obtain an extension of the expiration of such Letter of Credit or replace such Letter of
Credit by providing Lender with a substitute Letter of Credit in an amount at least
equal to the amount of the Letter of Credit for which it is substituted.
6.
DISTRIBUTIONS AND CORPORATE ACTIONS
6.1 In this paragraph 6, references to an amount of Income received by any Party in
respect of any Loaned Securities or Non-Cash Collateral shall be to an amount
received from the issuer after any applicable withholding or deduction for or on
account of Tax.
6.2 Manufactured payments in respect of Loaned Securities
Where the term of a Loan extends over an Income Record Date in respect of any
Loaned Securities, Borrower shall, on the date such Income is paid by the issuer, or
on such other date as the Parties may from time to time agree, pay or deliver to
Lender such sum of money or property as is agreed between the Parties or, failing
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such agreement, a sum of money or property equivalent to (and in the same currency
as) the type and amount of such Income that would be received by Lender in respect
of such Loaned Securities assuming such Securities were not loaned to Borrower and
were retained by Lender on the Income Record Date.
6.3 Manufactured payments in respect of Non-Cash Collateral
Where Non-Cash Collateral is delivered by Borrower to Lender and an Income
Record Date in respect of such Non-Cash Collateral occurs before Equivalent
Collateral is delivered by Lender to Borrower, Lender shall on the date such Income
is paid, or on such other date as the Parties may from time to time agree, pay or
deliver to Borrower a sum of money or property as is agreed between the Parties or,
failing such agreement, a sum of money or property equivalent to (and in the same
currency as) the type and amount of such Income that would be received by Lender in
respect of such Non-Cash Collateral assuming Lender:
(a) retained the Non-Cash Collateral on the Income Record Date; and
(b) is not entitled to any credit, benefit or other relief in respect of Tax under any
Applicable Law.
6.4 Indemnity for failure to redeliver Equivalent Non-Cash Collateral
Unless paragraph 1.6 of the Schedule indicates that this paragraph does not apply,
where:
(a) prior to any Income Record Date in relation to Non-Cash Collateral,
Borrower has in accordance with paragraph 5.3 called for the Delivery of
Equivalent Non-Cash Collateral;
(b) Borrower has given notice of such call to Lender so as to be effective, at the
latest, five hours before the Close of Business on the last Business Day on
which Lender would customarily be required to initiate settlement of the
Non-Cash Collateral to enable settlement to take place on the Business Day
immediately preceding the relevant Income Record Date;
(c) Borrower has provided reasonable details to Lender of the Non-Cash
Collateral, the relevant Income Record Date and the proposed Alternative
Collateral;
(d) Lender, acting reasonably, has determined that such Alternative Collateral is
acceptable to it and Borrower shall have delivered or delivers such
Alternative Collateral to Lender; and
(e) Lender has failed to make reasonable efforts to transfer Equivalent Non-Cash
Collateral to Borrower prior to such Income Record Date,
Lender shall indemnify Borrower in respect of any cost, loss or damage (excluding
any indirect or consequential loss or damage or any amount otherwise compensated
by Lender, including pursuant to paragraphs 6.3
and/or 9.3) suffered by Borrower that
it would not have suffered had the relevant Equivalent Non-Cash Collateral been
transferred to Borrower prior to such Income Record Date.
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6.5 Income in the form of Securities
Where Income, in the form of securities, is paid in relation to any Loaned Securities
or Collateral, such securities shall be added to such Loaned Securities or Collateral
(and shall constitute Loaned Securities or Collateral, as the case may be, and be part
of the relevant Loan) and will not be delivered to Lender, in the case of Loaned
Securities, or to Borrower, in the case of Collateral, until the end of the relevant Loan,
provided that the Lender or
Borrower (as the case may be) fulfils its obligations under
paragraph 5.4 or 5.5 (as applicable) with respect to the additional Loaned Securities
or Collateral, as the case may be.
6.6 Exercise of voting rights
Where any voting rights fall to be exercised in relation to any Loaned Securities or
Collateral, neither Borrower, in the case of Equivalent Securities, nor Lender, in the
case of Equivalent Collateral, shall have any obligation to arrange for voting rights of
that kind to be exercised in accordance with the instructions of the other Party in
relation to the Securities borrowed by it or transferred to it by way of Collateral, as
the case may be, unless otherwise agreed between the Parties.
6.7 Corporate actions
Where, in respect of any Loaned Securities or any Collateral, any rights relating to
conversion, sub-division, consolidation, pre-emption, rights arising under a takeover
offer, rights to receive securities or a certificate which may at a future date be
exchanged for securities or other rights, including those requiring election by the
holder for the time being of such Securities or Collateral, become exercisable prior to
the delivery of Equivalent Securities or Equivalent Collateral, then Lender or
Borrower, as the case may be, may, within a reasonable time before the latest time for
the exercise of the right or option give written notice to the other Party that on
delivery of Equivalent Securities or Equivalent Collateral, as the case may be, it
wishes to receive Equivalent Securities or Equivalent Collateral in such form as will
arise if the right is exercised or, in the case of a right which may be exercised in more
than one manner, is exercised as is specified in such written notice.
7.
RATES APPLICABLE TO LOANED SECURITIES AND CASH COLLATERAL
7.1 Rates in respect of Loaned Securities
In respect of each Loan, Borrower shall pay to Lender, in the manner prescribed in
sub-paragraph 7.3, sums calculated by applying such rate as shall be agreed between
the Parties from time to time to the daily Market Value of the Loaned Securities.
7.2 Rates in respect of Cash Collateral
Where Cash Collateral is deposited with Lender in respect of any Loan, Lender shall
pay to Borrower, in the manner prescribed in paragraph 7.3
, sums calculated by
applying such rates as shall be agreed between the Parties from time to time to the
amount of such Cash Collateral. Any such payment due to Borrower may be set-off
against any payment due to Lender pursuant to paragraph 7.1.
7.3 Payment of rates
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In respect of each Loan, the payments referred to in paragraph 7.1 and 7.2 shall
accrue daily in respect of the period commencing on and inclusive of the Settlement
Date and terminating on and exclusive of the Business Day upon which Equivalent
Securities are delivered or Cash Collateral is repaid. Unless otherwise agreed, the
sums so accruing in respect of each calendar month shall be paid in arrears by the
relevant Party not later than the Business Day which is the tenth Business Day after
the last Business Day of the calendar month to which such payments relate or such
other date as the Parties shall from time to time agree.
8.
DELIVERY OF EQUIVALENT SECURITIES
8.1 Lender’s right to terminate a Loan
Subject to paragraph 11 and the terms of the relevant Loan, Lender shall be entitled to
terminate a Loan and to call for the delivery of all or any Equivalent Securities at any
time by giving notice on any Business Day of not less than the standard settlement
time for such Equivalent Securities on the exchange or in the clearing organisation
through which the Loaned Securities were originally delivered. Borrower shall
deliver such Equivalent Securities not later than the expiry of such notice in
accordance with Lender’s instructions.
8.2 Borrower’s right to terminate a Loan
Subject to the terms of the relevant Loan, Borrower shall be entitled at any time to
terminate a Loan and to deliver all and any Equivalent Securities due and outstanding
to Lender in accordance with Lender’s instructions and Lender shall accept such
delivery.
8.3 Delivery of Equivalent Securities on termination of a Loan
Borrower shall procure the Delivery of Equivalent Securities to Lender or deliver
Equivalent Securities in accordance with this Agreement and the terms of the relevant
Loan on termination of the Loan. For the avoidance of doubt any reference in this
Agreement or in any other agreement or communication between the Parties
(howsoever expressed) to an obligation to deliver or account for or act in relation to
Loaned Securities shall accordingly be construed as a reference to an obligation to
deliver or account for or act in relation to Equivalent Securities.
8.4 Delivery of Equivalent Collateral on termination of a Loan
On the date and time that Equivalent Securities are required to be delivered by
Borrower on the termination of a Loan, Lender shall simultaneously (subject to
paragraph 5.4 if applicable) repay to Borrower any Cash Collateral or, as the case
may be, deliver Collateral equivalent to the Collateral provided by Borrower pursuant
to paragraph
5 in respect of such Loan. For the avoidance of doubt any reference in
this Agreement or in any other agreement or communication between the Parties
(however expressed) to an obligation to deliver or account for or act in relation to
Collateral shall accordingly be construed as a reference to an obligation to deliver or
account for or act in relation to Equivalent Collateral.
8.5 Delivery of Letters of Credit
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Where a Letter of Credit is provided by way of Collateral, the obligation to deliver
Equivalent Collateral is satisfied by Lender delivering for cancellation the Letter of
Credit so provided, or where the Letter of Credit is provided in respect of more than
one Loan, by Lender consenting to a reduction in the value of the Letter of Credit.
8.6 Delivery obligations to be reciprocal
Neither Party shall be obliged to make delivery (or make a payment as the case may
be) to the other unless it is satisfied that the other Party will make such delivery (or
make an appropriate payment as the case may be) to it. If it is not so satisfied
(whether because an Event of Default has occurred in respect of the other Party or
otherwise) it shall notify the other Party and unless that other Party has made
arrangements which are sufficient to assure full delivery (or the appropriate payment
as the case may be) to the notifying Party, the notifying Party shall (provided it is
itself in a position, and willing, to perform its own obligations) be entitled to withhold
delivery (or payment, as the case may be) to the other Party until such arrangements
to assure full delivery (or the appropriate payment as the case may be) are made.
9.
FAILURE TO DELIVER
9.1 Borrower’s failure to deliver Equivalent Securities
If Borrower fails to deliver Equivalent Securities in accordance with paragraph 8.3
Lender may:
(a) elect to continue the Loan (which, for the avoidance of doubt, shall continue
to be taken into account for the purposes of paragraph 5.4 or 5.5 as
applicable); or
(b) at any time while such failure continues, by written notice to Borrower
declare that that Loan (but only that Loan) shall be terminated immediately in
accordance with paragraph 11.2 as if (i) an Event of Default had occurred in
relation to the Borrower, (ii) references to the Termination Date were to the
date on which notice was given under this sub-paragraph, and (iii) the Loan
were the only Loan outstanding. For the avoidance of doubt, any such failure
shall not constitute an Event of Default (including under paragraph 10.1(i))
unless the Parties otherwise agree.
9.2 Lender’s failure to deliver Equivalent Collateral
If Lender fails to deliver Equivalent Collateral comprising Non-Cash Collateral in
accordance with paragraph 8.4 or 8.5, Borrower may:
(a) elect to continue the Loan (which, for the avoidance of doubt, shall continue
to be taken into account for the purposes of paragraph 5.4 or 5.5 as
applicable); or
(b) at any time while such failure continues, by written notice to Lender declare
that that Loan (but only that Loan) shall be terminated immediately in
accordance with paragraph 11.2 as if (i) an Event of Default had occurred in
relation to the Lender, (ii) references to the Termination Date were to the date
on which notice was given under this sub-paragraph, and (iii) the Loan were
the only Loan outstanding. For the avoidance of doubt, any such failure shall
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not constitute an Event of Default (including under paragraph 10.1(i)) unless
the Parties otherwise agree.
9.3 Failure by either Party to deliver
Where a Party (the Transferor) fails to deliver Equivalent Securities or Equivalent
Collateral by the time required under this Agreement or within such other period as
may be agreed between the Transferor and the other Party (the Transferee) and the
Transferee:
(a) incurs interest, overdraft or similar costs and expenses; or
(b) incurs costs and expenses as a direct result of a Buy-in exercised against it by
a third party,
then the Transferor agrees to pay within one Business Day of a demand from the
Transferee and hold harmless the Transferee with respect to all reasonable costs and
expenses listed in sub-paragraphs (a) and (b) above properly incurred which arise
directly from such failure other than (i) such costs and expenses which arise from the
negligence or wilful default of the Transferee and (ii) any indirect or consequential
losses.
10. EVENTS OF DEFAULT
10.1 Each of the following events occurring and continuing in relation to either Party (the
Defaulting Party, the other Party being the Non-Defaulting Party) shall be an Event
of Default but only (subject to sub-paragraph 10.1(d)) where the Non-Defaulting
Party serves written notice on the Defaulting Party:
(a) Borrower or Lender failing to pay or repay Cash Collateral or to deliver
Collateral on commencement of the Loan under paragraph 5.1 or to deliver
further Collateral under paragraph 5.4
or 5.5;
(b) Lender or Borrower failing to comply with its obligations under paragraph 6.2
or 6.3 upon the due date and not remedying such failure within three Business
Days after the Non-Defaulting Party serves written notice requiring it to
remedy such failure;
(c) Lender or Borrower failing to pay any sum due under paragraph 9.1(b), 9.2(b)
or 9.3 upon the due date;
(d) an Act of Insolvency occurring with respect to Lender or Borrower, provided
that, where the Parties have specified in paragraph 5
of the Schedule that
Automatic Early Termination shall apply, an Act of Insolvency which is the
presentation of a petition for winding up or any analogous proceeding or the
appointment of a liquidator or analogous officer of the Defaulting Party shall
not require the Non-Defaulting Party to serve written notice on the Defaulting
Party (Automatic Early Termination);
(e) any warranty made by Lender or Borrower in paragraph 13 or
paragraphs 14(a) to 14(d) being incorrect or untrue in any material respect
when made or repeated or deemed to have been made or repeated;
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(f) Lender or Borrower admitting to the other that it is unable to, or it intends not
to, perform any of its obligations under this Agreement and/or in respect of
any Loan where such failure to perform would with the service of notice or
lapse of time constitute an Event of Default;
(g) all or any material part of the assets of Lender or Borrower being transferred
or ordered to be transferred to a trustee (or a person exercising similar
functions) by a regulatory authority pursuant to any legislation;
(h) Lender (if applicable) or Borrower being declared in default or being
suspended or expelled from membership of or participation in, any securities
exchange or suspended or prohibited from dealing in securities by any
regulatory authority, in each case on the grounds that it has failed to meet any
requirements relating to financial resources or credit rating; or
(i) Lender or Borrower failing to perform any other of its obligations under this
Agreement and not remedying such failure within 30
days after the
Non-Defaulting Party serves written notice requiring it to remedy such
failure.
10.2 Each Party shall notify the other (in writing) if an Event of Default or an event which,
with the passage of time and/or upon the serving of a written notice as referred to
above, would be an Event of Default, occurs in relation to it.
10.3 The provisions of this Agreement constitute a complete statement of the remedies
available to each Party in respect of any Event of Default.
10.4 Subject to paragraphs 9 and 11, neither Party may claim any sum by way of
consequential loss or damage in the event of failure by the other Party to perform any
of its obligations under this Agreement.
11. CONSEQUENCES OF AN EVENT OF DEFAULT
11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.7
below
shall apply.
11.2 The Parties’ delivery and payment obligations (and any other obligations they have
under this Agreement) shall be accelerated so as to require performance thereof at the
time such Event of Default occurs (the date of which shall be the Termination Date)
so that performance of such delivery and payment obligations shall be effected only
in accordance with the following provisions.
(a) The Default Market Value of the Equivalent Securities and Equivalent Non-
Cash Collateral to be delivered and the amount of any Cash Collateral
(including sums accrued) to be repaid and any other cash (including interest
accrued) to be paid by each Party shall be established by the Non-Defaulting
Party in accordance with paragraph 11.4 and deemed as at the Termination
Date.
(b) On the basis of the sums so established, an account shall be taken (as at the
Termination Date) of what is due from each Party to the other under this
Agreement (on the basis that each Party’s claim against the other in respect of
delivery of Equivalent Securities or Equivalent Non-Cash Collateral equal to
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the Default Market Value thereof) and the sums due from one Party shall be
set off against the sums due from the other and only the balance of the
account shall be payable (by the Party having the claim valued at the lower
amount pursuant to the foregoing) and such balance shall be payable on the
next following Business Day after such account has been taken and such sums
have been set off in accordance with this paragraph. For the purposes of this
calculation, any sum not denominated in the Base Currency shall be
converted into the Base Currency at the spot rate prevailing at such dates and
times determined by the Non-Defaulting Party acting reasonably.
(c) If the balance under sub-paragraph (b) above is payable by the
Non-Defaulting Party and the Non-Defaulting Party had delivered to the
Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the
Letter of Credit to the extent of the balance due and shall subsequently deliver
for cancellation the Letter of Credit so provided.
(d) If the balance under sub-paragraph (b) above is payable by the Defaulting
Party and the Defaulting Party had delivered to the Non-Defaulting Party a
Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit
to the extent of the balance due and shall subsequently deliver for cancellation
the Letter of Credit so provided.
(e) In all other circumstances, where a Letter of Credit has been provided to a
Party, such Party shall deliver for cancellation the Letter of Credit so
provided.
11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent
Collateral in the form of a Letter of Credit shall be zero and of any Equivalent
Securities or any other Equivalent Non-Cash Collateral shall be determined in
accordance with paragraphs
11.4 to 11.6 below, and for this purpose:
(a) the Appropriate Market means, in relation to securities of any description, the
market which is the most appropriate market for securities of that description,
as determined by the Non-Defaulting Party;
(b) the Default Valuation Time means, in relation to an Event of Default, the
close of business in the Appropriate Market on the fifth dealing day after the
day on which that Event of Default occurs or, where that Event of Default is
the occurrence of an Act of Insolvency in respect of which under
paragraph 10.1(d) no notice is required from the Non-Defaulting Party in
order for such event to constitute an Event of Default, the close of business on
the fifth dealing day after the day on which the Non-Defaulting Party first
became aware of the occurrence of such Event of Default;
(c) Deliverable Securities means Equivalent Securities or Equivalent Non-Cash
Collateral to be delivered by the Defaulting Party;
(d) Net Value means at any time, in relation to any Deliverable Securities or
Receivable Securities, the amount which, in the reasonable opinion of the
Non-Defaulting Party, represents their fair market value, having regard to
such pricing sources and methods (which may include, without limitation,
available prices for securities with similar maturities, terms and credit
characteristics as the relevant Equivalent Securities or Equivalent Collateral)
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as the Non-Defaulting Party considers appropriate, less, in the case of
Receivable Securities, or plus, in the case of Deliverable Securities, all
Transaction Costs incurred or reasonably anticipated in connection with the
purchase or sale of such securities;
(e) Receivable Securities means Equivalent Securities or Equivalent Non-Cash
Collateral to be delivered to the Defaulting Party; and
(f) Transaction Costs in relation to any transaction contemplated in
paragraph 11.4 or 11.5 means the reasonable costs, commissions (including
internal commissions), fees and expenses (including any mark-up or
mark-down or premium paid for guaranteed delivery) incurred or reasonably
anticipated in connection with the purchase of Deliverable Securities or sale
of Receivable Securities, calculated on the assumption that the aggregate
thereof is the least that could reasonably be expected to be paid in order to
carry out the transaction.
11.4 If between the Termination Date and the Default Valuation Time:
(a) the Non-Defaulting Party has sold, in the case of Receivable Securities, or
purchased, in the case of Deliverable Securities, securities which form part of
the same issue and are of an identical type and description as those Equivalent
Securities or that Equivalent Collateral, (and regardless as to whether or not
such sales or purchases have settled) the Non-Defaulting Party may elect to
treat as the Default Market Value:
(i) in the case of Receivable Securities, the net proceeds of such sale
after deducting all Transaction Costs; provided that, where the
securities sold are not identical in amount to the Equivalent Securities
or Equivalent Collateral, the Non-Defaulting Party may, acting in
good faith, either (A) elect to treat such net proceeds of sale divided
by the amount of securities sold and multiplied by the amount of the
Equivalent Securities or Equivalent Collateral as the Default Market
Value or (B) elect to treat such net proceeds of sale of the Equivalent
Securities or Equivalent Collateral actually sold as the Default Market
Value of that proportion of the Equivalent Securities or Equivalent
Collateral, and, in the case of (B), the Default Market Value of the
balance of the Equivalent Securities or Equivalent Collateral shall be
determined separately in accordance with the provisions of this
paragraph 11.4; or
(ii) in the case of Deliverable Securities, the aggregate cost of such
purchase, including all Transaction Costs; provided that, where the
securities purchased are not identical in amount to the Equivalent
Securities or Equivalent Collateral, the Non-Defaulting Party may,
acting in good faith, either (A) elect to treat such aggregate cost
divided by the amount of securities purchased and multiplied by the
amount of the Equivalent Securities or Equivalent Collateral as the
Default Market Value or (B) elect to treat the aggregate cost of
purchasing the Equivalent Securities or Equivalent Collateral actually
purchased as the Default Market Value of that proportion of the
Equivalent Securities or Equivalent Collateral, and, in the case of (B),
the Default Market Value of the balance of the Equivalent Securities
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or Equivalent Collateral shall be determined separately in accordance
with the provisions of this paragraph 11.4;
(b) the Non-Defaulting Party has received, in the case of Deliverable Securities,
offer quotations or, in the case of Receivable Securities, bid quotations in
respect of securities of the relevant description from two or more market
makers or regular dealers in the Appropriate Market in a commercially
reasonable size (as determined by the Non-Defaulting Party) the Non-
Defaulting Party may elect to treat as the Default Market Value of the
relevant Equivalent Securities or Equivalent Collateral:
(i) the price quoted (or where more than one price is so quoted, the
arithmetic mean of the prices so quoted) by each of them for, in the
case of Deliverable Securities, the sale by the relevant market marker
or dealer of such securities or, in the case of Receivable Securities,
the purchase by the relevant market maker or dealer of such
securities, provided that such price or prices quoted may be adjusted
in a commercially reasonable manner by the Non-Defaulting Party to
reflect accrued but unpaid coupons not reflected in the price or prices
quoted in respect of such Securities;
(ii) after deducting, in the case of Receivable Securities or adding in the
case of Deliverable Securities the Transaction Costs which would be
incurred or reasonably anticipated in connection with such
transaction.
11.5 If, acting in good faith, either (A) the Non-Defaulting Party has endeavoured but been
unable to sell or purchase securities in accordance with paragraph 11.4(a) above or to
obtain quotations in accordance with paragraph 11.4(b) above (or both) or (B) the
Non-Defaulting Party has determined that it would not be commercially reasonable to
sell or purchase securities at the prices bid or offered or to obtain such quotations, or
that it would not be commercially reasonable to use any quotations which it has
obtained under paragraph 11.4(b) above the Non-Defaulting Party may determine the
Net Value of the relevant Equivalent Securities or Equivalent Collateral (which shall
be specified) and the Non-Defaulting Party may elect to treat such Net Value as the
Default Market Value of the relevant Equivalent Securities or Equivalent Collateral.
11.6 To the extent that the Non-Defaulting Party has not determined the Default Market
Value in accordance with paragraph 11.4, the Default Market Value of the relevant
Equivalent Securities or Equivalent Collateral shall be an amount equal to their Net
Value at the Default Valuation Time; provided that, if at the Default Valuation Time
the Non-Defaulting Party reasonably determines that, owing to circumstances
affecting the market in the Equivalent Securities or Equivalent Collateral in question,
it is not reasonably practicable for the Non-Defaulting Party to determine a Net Value
of such Equivalent Securities or Equivalent Collateral which is commercially
reasonable (by reason of lack of tradable prices or otherwise), the Default Market
Value of such Equivalent Securities or Equivalent Collateral shall be an amount equal
to their Net Value as determined by the Non-Defaulting Party as soon as reasonably
practicable after the Default Valuation Time.
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Other costs, expenses and interest payable in consequence of an Event of Default
11.7 The Defaulting Party shall be liable to the Non-Defaulting Party for the amount of all
reasonable legal and other professional expenses incurred by the Non-Defaulting
Party in connection with or as a consequence of an Event of Default, together with
interest thereon at such rate as is agreed by the Parties and specified in paragraph 10
of the Schedule or, failing such agreement, the overnight London Inter Bank Offered
Rate as quoted on a reputable financial information service (LIBOR) as at 11.00 a.m.,
London time, on the date on which it is to be determined or, in the case of an expense
attributable to a particular transaction and, where the Parties have previously agreed a
rate of interest for the transaction, that rate of interest if it is greater than LIBOR.
Interest will accrue daily on a compound basis.
Set-off
11.8 Any amount payable to one Party (the Payee) by the other Party (the Payer) under
paragraph 11.2(b) may, at the option of the Non-Defaulting Party, be reduced by its
set-off against any amount payable (whether at such time or in the future or upon the
occurrence of a contingency) by the Payee to the Payer (irrespective of the currency,
place of payment or booking office of the obligation) under any other agreement
between the Payee and the Payer or instrument or undertaking issued or executed by
one Party to, or in favour of, the other Party. If an obligation is unascertained, the
Non-Defaulting Party may in good faith estimate that obligation and set off in respect
of the estimate, subject to accounting to the other Party when the obligation is
ascertained. Nothing in this paragraph shall be effective to create a charge or other
security interest. This paragraph shall be without prejudice and in addition to any
right of set-off, combination of accounts, lien or other right to which any Party is at
any time otherwise entitled (whether by operation of law, contract or otherwise).
12. TAXES
Withholding, gross-up and provision of information
12.1 All payments under this Agreement shall 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.
12.2 Except as otherwise agreed, if the paying Party is so required to deduct or withhold,
then that Party (Payer) shall:
(a) promptly notify the other Party (Recipient) of such requirement;
(b) pay or otherwise account for the full amount required to be deducted or
withheld to the relevant authority;
(c) upon written demand of Recipient, forward to Recipient documentation
reasonably acceptable to Recipient, evidencing such payment to such
authorities; and
(d) other than in respect of any payment made by Lender to Borrower under
paragraph 6.3, pay to Recipient, in addition to the payment to which
Recipient is otherwise entitled under this Agreement, such additional amount
as is necessary to ensure that the amount actually received by Recipient (after
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taking account of such withholding or deduction) will equal the amount
Recipient would have received had no such deduction or withholding been
required; provided Payer will not be required to pay any additional amount to
Recipient under this sub-paragraph (d) to the extent it would not be required
to be paid but for the failure by Recipient to comply with or perform any
obligation under paragraph 12.3.
12.3 Each Party agrees that it will upon written demand of the other Party deliver to such
other Party (or to any government or other taxing authority as such other Party
directs), any form or document and provide such other cooperation or assistance as
may (in either case) reasonably be required in order to allow such other Party to make
a payment under this Agreement 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, or the
provision of such cooperation or assistance, would not materially prejudice the legal
or commercial position of the Party in receipt of such demand). Any such form or
document shall be accurate and completed in a manner reasonably satisfactory to
such other Party and shall be executed and delivered with any reasonably required
certification by such date as is agreed between the Parties or, failing such agreement,
as soon as reasonably practicable.
Stamp Tax
12.4 Unless otherwise agreed, Borrower hereby undertakes promptly to pay and account
for any Stamp Tax chargeable in connection with any transaction effected pursuant to
or contemplated by this Agreement (other than any Stamp Tax that would not be
chargeable but for Lender’s failure to comply with its obligations under this
Agreement).
12.5 Borrower shall indemnify and keep indemnified Lender against any liability arising
as a result of Borrower’s failure to comply with its obligations under paragraph 12.4.
Sales Tax
12.6 All sums payable by one Party to another under this Agreement are exclusive of any
Sales Tax chargeable on any supply to which such sums relate and an amount equal
to such Sales Tax shall in each case be paid by the Party making such payment on
receipt of an appropriate Sales Tax invoice.
Retrospective changes in law
12.7 Unless otherwise agreed, amounts payable by one Party to another under this
Agreement shall be determined by reference to Applicable Law as at the date of the
relevant payment and no adjustment shall be made to amounts paid under this
Agreement as a result of:
(a) any retrospective change in Applicable Law which is announced or enacted
after the date of the relevant payment; or
(b) any decision of a court of competent jurisdiction which is made after the date
of the relevant payment (other than where such decision results from an
action taken with respect to this Agreement or amounts paid or payable under
this Agreement).
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13. LENDER’S WARRANTIES
Each Party hereby warrants and undertakes to the other on a continuing basis to the
intent that such warranties shall survive the completion of any transaction
contemplated herein that, where acting as a Lender:
(a) it is duly authorised and empowered to perform its duties and obligations
under this Agreement;
(b) it is not restricted under the terms of its constitution or in any other manner
from lending Securities in accordance with this Agreement or from otherwise
performing its obligations hereunder;
(c) it is absolutely entitled to pass full legal and beneficial ownership of all
Securities provided by it hereunder to Borrower free from all liens, charges
and encumbrances; and
(d) it is acting as principal in respect of this Agreement, other than in respect of
an Agency Loan.
14. BORROWER’S WARRANTIES
Each Party hereby warrants and undertakes to the other on a continuing basis to the
intent that such warranties shall survive the completion of any transaction
contemplated herein that, where acting as a Borrower:
(a) it has all necessary licences and approvals, and is duly authorised and
empowered, to perform its duties and obligations under this Agreement and
will do nothing prejudicial to the continuation of such authorisation, licences
or approvals;
(b) it is not restricted under the terms of its constitution or in any other manner
from borrowing Securities in accordance with this Agreement or from
otherwise performing its obligations hereunder;
(c) it is absolutely entitled to pass full legal and beneficial ownership of all
Collateral provided by it hereunder to Lender free from all liens, charges and
encumbrances;
(d) it is acting as principal in respect of this Agreement; and
(e) it is not entering into a Loan for the primary purpose of obtaining or
exercising voting rights in respect of the Loaned Securities.
15. INTEREST ON OUTSTANDING PAYMENTS
In the event of either Party failing to remit sums in accordance with this Agreement
such Party hereby undertakes to pay to the other Party upon demand interest (before
as well as after judgment) on the net balance due and outstanding, for the period
commencing on and inclusive of the original due date for payment to (but excluding)
the date of actual payment, in the same currency as the principal sum and at the rate
referred to in paragraph 11.7. Interest will accrue daily on a compound basis and will
be calculated according to the actual number of days elapsed. No interest shall be
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payable under this paragraph in respect of any day on which one Party endeavours to
make a payment to the other Party but the other Party is unable to receive it.
16. TERMINATION OF THIS AGREEMENT
Each Party shall have the right to terminate this Agreement by giving not less than
15 Business Days’ notice in writing to the other Party (which notice shall specify the
date of termination) subject to an obligation to ensure that all Loans which have been
entered into but not discharged at the time such notice is given are duly discharged in
accordance with this Agreement.
17. SINGLE AGREEMENT
Each Party acknowledges that, and has entered into this Agreement and will enter
into each Loan in consideration of and in reliance upon the fact that, all Loans
constitute a single business and contractual relationship and are made in consideration
of each other. Accordingly, each Party agrees:
(a) to perform all of its obligations in respect of each Loan, and that a default in
the performance of any such obligations shall constitute a default by it in
respect of all Loans, subject always to the other provisions of the Agreement;
and
(b) that payments, deliveries and other transfers made by either of them in respect
of any Loan shall be deemed to have been made in consideration of payments,
deliveries and other transfers in respect of any other Loan.
18. SEVERANCE
If any provision of this Agreement is declared by any judicial or other competent
authority to be void or otherwise unenforceable, that provision shall be severed from
the Agreement and the remaining provisions of this Agreement shall remain in full
force and effect. The Agreement shall, however, thereafter be amended by the Parties
in such reasonable manner so as to achieve as far as possible, without illegality, the
intention of the Parties with respect to that severed provision.
19. SPECIFIC PERFORMANCE
Each Party agrees that in relation to legal proceedings it will not seek specific
performance of the other Party’s obligation to deliver Securities, Equivalent
Securities, Collateral or Equivalent Collateral but without prejudice to any other
rights it may have.
20. NOTICES
20.1 Any notice or other communication in respect of this Agreement may be given in any
manner set forth below to the address or number or in accordance with the electronic
messaging system details set out in paragraph 6 of the Schedule and will be deemed
effective as indicated:
(a) if in writing and delivered in person or by courier, on the date it is delivered;
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(b) if sent by facsimile transmission, on the date that transmission is received by
a responsible employee of the recipient in legible form (it being agreed that
the burden of proving receipt will be on the sender and will not be met by a
transmission report generated by the sender’s facsimile machine);
(c) if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is
attempted; or
(d) if sent by electronic messaging system, on the date that electronic message is
received,
unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is
not a Business Day or that communication is delivered (or attempted) or received, as
applicable, after the Close of Business on a Business Day, in which case that
communication shall be deemed given and effective on the first following day that is
a Business Day.
20.2 Either Party may by notice to the other change the address or facsimile number or
electronic messaging system details at which notices or other communications are to
be given to it.
21. ASSIGNMENT
21.1 Subject to paragraph 21.2, neither Party may charge, assign or otherwise deal with all
or any of its rights or obligations hereunder without the prior consent of the other
Party.
21.2 Paragraph 21.1 shall not preclude a party from charging, assigning or otherwise
dealing with all or any part of its interest in any sum payable to it under paragraph
11.2(b)
or 11.7.
22. NON-WAIVER
No failure or delay by either Party (whether by course of conduct or otherwise) to
exercise any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise of any right, power or privilege preclude any other
or further exercise thereof or the exercise of any other right, power or privilege as
herein provided.
23. GOVERNING LAW AND J
URISDICTION
23.1 This Agreement and any non-contractual obligations arising out of or in connection
with this Agreement shall be governed by, and shall be construed in accordance with,
English law.
23.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action
or proceedings, and to settle any disputes or any non-contractual obligation which
may arise out of or in connection with this Agreement (respectively, Proceedings and
Disputes) and, for these purposes, each Party irrevocably submits to the jurisdiction
of the courts of England.
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23.3 Each Party irrevocably waives any objection which it might at any time have to the
courts of England being nominated as the forum to hear and decide any Proceedings
and to settle any Disputes and agrees not to claim that the courts of England are not a
convenient or appropriate forum.
23.4 Each Party hereby respectively appoints the person identified in paragraph 7
of the
Schedule pertaining to the relevant Party as its agent to receive on its behalf service
of process in the courts of England. If such an agent ceases to be an agent of a Party,
the relevant Party shall promptly appoint, and notify the other Party of the identity of
its new agent in England.
24. TIME
Time shall be of the essence of the Agreement.
25. RECORDING
The Parties agree that each may record all telephone conversations between them.
26. WAIVER OF IMMUNITY
Each Party hereby waives all immunity (whether on the basis of sovereignty or
otherwise) from jurisdiction, attachment (both before and after judgement) and
execution to which it might otherwise be entitled in any action or proceeding in the
courts of England or of any other country or jurisdiction relating in any way to this
Agreement and agrees that it will not raise, claim or cause to be pleaded any such
immunity at or in respect of any such action or proceeding.
27. MISCELLANEOUS
27.1 This Agreement constitutes the entire agreement and understanding of the Parties
with respect to its subject matter and supersedes all oral communication and prior
writings with respect thereto.
27.2 The Party (the Relevant Party) who has prepared the text of this Agreement for
execution (as indicated in paragraph 9 of the Schedule) warrants and undertakes to
the other Party that such text conforms exactly to the text of the standard form Global
Master Securities Lending Agreement (2010 version) posted by the International
Securities Lending Association on its website except as notified by the Relevant Party
to the other Party in writing prior to the execution of this Agreement.
27.3 Unless otherwise provided for in this Agreement, no amendment in respect of this
Agreement will be effective unless in writing (including a writing evidenced by a
facsimile transmission) and executed by each of the Parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.
27.4 The Parties agree that where paragraph 11 of the Schedule indicates that this
paragraph 27.4 applies, this Agreement shall apply to all loans which are outstanding
as at the date of this Agreement and which are subject to the securities lending
agreement or agreements specified in paragraph 11 of the Schedule, and such Loans
shall be treated as if they had been entered into under this Agreement, and the terms
of such loans are amended accordingly with effect from the date of this Agreement.
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27.5 The Parties agree that where paragraph 12 of the Schedule indicates that this
paragraph 27.5 applies, each may use the services of a third party vendor to automate
the processing of Loans under this Agreement and that any data relating to such
Loans received from the other Party may be disclosed to such third party vendors.
27.6 The obligations of the Parties under this Agreement will survive the termination of
any Loan.
27.7 The warranties contained in paragraphs 13, 14 and 27.2 and in the Agency Annex
will survive termination of this Agreement for so long as any obligations of either of
the Parties pursuant to this Agreement remain outstanding.
27.8 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.
27.9 This Agreement (and each amendment in respect of it) may be executed and delivered
in counterparts (including by facsimile transmission), each of which will be deemed
an original.
27.10 A person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, but this
does not affect any right or remedy of a third party which exists or is available apart
from that Act.
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EXECUTED by the PARTIES
SIGNED
by )
)
duly authorised for and )
on behalf of )
SIGNED
by )
)
duly authorised for and )
on behalf of )
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SCHEDULE
1. CO
LLATERAL
1.1 The securities, financial instruments and deposits of currency set out in the table
below with a cross marked next to them are acceptable forms of Collateral under this
Agreement.
1.2 Unless otherwise agreed between the Parties, the Market Value of the Collateral
delivered pursuant to paragraph 5 by Borrower to Lender under the terms and
conditions of this Agreement shall on each Business Day represent not less than the
Market Value of the Loaned Securities together with the percentage contained in the
row of the table below corresponding to the particular form of Collateral, referred to
in this Agreement as the Margin.
Security/Financial Instrument/
Deposit of Currency
Mark “X” if acceptable form of
Collateral
Margin
(%)

1.3 Basis of Margin Maintenance:
Paragraph 5.4 (aggregation) shall not apply
*

Paragraph 5.4 (aggregation) applies unless the box is ticked.
1.4 Paragraph 5.6 (netting of obligations to deliver
Collateral and redeliver Equivalent Collateral) shall not apply
*

Paragraph 5.6 (netting) applies unless the box is ticked
1.5 For the purposes of Paragraph 5.8, Notification Time means by , London time.
1.6 Paragraph 6.4 (indemnity for failure to redeliver
Equivalent Non-Cash Collateral) shall not apply
*

Paragraph 6.4 (indemnity for failure to redeliver Equivalent Non-Cash Collateral)
applies unless the box is ticked.

*
Delete as appropriate.
*
Delete as appropriate.
*
Delete as appropriate.
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2. BASE CURRENCY
The Base Currency applicable to this Agreement is provided that if that
currency ceases to be freely convertible the Base Currency shall be [US Dollars]
[Euro] [specify other currency]*
3. PLACES OF BUSINESS
(See definition of Business Day.)
4. MARKET VALUE
(See definition of Market Value.)
5. EVENTS OF DEFAULT
Automatic Early Termination shall apply in respect of Party A
Automatic Early Termination shall apply in respect of Party B
6. DESIGNATED OFFICE AND ADDRESS FOR NOTICES
(a) Designated office of Party A:
Address for notices or communications to Party A:
Address:
Attention:
Facsimile No:
Telephone No:
Electronic Messaging System Details:
(b) Designated office of Party B:
Address for notices or communications to Party B:
Address:
Attention:
Facsimile No:
Telephone No:
Electronic Messaging System Details:
7. (a) Agent of Party A for Service of Process
Name:
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Address:
(b) Agent of Party B for Service of Process
Name:
Address:
8. AGENCY
– Party A [may][will always]* act as agent
– Party B [may][will always]* act as agent
– The Addendum for Pooled Principal Transactions
may apply to Party A
– The Addendum for Pooled Principal Transactions
may apply to Party B

9. PARTY PREPARING THIS AGREEMENT
Party A
Party B
10. DEFAULT INTEREST
Rate of default interest:
11. EXISTING LOANS
Paragraph 27.4 applies
*

[Overseas Securities Lenders Agreement dated ]*
[Global Master Securities Lending Agreements dated ]*
12. AUTOMATION
Paragraph 27.5
applies
*

*
Delete as appropriate.

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AGENCY ANNEX
1. TRANSACTIONS ENTERED INTO AS AGENT
1.1 Power for Lender to enter into Loans as agent
Subject to the following provisions of this paragraph, Lender may enter into Loans as
agent (in such capacity, the Agent) for a third person (a Principal), whether as
custodian or investment manager or otherwise (a Loan so entered into being referred
to in this paragraph as an Agency Loan).
If the Lender has indicated in paragraph 8 of the Schedule that it may act as Agent, it
must identify each Loan in respect of which it acts as Agent as an Agency Loan at the
time it is entered into. If the Lender has indicated in paragraph 8
of the Schedule that
it will always act as Agent, it need not identify each Loan as an Agency Loan.
1.2 [Pooled Principal transactions
The Lender may enter into an Agency Loan on behalf of more than [one] Principal
and accordingly the addendum hereto for pooled principal transactions shall apply.]
*

1.3 Conditions for Agency Loan
A Lender may enter into an Agency Loan if, but only if:
(a) it provides to Borrower, prior to effecting any Agency Loan, such information in its
possession necessary to complete all required fields in the format generally used in
the industry, or as otherwise agreed by Agent and Borrower (Agreed Format), and
will use its best efforts to provide to Borrower any optional information that may be
requested by the Borrower for the purpose of identifying such Principal (all such
information being the Principal Information). Agent represents and warrants that the
Principal Information is true and accurate to the best of its knowledge and has been
provided to it by Principal;
(b) it enters into that Loan on behalf of a single Principal whose identity is disclosed to
Borrower (whether by name or by reference to a code or identifier which the Parties
have agreed will be used to refer to a specified Principal) either at the time when it
enters into the Loan or before the Close of Business on the next Business Day after
the date on which Loaned Securities are transferred to the Borrower in the Agreed
Format or as otherwise agreed between the Parties; and
(c) it has at the time when the Loan is entered into actual authority to enter into the Loan
and to perform on behalf of that Principal all of that Principal’s obligations under the
agreement referred to in paragraph 1.5(b) below.
Agent agrees that it will not effect any Loan with Borrower on behalf of any Principal
unless Borrower has notified Agent of Borrower's approval of such Principal, and has
not notified Agent that it has withdrawn such approval (such Principal, an Approved
Principal), with both such notifications in the Agreed Format.

*
Delete as appropriate.
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Borrower acknowledges that Agent shall not have any obligation to provide it with
confidential information regarding the financial status of its Principals; Agent agrees,
however, that it will assist Borrower in obtaining from Agent’s Principals such
information regarding the financial status of such Principals as Borrower may
reasonably request.
1.4 Notification by Agent of certain events affecting any Principal
Agent undertakes that, if it enters as agent into an Agency Loan, forthwith upon
becoming aware:
(a) of any event which constitutes an Act of Insolvency with respect to the relevant
Principal; or
(b) of any breach of any of the warranties given in paragraph 1.6 below or of any event
or circumstance which results in any such warranty being untrue if repeated by
reference to the then current facts,
it will inform Borrower of that fact and will, if so required by Borrower, furnish it
with such additional information as it may reasonably request to the extent that such
information is readily obtainable by Agent.
1.5 Status of Agency Loan
(a) Each Agency Loan shall be a transaction between the relevant Principal and Borrower
and no person other than the relevant Principal and Borrower shall be a party to or
have any rights or obligations under an Agency Loan. Without limiting the foregoing,
Agent shall not be liable as principal for the performance of an Agency Loan, but this
is without prejudice to any liability of Agent under any other provision of this Annex;
and
(b) all the provisions of the Agreement shall apply separately as between Borrower and
each Principal for whom the Agent has entered into an Agency Loan or Agency
Loans as if each such Principal were a party to a separate agreement with Borrower in
all respects identical with this Agreement other than this Annex and as if the Principal
were Lender in respect of that agreement; provided that
(i) if there occurs in relation to the Agent an Event of Default or an event which
would constitute an Event of Default if Borrower served written notice under
any sub-clause of paragraph 10 of the Agreement, Borrower shall be entitled
by giving written notice to the Principal (which notice shall be validly given
if given in accordance with paragraph 20 of the Agreement) to declare that by
reason of that event an Event of Default is to be treated as occurring in
relation to the Principal. If Borrower gives such a notice then an Event of
Default shall be treated as occurring in relation to the Principal at the time
when the notice is deemed to be given; and
(ii) if the Principal is neither incorporated in nor has established a place of
business in Great Britain, the Principal shall for the purposes of the
agreement referred to in paragraph 1.5(b) above be deemed to have appointed
as its agent to receive on its behalf service of process in the courts of England
the Agent, or if the Agent is neither incorporated nor has established a place
of business in Great Britain, the person appointed by the Agent for the
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purposes of this Agreement, or such other person as the Principal may from
time to time specify in a written notice given to the other Party.
If Lender has indicated in paragraph 6 of the Schedule that it may enter into Loans as
agent, the foregoing provisions of this paragraph do not affect the operation of the
Agreement as between Borrower and Lender in respect of any Loans into which
Lender may enter on its own account as principal.
1.6 Warranty of authority by Lender acting as Agent
Agent warrants to Borrower that it will, on every occasion on which it enters or
purports to enter into a Loan as an Agency Loan, have been duly authorised to enter
into that Loan and perform the obligations arising under such Loan on behalf of the
Principal in respect of that Loan and to perform on behalf of the Principal all the
obligations of that person under the agreement referred to in paragraph 1.5(b) above.
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ADDENDUM FOR POOLED PRINCIPAL AGENCY LOANS
1. SCOPE
This addendum applies where the Agent wishes to enter into an Agency Loan on behalf of
more than one Principal. The Agency Annex shall apply to such a Loan subject to the
modifications and additional terms and conditions contained in paragraph 2 to 7 below.
2. INTERPRETATION
2.1 In this addendum:
(a) Collateral Transfer has the meaning given in paragraph 5.1 below;
(b) if at any time on any Business Day the aggregate Market Value of Posted Collateral
in respect of all Agency Loans outstanding with a Principal under the Agreement
exceeds the aggregate of the Required Collateral Value in respect of such Agency
Loans, Borrower has a Net Loan Exposure to that Principal equal to that excess; if at
any time on any Business Day the aggregate Market Value of Posted Collateral in
respect of all Agency Loans outstanding under the Agreement with a Principal falls
below the aggregate of the Required Collateral Value in respect of such Agency
Loans, that Principal has a Net Loan Exposure to Borrower for such Agency Loans
equal to that deficiency;
(c) Pooled Principal has the meaning given in paragraph 6(a) below; and
(d) Pooled Loan has the meaning given in paragraph 6(a) below.
3. MODIFICATIONS TO THE AGENCY ANNEX
3.1 Paragraph 1.3(b) of the Agency Annex is deleted and replaced by the following:
“it enters into that Loan on behalf of one or more Principals and at or before the time
when it enters into the Loan it discloses to Borrower the identity and the jurisdiction
of incorporation, organisation or establishment of each such Principal (and such
disclosure may be made either directly or by reference to a code or identifier which
the Parties have agreed will be used to refer to a specified Principal);”.
3.2 Paragraph 1.3(c) of the Agency Annex is deleted and replaced by the following:
“it has at the time when the Loan is entered into actual authority to enter into the
Loan on behalf of each Principal and to perform on behalf of each Principal all of that
Principal’s obligations under the Agreement”.
4. ALLOCATION OF AGENCY LOANS
4.1 The Agent undertakes that if, at the time of entering into an Agency Loan, the Agent
has not allocated the Loan to a Principal, it will allocate the Loan before the Settlement Date
for that Agency Loan either to a single Principal or to several Principals, each of whom shall
be responsible for only that part of the Agency Loan which has been allocated to it. Promptly
following such allocation, the Agent shall notify Borrower of the Principal or Principals
(whether by name or reference to a code or identifier which the Parties have agreed will be
used to refer to a specified Principal) to which that Loan or part of that Loan has been
allocated.
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4.2 Upon allocation of a Loan in accordance with paragraph 4.1 above or otherwise, with
effect from the date on which the Loan was entered into:
(a) where the allocation is to a single Principal, the Loan shall be deemed to have been
entered into between Borrower and that Principal; and
(b) where the allocation is to two or more Principals, a separate Loan shall be deemed to
have been entered into between Borrower and each such Principal with respect to the
appropriate proportion of the Loan.
4.3 If the Agent shall fail to perform its obligations under paragraph 4.2 above then for
the purposes of assessing any damage suffered by Borrower (but for no other purpose) it shall
be assumed that, if the Loan concerned (to the extent not allocated) had been allocated in
accordance with that paragraph, all the terms of the Loan would have been duly performed.
5. ALLOCATION OF COLLATERAL
5.1 Unless the Agent expressly allocates (a) a deposit or delivery of Posted Collateral or
(b) a repayment of Cash Collateral or a redelivery of Equivalent Collateral (each a Collateral
Transfer) before such time, the Agent shall, at the time of making or receiving that Collateral
Transfer, be deemed to have allocated any Collateral Transfer in accordance with
paragraph 6.3 below.
5.2 (a) If the Agent has made a Collateral Transfer on behalf of more than one Pooled
Principal, that Collateral Transfer shall be allocated in proportion to Borrower’s Net
Loan Exposure in respect of each Pooled Principal at the Agent’s close of business on
the Business Day before the Collateral Transfer is made; and
(b) if the Agent has received a Collateral Transfer on behalf of more than one Pooled
Principal, that Collateral Transfer shall be allocated in proportion to each Pooled
Principal’s Net Loan Exposure in respect of Borrower at the Agent’s close of
business on the Business Day before the Collateral Transfer is made.
(c) Sub-paragraphs
(a) and (b) shall not apply in respect of any Collateral Transfer which
is effected or deemed to have been effected under paragraph 6.3 below.
6. POOLED PRINCIPALS: REBALANCING OF MARGIN
6.1 Where the Agent acts on behalf of more than one Principal, the Parties may agree
that, as regards all (but not some only) outstanding Agency Loans with those Principals, or
with such of those Principals as they may agree (Pooled Principals, such Agency Loans being
Pooled Loans), any Collateral Transfers are to be made on an aggregate net basis.
6.2 Paragraphs 6.3 to 6.5 below shall have effect for the purpose of ensuring that Posted
Collateral is, so far as is practicable, transferred and held uniformly, as between the respective
Pooled Principals, in respect of all Pooled Loans for the time being outstanding under the
Agreement.
6.3 At or as soon as practicable after the Agent’s close of business on each Business Day
on which Pooled Loans are outstanding (or at such other times as the Parties may from time to
time agree) there shall be effected such Collateral Transfers as shall ensure that immediately
thereafter:
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(a) in respect of all Pooled Principals which have a Net Loan Exposure to Borrower, the
amount of Collateral then deliverable or Cash Collateral then payable by Borrower to
each such Pooled Principal is equal to such proportion of the aggregate amount of
Collateral then deliverable or Cash Collateral then payable, to all such Pooled
Principals as corresponds to the proportion which the Net Loan Exposure of the
relevant Pooled Principal bears to the aggregate of the Net Loan Exposures of all
Pooled Principals to Borrower; and
(b) in respect of all Pooled Principals to which Borrower has a Net Loan Exposure, the
aggregate amount of Equivalent Collateral then deliverable or repayable by each such
Pooled Principal to Borrower is equal to such proportion of the aggregate amount of
Equivalent Collateral then deliverable or repayable by all such Pooled Principals as
corresponds to the proportion which the Net Loan Exposure of Borrower to the
relevant Pooled Principal bears to the aggregate of the Net Loan Exposures of
Borrower to all Pooled Principals.
6.4 Collateral Transfers effected under paragraph 6.3 shall be effected (and if not so
effected shall be deemed to have been so effected) by appropriations made by the Agent and
shall be reflected by entries in accounting and other records maintained by the Agent.
Accordingly, it shall not be necessary for payments of cash or deliveries of Securities to be
made through any settlement system for the purpose of such Collateral Transfers. Without
limiting the generality of the foregoing, the Agent is hereby authorised and instructed by
Borrower to do all such things on behalf of Borrower as may be necessary or expedient to
effect and record the receipt on behalf of Borrower of cash and Securities from, and the
delivery on behalf of Borrower of cash and Securities to, Pooled Principals in the course or
for the purposes of any Collateral Transfer effected under that paragraph.
6.5 Promptly following the Collateral Transfers effected under paragraph 6.3 above, and
as at the Agent’s close of business on any Business Day, the Agent shall prepare a statement
showing in respect of each Pooled Principal the amount of cash Collateral which has been
paid, and the amount of non-cash Collateral of each description which have been transferred,
by or to that Pooled Principal immediately after those Collateral Transfers. If Borrower so
requests, the Agent shall deliver to Borrower a copy of the statement so prepared in a format
and to a timetable generally used in the market.
7. WARRANTIES
7.1 The Agent warrants to Borrower that:
(a) all notifications provided to Borrower under paragraph 4.1 above and all statements
provided to the other party under paragraph 6.5 above shall be complete and accurate
in all material respects;
(b) at the time of allocating an Agency Loan in accordance with paragraph 4.1 above,
each Principal or Principals to whom the Agent has allocated that Agency Loan or
any part of that Agency Loan is duly authorised to enter into the Agency Loans
contemplated by this Agreement and to perform its obligations thereunder; and
(c) at the time of allocating an Agency Loan in accordance with paragraph 4.1 above, no
Event of Default or event which would constitute an Event of Default with the service
of a Default Notice or other written notice under paragraph 14 of the Agreement has
occurred in relation to any Principal or Principals to whom the Agent has allocated
that Agency Loan or any part of that Agency Loan.
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2017 Master Securities Loan Agreement1

Master Securities

Loan Agreement

2017 Version

Dated as of:

Between:

and

1. Applicability.

From time to time the parties hereto may enter into transactions in which one party (“Lender”)
will lend to the other party (“Borrower”) certain Securities (as defined herein) against a transfer
of Collateral (as defined herein). Each such transaction shall be referred to herein as a “Loan”
and, unless otherwise agreed in writing, shall be governed by this Agreement, including any
supplemental terms or conditions contained in an Annex or Schedule hereto and in any other
annexes identified herein or therein as applicable hereunder. Capitalized terms not otherwise
defined herein shall have the meanings provided in Section 25.

2. Loans of Securities.

2.1 Subject to the terms and conditions of this Agreement, Borrower or Lender may, from
time to time, seek to initiate a transaction in which Lender will lend Securities to
Borrower. Borrower and Lender shall agree on the terms of each Loan (which terms may
be amended during the Loan), including the issuer of the Securities, the amount of
Securities to be lent, the basis of compensation, the amount of Collateral to be transferred
by Borrower, and any additional terms. Such agreement shall be confirmed (a) by a
schedule and receipt listing the Loaned Securities provided by Borrower to Lender in
accordance with Section 3.2, (b) through any system that compares Loans and in which
Borrower and Lender are participants, or (c) in such other manner as may be agreed by
Borrower and Lender in writing. Such confirmation (the “Confirmation”), together with
the Agreement, shall constitute conclusive evidence of the terms agreed between Borrower
and Lender with respect to the Loan to which the Confirmation relates, unless
with respect to the Confirmation specific objection is made promptly after receipt thereof.
In the event of any inconsistency between the terms of such Confirmation and this
Agreement, this Agreement shall prevail unless each party has executed such
Confirmation.

2.2 Notwithstanding any other provision in this Agreement regarding when a Loan
commences, unless otherwise agreed, a Loan hereunder shall not occur until the Loaned
Securities and the Collateral therefor have been transferred in accordance with
Section 15.
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22017 Master Securities Loan Agreement

3. Transfer of Loaned Securities.

3.1 Unless otherwise agreed, Lender shall transfer Loaned Securities to Borrower hereunder
on or before the Cutoff Time on the date agreed to by Borrower and Lender for the
commencement of the Loan.

3.2 Unless otherwise agreed, Borrower shall provide Lender, for each Loan in which Lender
is a Customer, with a schedule and receipt listing the Loaned Securities. Such schedule
and receipt may consist of (a) a schedule provided to Borrower by Lender and executed
and returned by Borrower when the Loaned Securities are received, (b) in the case of
Securities transferred through a Clearing Organization which provides transferors with a
notice evidencing such transfer, such notice, or (c) a confirmation or other document
provided to Lender by Borrower.

3.3 Notwithstanding any other provision in this Agreement, the parties hereto agree that they
intend the Loans hereunder to be loans of Securities. If, however, any Loan is deemed to
be a loan of money by Borrower to Lender, then Borrower shall have, and Lender shall
be deemed to have granted, a security interest in the Loaned Securities and the proceeds
thereof.

4. Collateral.

4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the
Loaned Securities to Borrower, but in no case later than the Close of Business on the day
of such transfer, transfer to Lender Collateral with a Market Value at least equal to the
Margin Percentage of the Market Value of the Loaned Securities.

4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall
be security for Borrower’s obligations in respect of such Loan and for any other
obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to,
and grants Lender a continuing first priority security interest in, and a lien upon, the
Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to
Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower
to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall
have all the rights and remedies of a secured party under the UCC. It is understood that
Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that
(unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder,
segregate Collateral from all securities or other assets in its possession. Lender may
Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default
by Borrower. Segregation of Collateral may be accomplished by appropriate
identification on the books and records of Lender if it is a “securities intermediary”
within the meaning of the UCC.

4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on
the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer
the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff
Time on such day or, if such day is not a day on which a transfer of such Collateral may
be effected under Section 15, the next day on which such a transfer may be effected.

4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does
not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to
the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and
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2017 Master Securities Loan Agreement3

Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall
have the absolute right to the return of the Loaned Securities.

4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors,
including industry practice, the type of Collateral to be substituted, and the applicable
method of transfer), substitute Collateral for Collateral securing any Loan or Loans;
provided, however, that such substituted Collateral shall (a) consist only of cash, securities
or other property that Borrower and Lender agreed would be acceptable Collateral prior to
the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of
such substituted Collateral, together with all other Collateral for Loans
in which the party substituting such Collateral is acting as Borrower, shall equal or
exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities.

4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations
hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension
of the expiration of such letter of credit, (b) replace such letter of credit by providing
Lender with a substitute letter of credit in an amount at least equal to the amount of the
letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as
may be acceptable to Lender.

5. Fees for Loan.

5.1 Unless otherwise agreed, (a) Borrower agrees to pay Lender a loan fee (a “Loan Fee”) (or,
in the event the Loan Fee is less than zero, Lender agrees to pay Borrower the Loan
Fee), computed daily on each Loan to the extent such Loan is secured by Collateral other
than cash, based on the aggregate Market Value of the Loaned Securities on the day for
which such Loan Fee is being computed, and (b) Lender agrees to pay Borrower a fee or
rebate (a “Cash Collateral Fee”) (or, in the event the cash Collateral fee is less than zero,
Borrower agrees to pay Lender Cash Collateral Fee) on Collateral consisting of cash,
computed daily based on the amount of cash held by Lender as Collateral, in the case of
each of the Loan Fee and the Cash Collateral Fee at such rates as Borrower and Lender
may agree. Except as Borrower and Lender may otherwise agree (in the event that cash
Collateral is transferred by clearing house funds or otherwise), Loan Fees shall accrue
from and including the date on which the Loaned Securities are transferred to Borrower
to, but excluding, the date on which such Loaned Securities are returned to Lender, and
Cash Collateral Fees shall accrue from and including the date on which the cash Collateral
is transferred to Lender to, but excluding, the date on which such cash Collateral is
returned to Borrower.

5.2 Unless otherwise agreed, any Loan Fee or Cash Collateral Fee payable hereunder shall be
payable:

(a) in the case of any Loan of Securities other than Government Securities, upon the
earlier of (i) the fifteenth day of the month following the calendar month in which
such fee was incurred and (ii) the termination of all Loans hereunder (or, if a
transfer of cash in accordance with Section 15 may not be effected on such
fifteenth day or the day of such termination, as the case may be, the next day on
which such a transfer may be effected); and

(b) in the case of any Loan of Government Securities, upon the termination of such
Loan and at such other times, if any, as may be customary in accordance with
market practice.
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42017 Master Securities Loan Agreement

Notwithstanding the foregoing, all Loan Fees shall be payable by Borrower immediately
in the event of a Default hereunder by Borrower and all Cash Collateral Fees shall be
payable immediately by Lender in the event of a Default by Lender.

6. Termination of the Loan.

6.1 (a) Unless otherwise agreed, either party may terminate a Loan on a termination date
established by notice given to the other party prior to the Close of Business on a
Business Day. Unless Borrower and Lender agree to the contrary, the termination
date established by a termination notice shall be a date no earlier than the standard
settlement date that would apply to a purchase or sale of the Loaned Securities in
the principal market of such Loaned Securities (in the case of a notice given by
Lender) or the non- cash Collateral securing the Loan in the principal market of
such non-cash Collateral (in the case of a notice given by Borrower) entered into
at the time of such notice.

(b)

Notwithstanding paragraph (a) and unless otherwise agreed, Borrower may
terminate a Loan on any Business Day by giving notice to Lender and transferring
the Loaned Securities to Lender before the Cutoff Time on such Business Day if (i)
the Collateral for such Loan consists of cash or Government Securities or (ii)
Lender is not permitted, pursuant to Section 4.2, to Retransfer Collateral.

6.2 Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination
date of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon
such transfer by Borrower, Lender shall transfer the Collateral (as adjusted pursuant to
Section 9) to Borrower in accordance with Section 4.3.

7. Righ

7.1
ts in Respect of Loaned Securities and Collateral.

Except as set forth in Sections 8.1 and 8.2 and as otherwise agreed by Borrower and

Lender, until Loaned Securities are required to be redelivered to Lender upon termination
of a Loan hereunder, Borrower shall have all of the incidents of ownership of the Loaned
Securities, including the right to transfer the Loaned Securities to others. Lender hereby
waives the right to vote, or to provide any consent or to take any similar action with
respect to, the Loaned Securities in the event that the record date or deadline for such
vote, consent or other action falls during the term of the Loan.

7.2

Except as set forth in Sections 8.3 and 8.4 and as otherwise agreed by Borrower and
Lender, if Lender may, pursuant to Section 4.2, Retransfer Collateral, Borrower hereby
waives the right to vote, or to provide any consent or take any similar action with respect
to, any such Collateral in the event that the record date or deadline for such vote, consent
or other action falls during the term of a Loan and such Collateral is not required to be
returned to Borrower pursuant to Section 4.5 or Section 9.

8. Distributions.

8.1 Lender shall be entitled to receive all Distributions made on or in respect of the Loaned
Securities which are not otherwise received by Lender, to the full extent it would be so
entitled if the Loaned Securities had not been lent to Borrower.
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2017 Master Securities Loan Agreement5

8.2 Any cash Distributions made on or in respect of the Loaned Securities, which Lender is
entitled to receive pursuant to Section 8.1, shall be paid by the transfer of cash to Lender
by Borrower, on the date any such Distribution is paid, in an amount equal to such cash
Distribution, so long as Lender is not in Default at the time of such payment. Non-cash
Distributions that Lender is entitled to receive pursuant to Section 8.1 shall be added to
the Loaned Securities on the date of distribution and shall be considered such for all
purposes, except that if the Loan has terminated, Borrower shall forthwith transfer the
same to Lender.

8.3 Borrower shall be entitled to receive all Distributions made on or in respect of non-cash
Collateral which are not otherwise received by Borrower, to the full extent it would be so
entitled if the Collateral had not been transferred to Lender.

8.4 Any cash Distributions made on or in respect of such Collateral, which Borrower is
entitled to receive pursuant to Section 8.3, shall be paid by the transfer of cash to
Borrower by Lender, on the date any such Distribution is paid, in an amount equal to
such cash Distribution, so long as Borrower is not in Default at the time of such payment.
Non-cash Distributions that Borrower is entitled to receive pursuant to Section 8.3 shall
be added to the Collateral on the date of distribution and shall be considered such for all
purposes, except that if each Loan secured by such Collateral has terminated, Lender
shall forthwith transfer the same to Borrower.

8.5 Unless otherwise agreed by the parties:

(a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect
to cash Distributions on Loaned Securities under Sections 8.1 and 8.2 (“Securities
Distributions”), or (ii) Lender is required to make a payment (a “Lender Payment”)
with respect to cash Distributions on Collateral under Sections 8.3 and 8.4
(“Collateral Distributions”), and (iii) Borrower or Lender, as the case may be
(“Payor”), shall be required by law to collect any withholding or other tax, duty,
fee, levy or charge required to be deducted or withheld from such Borrower
Payment or Lender Payment (“Tax”), then Payor shall (subject to subsections (b)
and (c) below), pay such additional amounts as may be necessary in order that the
net amount of the Borrower Payment or Lender Payment received by the Lender or
Borrower, as the case may be (“Payee”), after payment of such Tax equals the net
amount of the Securities Distribution or Collateral Distribution that would have
been received if such Securities Distribution or Collateral Distribution had been
paid directly to the Payee.

(b) No additional amounts shall be payable to a Payee under subsection (a) above to
the extent that Tax would have been imposed on a Securities Distribution or
Collateral Distribution paid directly to the Payee.

(c) No additional amounts shall be payable to a Payee under subsection (a) above to
the extent that such Payee is entitled to an exemption from, or reduction in the rate
of, Tax on a Borrower Payment or Lender Payment subject to the provision of a
certificate or other documentation, but has failed timely to provide such certificate
or other documentation.

(d) Each party hereto shall be deemed to represent that, as of the commencement of
any Loan hereunder, no Tax would be imposed on any cash Distribution paid to it
with respect to (i) Loaned Securities subject to a Loan in which it is acting as
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62017 Master Securities Loan Agreement

Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such
party has given notice to the contrary to the other party hereto (which notice shall
specify the rate at which such Tax would be imposed). Each party agrees to notify
the other of any change that occurs during the term of a Loan in the rate of any Tax
that would be imposed on any such cash Distributions payable to it.

8.6 To the extent that, under the provisions of Sections 8.1 through 8.5, (a) a transfer of cash
or other property by Borrower would give rise to a Margin Excess or (b) a transfer of
cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender
(as the case may be) shall not be obligated to make such transfer of cash or other property
in accordance with such Sections, but shall in lieu of such transfer immediately credit the
amounts that would have been transferable under such Sections to the account of Lender
or Borrower (as the case may be).

9. Mark to Market.

9.1 If Lender is a Customer, Borrower shall daily mark to market any Loan hereunder and in
the event that at the Close of Trading on any Business Day the Market Value of the
Collateral for any Loan to Borrower shall be less than 100% of the Market Value of all
the outstanding Loaned Securities subject to such Loan, Borrower shall transfer
additional Collateral no later than the Close of Business on the next Business Day so that
the Market Value of such additional Collateral, when added to the Market Value of the
other Collateral for such Loan, shall equal 100% of the Market Value of the Loaned
Securities.

9.2 In addition to any rights of Lender under Section 9.1, if at any time the aggregate Market
Value of all Collateral for Loans by Lender shall be less than the Margin Percentage of the
Market Value of all the outstanding Loaned Securities subject to such Loans (a “Margin
Deficit”), Lender may, by notice to Borrower, demand that Borrower transfer to Lender
additional Collateral so that the Market Value of such additional Collateral, when added
to the Market Value of all other Collateral for such Loans, shall equal or exceed
the Margin Percentage of the Market Value of the Loaned Securities.

9.3 Subject to Borrower’s obligations under Section 9.1, if at any time the Market Value of
all Collateral for Loans to Borrower shall be greater than the Margin Percentage of the
Market Value of all the outstanding Loaned Securities subject to such Loans (a “Margin
Excess”), Borrower may, by notice to Lender, demand that Lender transfer to Borrower
such amount of the Collateral selected by Borrower so that the Market Value of the
Collateral for such Loans, after deduction of such amounts, shall thereupon not exceed
the Margin Percentage of the Market Value of the Loaned Securities.

9.4 Borrower and Lender may agree, with respect to one or more Loans hereunder, to mark
the values to market pursuant to Sections 9.2 and 9.3 by separately valuing the Loaned
Securities lent and the Collateral given in respect thereof on a Loan-by-Loan basis.

9.5 Borrower and Lender may agree, with respect to any or all Loans hereunder, that the
respective rights of Lender and Borrower under Sections 9.2 and 9.3 may be exercised
only where a Margin Excess or Margin Deficit exceeds a specified dollar amount or a
specified percentage of the Market Value of the Loaned Securities under such Loans
(which amount or percentage shall be agreed to by Borrower and Lender prior to entering
into any such Loans).
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9.6 If any notice is given by Borrower or Lender under Sections 9.2 or 9.3 at or before the
Margin Notice Deadline on any day on which a transfer of Collateral may be effected in
accordance with Section 15, the party receiving such notice shall transfer Collateral as
provided in such Section no later than the Close of Business on such day. If any such
notice is given after the Margin Notice Deadline, the party receiving such notice shall
transfer such Collateral no later than the Close of Business on the next Business Day
following the day of such notice.

10. Representations.

The parties to this Agreement hereby make the following representations and warranties, which
shall continue during the term of any Loan hereunder:

10.1 Each party hereto represents and warrants that (a) it has the power to execute and deliver
this Agreement, to enter into the Loans contemplated hereby and to perform its
obligations hereunder, (b) it has taken all necessary action to authorize such execution,
delivery and performance, and (c) this Agreement constitutes a legal, valid and binding
obligation enforceable against it in accordance with its terms.

10.2 Each party hereto represents and warrants that it has not relied on the other for any tax or
accounting advice concerning this Agreement and that it has made its own determination
as to the tax and accounting treatment of any Loan and any dividends, remuneration or
other funds received hereunder.

10.3 Each party hereto represents and warrants that it is acting for its own account unless it
expressly specifies otherwise in writing and complies with Section 11.1(b).

10.4 Borrower represents and warrants that it has, or will have at the time of transfer of any
Collateral, the right to grant a first priority security interest therein subject to the terms
and conditions hereof.

10.5 (a) Borrower represents and warrants that it (or the person to whom it relends the
Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity
Securities for the purpose of making delivery of such Loaned Securities in the case
of short sales, failure to receive securities required to be delivered, or as otherwise
permitted pursuant to Regulation T as in effect from time to time.

(b) Borrower and Lender may agree, as provided in Section 24.2, that Borrower shall
not be deemed to have made the representation or warranty in subsection (a) with
respect to any Loan. By entering into any such agreement, Lender shall be deemed
to have represented and warranted to Borrower (which representation and warranty
shall be deemed to be repeated on each day during the term of the Loan) that
Lender is either (i) an “exempted borrower” within the meaning of Regulation T or
(ii) a member of a national securities exchange or a broker or dealer registered with
the U.S. Securities and Exchange Commission that is entering into such Loan to
finance its activities as a market maker or an underwriter.

10.6 Lender represents and warrants that it has, or will have at the time of transfer of any
Loaned Securities, the right to transfer the Loaned Securities subject to the terms and
conditions hereof.
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11. Covenants.

11.1 Each party agrees either (a) to be liable as principal with respect to its obligations
hereunder or (b) to execute and comply fully with the provisions of Annex I (the terms
and conditions of which Annex are incorporated herein and made a part hereof).

11.2 Promptly upon (and in any event within seven (7) Business Days after) demand by
Lender, Borrower shall furnish Lender with Borrower’s most recent publicly-available
financial statements and any other financial statements mutually agreed upon by
Borrower and Lender. Unless otherwise agreed, if Borrower is subject to the
requirements of Rule 17a-5(c) under the Exchange Act, it may satisfy the requirements of
this Section by furnishing Lender with its most recent statement required to be furnished
to customers pursuant to such Rule.

12. Events of Default.

All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed
to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated
immediately upon the occurrence of any one or more of the following events (individually, a
“Default”):

12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan
as required by Section 6;

12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as
required by Sections 4.3 and 6;

12.3 if either party shall fail to transfer Collateral as required by Section 9;

12.4 if either party (a) shall fail to transfer to the other party amounts in respect of
Distributions required to be transferred by Section 8, (b) shall have been notified of such
failure by the other party prior to the Close of Business on any day, and (c) shall not have
cured such failure by the Cutoff Time on the next day after such Close of Business on
which a transfer of cash may be effected in accordance with Section 15;

12.5 if an Act of Insolvency occurs with respect to either party;

12.6 if any representation made by either party in respect of this Agreement or any Loan or
Loans hereunder shall be incorrect or untrue in any material respect during the term of
any Loan hereunder;

12.7 if either party notifies the other of its inability to or its intention not to perform its
obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations
hereunder; or

12.8 if either party (a) shall fail to perform any material obligation under this Agreement not
specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the
payment of fees as required by Section 5, and the payment of transfer taxes as required
by Section 14, (b) shall have been notified of such failure by the other party prior to the
Close of Business on any day, and (c) shall not have cured such failure by the Cutoff
Time on the next day after such Close of Business on which a transfer of cash may be
effected in accordance with Section 15.
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The non-defaulting party shall (except upon the occurrence of an Act of Insolvency) give notice
as promptly as practicable to the defaulting party of the exercise of its option to terminate all
Loans hereunder pursuant to this Section 12.

13. Remedies.

13.1 Upon the occurrence of a Default under Section 12 entitling Lender to terminate all Loans
hereunder, Lender shall have the right, in addition to any other remedies provided herein,
(which, upon the occurrence of an Act of Insolvency, may be exercised following the
termination of any applicable stay) (a) to purchase a like amount of Loaned Securities
(“Replacement Securities”) in the principal market for such Loaned Securities in a
commercially reasonable manner, (b) to sell any Collateral in the principal market for such
Collateral in a commercially reasonable manner and (c) to apply and set off the Collateral
and any proceeds thereof (including any amounts drawn under a letter of credit supporting
any Loan) against the payment of the purchase price for such Replacement Securities and
any amounts due to Lender under Sections 5, 8, 14 and 16. In the event that Lender shall
exercise such rights, Borrower’s obligation to return a like amount of the Loaned Securities
shall terminate. Lender may similarly apply the Collateral and any proceeds thereof to any
other obligation of Borrower under this Agreement, including Borrower’s obligations with
respect to Distributions paid to Borrower (and not forwarded to Lender) in respect of
Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus
all other amounts, if any, due to Lender hereunder) exceeds (ii) the amount of the
Collateral, Borrower shall be liable to Lender for the amount of such excess together with
interest thereon at a rate equal to (A) in the case of purchases of Foreign Securities, LIBOR,
(B) in the case of purchases of any other Securities (or other amounts, if any, due to Lender
hereunder), the Federal Funds Rate or (C) such other rate as may be specified in Schedule
B, in each case as such rate fluctuates from day to day, from the date of such purchase until
the date of payment of such excess. As security for Borrower’s obligation to pay such
excess, Lender shall have, and Borrower hereby grants, a security interest in any property of
Borrower then held by or for Lender and a right of setoff with respect to such property and
any other amount payable by Lender to Borrower. The purchase price of Replacement
Securities purchased under this Section 13.1 shall include, and the proceeds of any sale of
Collateral shall be determined after deduction of, broker’s fees and commissions and all
other reasonable costs, fees and expenses related to such purchase or sale (as the case may
be). In the event Lender exercises its rights under this Section 13.1, Lender may elect in its
sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling
all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of
Replacement Securities or sale of Collateral
for an amount equal to the price therefor on the date of such exercise obtained from a
generally recognized source or the last bid quotation from such a source at the most
recent Close of Trading. Subject to Section 18, upon the satisfaction of all obligations
hereunder, any remaining Collateral shall be returned to Borrower.

13.2 Upon the occurrence of a Default under Section 12 entitling Borrower to terminate all
Loans hereunder, Borrower shall have the right, in addition to any other remedies provided
herein, (which, upon the occurrence of an Act of Insolvency, may be exercised following
the termination of any applicable stay), (a) to purchase a like amount of Collateral
(“Replacement Collateral”) in the principal market for such Collateral in a commercially
reasonable manner, (b) to sell a like amount of the Loaned Securities in the principal market
for such Loaned Securities in a commercially reasonable manner and (c) to apply and set
off the Loaned Securities and any proceeds thereof against (i) the payment of the purchase
price for such Replacement Collateral, (ii) Lender’s obligation to return any cash or other
Collateral, and (iii) any amounts due to Borrower under Sections 5, 8 and 16. In such event,
Borrower may treat the Loaned Securities as its own and Lender’s obligation to return a like
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amount of the Collateral shall terminate; provided, however, that Lender shall immediately
return any letters of credit supporting any Loan upon the exercise or deemed exercise by
Borrower of its termination rights under Section 12. Borrower may similarly apply the
Loaned Securities and any proceeds thereof to any other obligation of Lender under this
Agreement, including Lender’s obligations with respect to Distributions paid to Lender (and
not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price
received from such Loaned Securities is less than (ii) the purchase price of Replacement
Collateral (plus the amount of any cash or other Collateral not replaced by Borrower and all
other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for
the amount of any such deficiency, together with interest on such amounts at a rate equal to
(A) in the case of Collateral consisting of Foreign Securities, LIBOR, (B) in the case of
Collateral consisting of any other Securities (or other amounts due, if any, to Borrower
hereunder), the Federal Funds Rate or (C) such other rate as may be specified in Schedule
B, in each case as such rate fluctuates from day to day, from the date of such sale until the
date of payment of such deficiency. As security for Lender’s obligation to pay such
deficiency, Borrower shall have, and Lender hereby grants, a security interest in any
property of Lender then held by or for Borrower and a right of setoff with respect to such
property and any other amount payable by Borrower to Lender. The purchase price of any
Replacement Collateral purchased under this Section 13.2 shall include, and the proceeds of
any sale of Loaned Securities shall be determined after deduction of, broker’s fees and
commissions and all other reasonable costs, fees and expenses related to such purchase or
sale (as the case may be). In the event Borrower exercises its rights under this Section 13.2,
Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the
Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to
have made, respectively, such purchase of Replacement Collateral or sale of Loaned
Securities for an amount equal to the price therefor on the date of such exercise obtained
from a generally recognized source or the last bid quotation from such a source at the most
recent Close of Trading. Subject to Section 18, upon the satisfaction of all Lender’s
obligations hereunder, any remaining Loaned Securities (or remaining cash proceeds
thereof) shall be returned to Lender.

13.3 Unless otherwise agreed, the parties acknowledge and agree that (a) the Loaned Securities
and any Collateral consisting of Securities are of a type traded in a recognized market, (b) in
the absence of a generally recognized source for prices or bid or offer quotations for any
security, the non-defaulting party may establish the source therefor in its sole discretion, and
(c) all prices and bid and offer quotations shall be increased to include accrued interest to the
extent not already included therein (except to the extent contrary to market practice with
respect to the relevant Securities).

13.4 In addition to its rights hereunder, the non-defaulting party shall have any rights otherwise
available to it under any other agreement or applicable law.

14. Transfer Taxes.

All transfer taxes with respect to the transfer of the Loaned Securities by Lender to Borrower and
by Borrower to Lender upon termination of the Loan and with respect to the transfer of Collateral
by Borrower to Lender and by Lender to Borrower upon termination of the Loan or pursuant to
Section 4.5 or Section 9 shall be paid by Borrower.
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15. Transfers.

15.1 All transfers by either Borrower or Lender of Loaned Securities or Collateral consisting
of “financial assets” (within the meaning of the UCC) hereunder shall be by (a) in the
case of certificated securities, physical delivery of certificates representing such securities
together with duly executed stock and bond transfer powers, as the case may be, with
signatures guaranteed by a bank or a member firm of the New York Stock Exchange,
Inc., (b) registration of an uncertificated security in the transferee’s name by the issuer of
such uncertificated security, (c) the crediting by a Clearing Organization of such financial
assets to the transferee’s “securities account” (within the meaning of the UCC)
maintained with such Clearing Organization, or (d) such other means as Borrower and
Lender may agree.

15.2 All transfers of cash hereunder shall be by (a) wire transfer in immediately available,
freely transferable funds or (b) such other means as Borrower and Lender may agree.

15.3 All transfers of letters of credit from Borrower to Lender shall be made by physical
delivery to Lender of an irrevocable letter of credit issued by a “bank” as defined in
Section 3(a)(6)(A)-(C) of the Exchange Act. Transfers of letters of credit from Lender to
Borrower shall be made by causing such letters of credit to be returned or by causing the
amount of such letters of credit to be reduced to the amount required after such transfer.

15.4 A transfer of Securities, cash or letters of credit may be effected under this Section 15 on
any day except (a) a day on which the transferee is closed for business at its address set
forth in Schedule A hereto or (b) a day on which a Clearing Organization or wire transfer
system is closed, if the facilities of such Clearing Organization or wire transfer system
are required to effect such transfer.

15.5 For the avoidance of doubt, the parties agree and acknowledge that the term “securities,”
as used herein (except in this Section 15), shall include any “security entitlements” with
respect to such securities (within the meaning of the UCC). In every transfer of
“financial assets” (within the meaning of the UCC) hereunder, the transferor shall take all
steps necessary (a) to effect a delivery to the transferee under Section 8-301 of the UCC,
or to cause the creation of a security entitlement in favor of the transferee under Section
8-501 of the UCC, (b) to enable the transferee to obtain “control” (within the meaning of
Section 8-106 of the UCC), and (c) to provide the transferee with comparable rights under
any applicable foreign law or regulation.

16. Contractual Currency.

16.1 Borrower and Lender agree that (a) any payment in respect of a Distribution under
Section 8 shall be made in the currency in which the underlying Distribution of cash was
made, (b) any return of cash shall be made in the currency in which the underlying
transfer of cash was made, and (c) any other payment of cash in connection with a Loan
under this Agreement shall be in the currency agreed upon by Borrower and Lender in
connection with such Loan (the currency established under clause (a), (b) or (c)
hereinafter referred to as the “Contractual Currency”). Notwithstanding the foregoing,
the payee of any such payment may, at its option, accept tender thereof in any other
currency; provided, however, that, to the extent permitted by applicable law, the
obligation of the payor to make such payment will be discharged only to the extent of the
amount of Contractual Currency that such payee may, consistent with normal banking
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procedures, purchase with such other currency (after deduction of any premium and costs
of exchange) on the banking day next succeeding its receipt of such currency.

16.2 If for any reason the amount in the Contractual Currency received under Section 16.1,
including amounts received after conversion of any recovery under any judgment or order
expressed in a currency other than the Contractual Currency, falls short of the amount in
the Contractual Currency due in respect of this Agreement, the party required to make the
payment will (unless a Default has occurred and such party is the non-defaulting party) as
a separate and independent obligation and 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.

16.3 If for any reason the amount in the Contractual Currency received under Section 16.1
exceeds the amount in the Contractual Currency due in respect of this Agreement, then
the party receiving the payment will (unless a Default has occurred and such party is the
non-defaulting party) refund promptly the amount of such excess.

17. ERISA.

Lender shall, if any of the Securities transferred to the Borrower hereunder for any Loan have
been or shall be obtained, directly or indirectly, from or using the assets of any Plan, so notify
Borrower in writing upon the execution of this Agreement or upon initiation of such Loan under
Section 2.1. If Lender so notifies Borrower, then Borrower and Lender shall conduct the Loan in
accordance with the terms and conditions of Department of Labor Prohibited Transaction
Exemption 2006-16 (71 Fed. Reg. 63786, Oct 31, 2006), or any successor thereto (unless
Borrower and Lender have agreed prior to entering into a Loan that such Loan will be conducted
in reliance on another exemption, or without relying on any exemption, from the prohibited
transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974,
as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended). Without
limiting the foregoing and notwithstanding any other provision of this Agreement, if the Loan
will be conducted in accordance with Prohibited Transaction Exemption 2006-16, then:

17.1 Borrower represents and warrants to Lender that it is either (a) a bank subject to federal
or state supervision, (b) a broker-dealer registered under the Exchange Act or (c) exempt
from registration under Section 15(a)(1) of the Exchange Act as a dealer in Government
Securities.

17.2 Borrower represents and warrants that, during the term of any Loan hereunder, neither
Borrower nor any affiliate of Borrower has any discretionary authority or control with
respect to the investment of the assets of the Plan involved in the Loan or renders
investment advice (within the meaning of 29 C.F.R. Section 2510.3-21(c)) with respect to
the assets of the Plan involved in the Loan. Lender agrees that, prior to or at the
commencement of any Loan hereunder, it will communicate to Borrower information
regarding the Plan sufficient to identify to Borrower any person or persons that have
discretionary authority or control with respect to the investment of the assets of the Plan
involved in the Loan or that render investment advice (as defined in the preceding
sentence) with respect to the assets of the Plan involved in the Loan. In the event Lender
fails to communicate and keep current during the term of any Loan such information,
Lender rather than Borrower shall be deemed to have made the representation and
warranty in the first sentence of this Section 17.2.
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17.3 Borrower shall mark to market daily each Loan hereunder pursuant to Section 9.1 as is
required if Lender is a Customer.

17.4 Borrower and Lender agree that:

(a) the term “Collateral” shall mean cash, securities issued or guaranteed by the United
States government or its agencies or instrumentalities, or irrevocable bank letters of
credit issued by a person other than Borrower or an affiliate thereof;

(b) prior to the making of any Loans hereunder, Borrower shall provide Lender with (i)
the most recent available audited statement of Borrower’s financial condition and
(ii) the most recent available unaudited statement of Borrower’s financial condition
(if more recent than the most recent audited statement), and each Loan made
hereunder shall be deemed a representation by Borrower that there has been no
material adverse change in Borrower’s financial condition subsequent to the date of
the latest financial statements or information furnished in accordance herewith;

(c) the Loan may be terminated by Lender at any time, whereupon Borrower shall
deliver the Loaned Securities to Lender within the lesser of (i) the customary
delivery period for such Loaned Securities, (ii) five Business Days, and (iii) the
time negotiated for such delivery between Borrower and Lender; provided,
however, that Borrower and Lender may agree to a longer period only if permitted
by Prohibited Transaction Exemption 2006-16; and

(d) the Collateral transferred shall be security only for obligations of Borrower to the
Plan with respect to Loans, and shall not be security for any obligation of Borrower
to any agent or affiliate of the Plan.

18. Single Agreement.

Borrower and Lender acknowledge that, and have entered into this Agreement in reliance on the
fact that, all Loans hereunder constitute a single business and contractual relationship and have
been entered into in consideration of each other. Accordingly, Borrower and Lender hereby agree
that payments, deliveries and other transfers made by either of them in respect of any Loan shall be
deemed to have been made in consideration of payments, deliveries and other transfers in respect
of any other Loan hereunder, and the obligations to make any such payments, deliveries and other
transfers may be applied against each other and netted. In addition, Borrower and Lender
acknowledge that, and have entered into this Agreement in reliance on the fact that, all Loans
hereunder have been entered into in consideration of each other. Accordingly, Borrower and
Lender hereby agree that (a) each shall perform all of its obligations in respect of each Loan
hereunder, and that a default in the performance of any such obligation by Borrower or by Lender
(the “Defaulting Party”) in any Loan hereunder shall constitute a default by the Defaulting Party
under all such Loans hereunder, and (b) the non-defaulting party shall be entitled to set off claims
and apply property held by it in respect of any Loan hereunder against obligations owing to it in
respect of any other Loan with the Defaulting Party.

19. APPLICABLE LAW.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
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20. Waiver.

The failure of a party to this Agreement to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Agreement. All
waivers in respect of a Default must be in writing.

21. Survival of Remedies.

All remedies hereunder and all obligations with respect to any Loan shall survive the termination
of the relevant Loan, return of Loaned Securities or Collateral and termination of this Agreement.

22. Notices and Other Communications.

Any and all notices, statements, demands or other communications hereunder may be given by a
party to the other by telephone, mail, facsimile, e-mail, electronic message, telegraph, messenger
or otherwise to the individuals and at the facsimile numbers and addresses specified with respect
to it in Schedule A hereto, or sent to such party at any other place specified in a notice of change
of number or address hereafter received by the other party. Any notice, statement, demand or
other communication hereunder will be deemed effective on the day and at the time on which it is
received or, if not received, on the day and at the time on which its delivery was in good faith
attempted; provided, however, that any notice by a party to the other party by telephone shall be
deemed effective only if (a) such notice is followed by written confirmation thereof and (b) at
least one of the other means of providing notice that are specifically listed above has previously
been attempted in good faith by the notifying party.

23. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

23.1 EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A)
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND
ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE
PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE
ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS
AGREEMENT OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON
ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.

23.2 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT
IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

24. Miscellaneous.

24.1 Except as otherwise agreed by the parties, this Agreement supersedes any other
agreement between the parties hereto concerning loans of Securities between Borrower
and Lender. This Agreement shall not be assigned by either party without the prior
written consent of the other party and any attempted assignment without such consent
shall be null and void. Subject to the foregoing, this Agreement shall be binding upon
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and shall inure to the benefit of Borrower and Lender and their respective heirs,
representatives, successors and assigns. This Agreement may be terminated by either
party upon notice to the other, subject only to fulfillment of any obligations then
outstanding. This Agreement shall not be modified, except by an instrument in writing
signed by the party against whom enforcement is sought. The parties hereto
acknowledge and agree that, in connection with this Agreement and each Loan
hereunder, time is of the essence. Each provision and agreement herein shall be treated
as separate and independent from any other provision herein and shall be enforceable
notwithstanding the unenforceability of any such other provision or agreement.

24.2 Any agreement between Borrower and Lender pursuant to Section 10.5(b) or Section
25.37 shall be made (a) in writing, (b) orally, if confirmed promptly in writing or through
any system that compares Loans and in which Borrower and Lender are participants, or
(c) in such other manner as may be agreed by Borrower and Lender in writing.

25. Definitions.

For the purposes hereof:

25.1 “Act of Insolvency” shall mean, with respect to any party, (a) the commencement by such
party as debtor of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such
party’s seeking the appointment or election of a receiver, conservator, trustee, custodian
or similar official for such party or any substantial part of its property, or the convening of
any meeting of creditors for purposes of commencing any such case or proceeding or
seeking such an appointment or election, (b) the commencement of any such case or
proceeding against such party, or another seeking such an appointment or election, or the
filing against a party of an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (i) is consented to or not timely
contested by such party, (ii) results in the entry of an order for relief, such an appointment
or election, the issuance of such a protective decree or the entry of an order having a
similar effect, or (iii) is not dismissed within 15 days, (c) the making by such party of a
general assignment for the benefit of creditors, or (d) the admission in writing by such
party of such party’s inability to pay such party’s debts as they become due.

25.2 “Bankruptcy Code” shall have the meaning assigned in Section 26.1

25.3 “Borrower” shall have the meaning assigned in Section 1.

25.4 “Borrower Payment” shall have the meaning assigned in Section 8.5(a).

25.5 “Broker-Dealer” shall mean any person that is a broker (including a municipal securities
broker), dealer, municipal securities dealer, government securities broker or government
securities dealer as defined in the Exchange Act, regardless of whether the activities of
such person are conducted in the United States or otherwise require such person to
register with the U.S. Securities and Exchange Commission or other regulatory body.

25.6 “Business Day” shall mean, with respect to any Loan hereunder, a day on which regular
trading occurs in the principal market for the Loaned Securities subject to such Loan,
provided, however, that for purposes of determining the Market Value of any Securities
hereunder, such term shall mean a day on which regular trading occurs in the principal
market for the Securities whose value is being determined. Notwithstanding the
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foregoing, (a) for purposes of Section 9, “Business Day” shall mean any day on which
regular trading occurs in the principal market for any Loaned Securities or for any
Collateral consisting of Securities under any outstanding Loan hereunder and “next
Business Day” shall mean the next day on which a transfer of Collateral may be effected
in accordance with Section 15, and (b) in no event shall a Saturday or Sunday be
considered a Business Day.

25.7 “Cash Collateral Fee” shall have the meaning assigned in Section 5.1.

25.8 “Clearing Organization” shall mean (a) The Depository Trust Company, or, if agreed to
by Borrower and Lender, such other “securities intermediary” (within the meaning of the
UCC) at which Borrower (or Borrower’s agent) and Lender (or Lender’s agent) maintain
accounts, or (b) a Federal Reserve Bank, to the extent that it maintains a book-entry
system.

25.9 “Close of Business” shall mean the time established by the parties in Schedule B or
otherwise orally or in writing or, in the absence of any such agreement, as shall be
determined in accordance with market practice.

25.10 “Close of Trading” shall mean, with respect to any Security, the end of the primary
trading session established by the principal market for such Security on a Business Day,
unless otherwise agreed by the parties.

25.11 “Collateral” shall mean, whether now owned or hereafter acquired and to the extent
permitted by applicable law, (a) any property which Borrower and Lender agree prior to
the Loan shall be acceptable collateral and which is transferred to Lender pursuant to
Sections 4 or 9 (including as collateral, for definitional purposes, any letters of credit
mutually acceptable to Lender and Borrower), (b) any property substituted therefor
pursuant to Section 4.5, (c) all accounts in which such property is deposited and all
securities and the like in which any cash collateral is invested or reinvested, and (d) any
proceeds of any of the foregoing; provided, however, that if Lender is a Customer,
“Collateral” shall (subject to Section 17.4(a), if applicable) be limited to cash, U.S.
Treasury bills and notes, an irrevocable letter of credit issued by a “bank” (as defined in
Section 3(a)(6)(A)-(C) of the Exchange Act), and any other property permitted to serve as
collateral securing a loan of securities under Rule 15c3-3 under the Exchange Act or any
comparable regulation of the Secretary of the Treasury under Section 15C of the
Exchange Act (to the extent that Borrower is subject to such Rule or comparable
regulation) pursuant to exemptive, interpretive or no-action relief or otherwise. If any
new or different Security shall be exchanged for any Collateral by recapitalization,
merger, consolidation or other corporate action, such new or different Security shall,
effective upon such exchange, be deemed to become Collateral in substitution for the
former Collateral for which such exchange is made. For purposes of return of Collateral
by Lender or purchase or sale of Securities pursuant to Section 13, such term shall
include Securities of the same issuer, class and quantity as the Collateral initially
transferred by Borrower to Lender, as adjusted pursuant to the preceding sentence.

25.12 “Collateral Distributions” shall have the meaning assigned in Section 8.5(a).

25.13 “Confirmation” shall have the meaning assigned in Section 2.1.

25.14 “Contractual Currency” shall have the meaning assigned in Section 16.1.
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25.15 “Customer” shall mean any person that is a customer of Borrower under Rule 15c3-3
under the Exchange Act or any comparable regulation of the Secretary of the Treasury
under Section 15C of the Exchange Act (to the extent that Borrower is subject to such
Rule or comparable regulation).

25.16 “Cutoff Time” shall mean a time on a Business Day by which a transfer of cash,
securities or other property must be made by Borrower or Lender to the other, as shall be
agreed by Borrower and Lender in Schedule B or otherwise orally or in writing or, in the
absence of any such agreement, as shall be determined in accordance with market
practice.

25.17 “Default” shall have the meaning assigned in Section 12.

25.18 “Defaulting Party” shall have the meaning assigned in Section 18.

25.19 “Distribution” shall mean, with respect to any Security at any time, any distribution made
on or in respect of such Security, including, but not limited to: (a) cash and all other
property, (b) stock dividends, (c) Securities received as a result of split ups of such
Security and distributions in respect thereof, (d) interest payments, (e) all rights to
purchase additional Securities, and (f) any cash or other consideration paid or provided
by the issuer of such Security in exchange for any vote, consent or the taking of any
similar action in respect of such Security (regardless of whether the record date for such
vote, consent or other action falls during the term of the Loan). In the event that the
holder of a Security is entitled to elect the type of distribution to be received from two or
more alternatives, such election shall be made by Lender, in the case of a Distribution in
respect of the Loaned Securities, and by Borrower, in the case of a Distribution in respect
of Collateral.

25.20 “Equity Security” shall mean any security (as defined in the Exchange Act) other than a
“nonequity security,” as defined in Regulation T.

25.21 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

25.22 “Extension Deadline” shall mean, with respect to a letter of credit, the Cutoff Time on the
Business Day preceding the day on which the letter of credit expires.

25.23 “FDIA” shall have the meaning assigned in Section 26.4.

25.24 “FDICIA” shall have the meaning assigned in Section 26.5.

25.25 “Federal Funds Rate” shall mean the rate of interest (expressed as an annual rate), as
published in Federal Reserve Statistical Release H.15(519) or any publication substituted
therefor, charged for federal funds (dollars in immediately available funds borrowed by
banks on an overnight unsecured basis) on that day or, if that day is not a banking day in
New York City, on the next preceding banking day.

25.26 “Foreign Securities” shall mean, unless otherwise agreed, Securities that are principally
cleared and settled outside the United States.

25.27 “Government Securities” shall mean government securities as defined in Section
3(a)(42)(A)-(C) of the Exchange Act.

25.28 “Lender” shall have the meaning assigned in Section 1.
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25.29 “Lender Payment” shall have the meaning assigned in Section 8.5(a).

25.30 “LIBOR” shall mean for any date, the offered rate for deposits in U.S. dollars for a period
of three months which appears on the Reuters Screen LIBO page as of 11:00 a.m.,
London time, on such date (or, if at least two such rates appear, the arithmetic mean of
such rates).

25.31 “Loan” shall have the meaning assigned in Section 1.

25.32 “Loan Fee” shall have the meaning assigned in Section 5.1.

25.33 “Loaned Security” shall mean any Security transferred in a Loan hereunder until such
Security (or an identical Security) is transferred back to Lender hereunder, except that, if
any new or different Security shall be exchanged for any Loaned Security by
recapitalization, merger, consolidation or other corporate action, such new or different
Security shall, effective upon such exchange, be deemed to become a Loaned Security in
substitution for the former Loaned Security for which such exchange is made. For
purposes of return of Loaned Securities by Borrower or purchase or sale of Securities
pursuant to Section 13, such term shall include Securities of the same issuer, class and
quantity as the Loaned Securities, as adjusted pursuant to the preceding sentence.

25.34 “Margin Deficit” shall have the meaning assigned in Section 9.2.

25.35 “Margin Excess” shall have the meaning assigned in Section 9.3.

25.36 “Margin Notice Deadline” shall mean the time agreed to by the parties in the relevant
Confirmation, Schedule B hereto or otherwise as the deadline for giving notice requiring
same-day satisfaction of mark-to-market obligations as provided in Section 9 hereof (or,
in the absence of any such agreement, the deadline for such purposes established in
accordance with market practice).

25.37 “Margin Percentage” shall mean, with respect to any Loan as of any date, a percentage
agreed by Borrower and Lender, which shall be not less than 100%, unless (a) Borrower
and Lender agree otherwise, as provided in Section 24.2, and (b) Lender is not a
Customer. Notwithstanding the previous sentence, in the event that the writing or other
confirmation evidencing the agreement described in clause (a) does not set out such
percentage with respect to any such Loan, the Margin Percentage shall not be a
percentage less than the percentage obtained by dividing (i) the Market Value of the
Collateral required to be transferred by Borrower to Lender with respect to such Loan at
the commencement of the Loan by (ii) the Market Value of the Loaned Securities
required to be transferred by Lender to Borrower at the commencement of the Loan.

25.38 “Market Value” shall have the meaning set forth in Annex II or otherwise agreed to by
Borrower and Lender in writing. Notwithstanding the previous sentence, in the event that
the meaning of Market Value has not been set forth in Annex II or in any other writing,
as described in the previous sentence, Market Value shall be determined in accordance
with market practice for the Securities, based on the price for such Securities as of the
most recent Close of Trading obtained from a generally recognized source agreed to by
the parties or the closing bid quotation at the most recent Close of Trading obtained from
such source, plus accrued interest to the extent not included therein (other than any
interest credited or transferred to, or applied to the obligations of, the other party pursuant
to Section 8, unless market practice with respect to the valuation of such Securities in
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2017 Master Securities Loan Agreement19

connection with securities loans is to the contrary). If the relevant quotation did not exist
at such Close of Trading, then the Market Value shall be the relevant quotation on the
next preceding Close of Trading at which there was such a quotation. The determinations
of Market Value provided for in Annex II or in any other writing described in the first
sentences of this Section 25.38 or, if applicable, in the preceding sentence shall apply for
all purposes under this Agreement, except for purposes of Section 13.

25.39 “Payee” shall have the meaning assigned in Section 8.5(a).

25.40 “Payor” shall have the meaning assigned in Section 8.5(a).

25.41 “Plan” shall mean: (a) any “employee benefit plan” as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974 which is subject to Part 4 of Subtitle
B of Title I of such Act; (b) any “plan” as defined in Section 4975(e)(1) of the Internal
Revenue Code of 1986; or (c) any entity the assets of which are deemed to be assets of
any such “employee benefit plan” or “plan” by reason of the Department of Labor’s plan
asset regulation, 29 C.F.R. Section 2510.3-101.

25.42 “Regulation T” shall mean Regulation T of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

25.43 “Retransfer” shall mean, with respect to any Collateral, to pledge, repledge, hypothecate,
rehypothecate, lend, relend, sell or otherwise transfer such Collateral, or to re-register any
such Collateral evidenced by physical certificates in any name other than Borrower’s.

25.44 “Securities” shall mean securities or, if agreed by the parties in writing, other assets.

25.45 “Securities Distributions” shall have the meaning assigned in Section 8.5(a).

25.46 “Tax” shall have the meaning assigned in Section 8.5(a).

25.47 “UCC” shall mean the New York Uniform Commercial Code.

26. Intent.

26.1 The parties recognize that each Loan hereunder is a “securities contract,” as such term is
defined in Section 741 of Title 11 of the United States Code (the “Bankruptcy Code”), as
amended (except insofar as the type of assets subject to the Loan would render such
definition inapplicable).

26.2 It is understood that each and every transfer of funds, securities and other property under
this Agreement and each Loan hereunder is a “settlement payment” or a “margin
payment,” as such terms are used in Sections 362(b)(6) and 546(e) of the Bankruptcy
Code.

26.3 It is understood that the rights given to Borrower and Lender hereunder upon a Default
by the other constitute the right to cause the liquidation of a securities contract and the
right to set off mutual debts and claims in connection with a securities contract, as such
terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code.

26.4 The parties agree and acknowledge that if a party hereto is an “insured depository
institution,” as such term is defined in the Federal Deposit Insurance Act, as amended
(“FDIA”), then each Loan hereunder is a “securities contract” and “qualified financial
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202017 Master Securities Loan Agreement

contract,” as such terms are defined in the FDIA and any rules, orders or policy
statements thereunder (except insofar as the type of assets subject to the Loan would
render such definitions inapplicable).

26.5 It is understood that this Agreement constitutes a “netting contract” as defined in and
subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of
1991 (“FDICIA”) and each payment obligation under any Loan hereunder shall constitute
a “covered contractual payment entitlement” or “covered contractual payment
obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or
both of the parties is not a “financial institution” as that term is defined in FDICIA).

26.6 Except to the extent required by applicable law or regulation or as otherwise agreed,
Borrower and Lender agree that Loans hereunder shall in no event be “exchange
contracts” for purposes of the rules of any securities exchange and that Loans hereunder
shall not be governed by the buy-in or similar rules of any such exchange, registered
national securities association or other self-regulatory organization.

27. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS.

27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS
UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE
SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT
LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND
THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY
CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER’S
OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE
LOANED SECURITIES.

27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF
GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY
APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS
COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY
THE UNITED STATES.

By:
Title:
Date:

By:
Title:
Date:
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2017 Master Securities Loan AgreementAI-1

Annex I

Party Acting as Agent

This Annex sets forth the terms and conditions governing all transactions in which a party lending
or borrowing Securities, as the case may be (“Agent”), in a Loan is acting as agent for one or
more third parties (each, a “Principal”). Unless otherwise defined, capitalized terms used but not
defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which
it forms a part (such agreement, together with this Annex and any other annexes, schedules
or exhibits, referred to as the “Agreement”) and, unless otherwise specified, all section references
herein are intended to refer to sections of such Securities Loan Agreement.

1. Additional Representations and Warranties. In addition to the representations and
warranties set forth in the Agreement, Agent hereby makes the following representations and
warranties, which shall continue during the term of any Loan: Principal has duly authorized
Agent to execute and deliver the Agreement on its behalf, has the power to so authorize
Agent and to enter into the Loans contemplated by the Agreement and to perform the
obligations of Lender or Borrower, as the case may be, under such Loans, and has taken all
necessary action to authorize such execution and delivery by Agent and such performance by
it.

2. Identification of Principals. Agent agrees (a) to provide the other party, prior to any Loan
under the Agreement, with a written list of Principals for which it intends to act as Agent
(which list may be amended in writing from time to time with the consent of the other party),
and (b) to provide the other party, before the Close of Business on the next Business Day after
agreeing to enter into a Loan, with notice of the specific Principal or Principals for whom it is
acting in connection with such Loan. If (i) Agent fails to identify such Principal
or Principals prior to the Close of Business on such next Business Day or (ii) the other party
shall determine in its sole discretion that any Principal or Principals identified by Agent are
not acceptable to it, the other party may reject and rescind any Loan with such Principal or
Principals, return to Agent any Collateral or Loaned Securities, as the case may be,
previously transferred to the other party and refuse any further performance under such Loan,
and Agent shall immediately return to the other party any portion of the Loaned Securities or
Collateral, as the case may be, previously transferred to Agent in connection with such Loan;
provided, however, that (A) the other party shall promptly (and in any event within one
Business Day of notice of the specific Principal or Principals) notify Agent of its
determination to reject and rescind such Loan and (B) to the extent that any performance was
rendered by any party under any Loan rejected by the other party, such party shall remain
entitled to any fees or other amounts that would have been payable to it with respect to such
performance if such Loan had not been rejected. The other party acknowledges that Agent
shall not have any obligation to provide it with confidential information regarding the
financial status of its Principals; Agent agrees, however, that it will assist the other party in
obtaining from Agent’s Principals such information regarding the financial status of such
Principals as the other party may reasonably request.

3. Limitation of Agent’s Liability. The parties expressly acknowledge that if the
representations and warranties of Agent under the Agreement, including this Annex, are true
and correct in all material respects during the term of any Loan and Agent otherwise complies
with the provisions of this Annex, then (a) Agent’s obligations under the Agreement shall not
include a guarantee of performance by its Principal or Principals and (b) the other party’s
remedies shall not include a right of setoff against obligations, if any, of Agent arising in
other transactions in which Agent is acting as principal.
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4. Multiple Principals.

(a) In the event that Agent proposes to act for more than one Principal hereunder, Agent and
the other party shall elect whether (i) to treat Loans under the Agreement as transactions
entered into on behalf of separate Principals or (ii) to aggregate such Loans as if they
were transactions by a single Principal. Failure to make such an election in writing shall
be deemed an election to treat Loans under the Agreement as transactions on behalf of
separate Principals.

(b) In the event that Agent and the other party elect (or are deemed to elect) to treat Loans
under the Agreement as transactions on behalf of separate Principals, the parties agree
that (i) Agent will provide the other party, together with the notice described in Section
2(b) of this Annex, notice specifying the portion of each Loan allocable to the account
of each of the Principals for which it is acting (to the extent that any such Loan is
allocable to the account of more than one Principal), (ii) the portion of any individual
Loan allocable to each Principal shall be deemed a separate Loan under the Agreement,
(iii) the mark to market obligations of Borrower and Lender under the Agreement shall
be determined on a Loan-by-Loan basis (unless the parties agree to determine such
obligations on a Principal-by-Principal basis), and (iv) Borrower’s and Lender’s
remedies under the Agreement upon the occurrence of a Default shall be determined as
if Agent had entered into a separate Agreement with the other party on behalf of each
of its Principals.

(c) In the event that Agent and the other party elect to treat Loans under the Agreement as
if they were transactions by a single Principal, the parties agree that (i) Agent’s notice
under Section 2(b) of this Annex need only identify the names of its Principals but not
the portion of each Loan allocable to each Principal’s account, (ii) the mark to market
obligations of Borrower and Lender under the Agreement shall, subject to any greater
requirement imposed by applicable law, be determined on an aggregate basis for all
Loans entered into by Agent on behalf of any Principal, and (iii) Borrower’s and
Lender’s remedies upon the occurrence of a Default shall be determined as if all
Principals were a single Lender or Borrower, as the case may be.

(d) Notwithstanding any other provision of the Agreement (including, without limitation,
this Annex), the parties agree that any transactions by Agent on behalf of a Plan shall
be treated as transactions on behalf of separate Principals in accordance with Section
4(b) of this Annex (and all mark to market obligations of the parties shall be
determined on a Loan-by-Loan basis).

5. Interpretation of Terms. All references to “Lender” or “Borrower,” as the case may be, in
the Agreement shall, subject to the provisions of this Annex (including, among other
provisions, the limitations on Agent’s liability in Section 3 of this Annex), be construed to
reflect that (i) each Principal shall have, in connection with any Loan or Loans entered into
by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Lender” or
“Borrower,” as the case may be, directly entering into such Loan or Loans with the other party
under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their
sole agent for performance of Lender’s obligations to Borrower or Borrower’s obligations to
Lender, as the case may be, and for receipt of performance by Borrower of its obligations to
Lender or Lender of its obligations to Borrower, as the case may be, in connection with any
Loan or Loans under the Agreement (including, among other things, as Agent for each
Principal in connection with transfers of securities, cash or other property and as agent for
giving and receiving all notices under the Agreement). Both Agent and its Principal or
Principals shall be deemed “parties” to the Agreement and all references to a “party” or
“either party” in the Agreement shall be deemed revised accordingly (and any
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2017 Master Securities Loan AgreementAI-3

Default by Agent under the Agreement shall be deemed a Default by Lender or Borrower, as
the case may be).

By:
Title:
Date:

By:
Title:
Date:
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2017 Master Securities Loan AgreementAII-1

Annex II
Market Value
Unless otherwise agreed by Borrower and Lender:

1. If the principal market for the Securities to be valued is a national securities exchange in the
United States, their Market Value shall be determined by their last sale price on such
exchange at the most recent Close of Trading or, if there was no sale on the Business Day of
the most recent Close of Trading, by the last sale price at the Close of Trading on the next
preceding Business Day on which there was a sale on such exchange, all as quoted on the
Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such
exchange.

2. If the principal market for the Securities to be valued is the over-the-counter market, and the
Securities are quoted on The Nasdaq Stock Market (“Nasdaq”), their Market Value shall be
the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are
issues for which last sale prices are not quoted on Nasdaq, the last bid price at such Close of
Trading. If the relevant quotation did not exist at such Close of Trading, then the Market
Value shall be the relevant quotation on the next preceding Close of Trading at which there
was such a quotation.

3. Except as provided in Section 4 of this Annex, if the principal market for the Securities to be
valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their
Market Value shall be determined in accordance with market practice for such Securities,
based on the price for such Securities as of the most recent Close of Trading obtained from a
generally recognized source agreed to by the parties or the closing bid quotation at the most
recent Close of Trading obtained from such a source. If the relevant quotation did not exist at
such Close of Trading, then the Market Value shall be the relevant quotation on the next
preceding Close of Trading at which there was such a quotation.

4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined
as of the most recent Close of Trading in accordance with market practice in the principal
market for such Securities.

5. The Market Value of a letter of credit shall be the undrawn amount thereof.

6. All determinations of Market Value under Sections 1 through 4 of this Annex shall include,
where applicable, accrued interest to the extent not already included therein (other than any
interest credited or transferred to, or applied to the obligations of, the other party pursuant to
Section 8 of the Agreement), unless market practice with respect to the valuation of such
Securities in connection with securities loans is to the contrary.

7. The determinations of Market Value provided for in this Annex shall apply for all purposes
under the Agreement, except for purposes of Section 13 of the Agreement.

By:
Title:
Date:

By:
Title:
Date:
111

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2017 Master Securities Loan AgreementAIII-1

Annex III
Term Loans
This Annex sets forth additional terms and conditions governing Loans designated as “Term
Loans” in which Lender lends to Borrower a specific amount of Loaned Securities (“Term Loan
Amount”) against a pledge of cash Collateral by Borrower for an agreed upon Cash Collateral
Fee until a scheduled termination date (“Termination Date”). Unless otherwise defined,
capitalized terms used but not defined in this Annex shall have the meanings assigned in the
Securities Loan Agreement of which it forms a part (such agreement, together with this Annex
and any other annexes, schedules or exhibits, referred to as the “Agreement”).

1. The terms of this Annex shall apply to Loans of Equity Securities only if they are designated
as Term Loans in a Confirmation therefor provided pursuant to the Agreement and executed
by each party, in a schedule to the Agreement or in this Annex. All Loans of Securities other
than Equity Securities shall be “Term Loans” subject to this Annex, unless otherwise agreed
in a Confirmation or other writing.

2. The Confirmation for a Term Loan shall set forth, in addition to any terms required to be set
forth therein under the Agreement, the Term Loan Amount, the Cash Collateral Fee and the
Termination Date. Lender and Borrower agree that, except as specifically provided in this
Annex, each Term Loan shall be subject to all terms and conditions of the Agreement,
including, without limitation, any provisions regarding the parties’respective rights to
terminate a Loan.

3. In the event that either party exercises its right under the Agreement to terminate a Term Loan
on a date (the “Early Termination Date”) prior to the Termination Date, Lender and Borrower
shall, unless otherwise agreed, use their best efforts to negotiate in good faith a new Term
Loan (the “Replacement Loan”) of comparable or other Securities, which shall be mutually
agreed upon by the parties, with a Market Value equal to the Market Value of the Term Loan
Amount under the terminated Term Loan (the “Terminated Loan”) as of the Early Termination
Date. Such agreement shall, in accordance with Section 2 of this Annex, be confirmed in a
new Confirmation at the commencement of the Replacement Loan and be executed by each
party. Each Replacement Loan shall be subject to the same terms as the corresponding
Terminated Loan, other than with respect to the commencement date and the identity of the
Loaned Securities. The Replacement Loan shall commence on the date on which the parties
agree which Securities shall be the subject of the Replacement Loan and shall be scheduled to
terminate on the scheduled Termination Date of the Terminated Loan.

4. Borrower and Lender agree that, except as provided in Section 5 of this Annex, if the parties
enter into a Replacement Loan, the Collateral for the related Terminated Loan need not be
returned to Borrower and shall instead serve as Collateral for such Replacement Loan.

5. If the parties are unable to negotiate and enter into a Replacement Loan for some or all of the
Term Loan Amount on or before the Early Termination Date, (a) the party requesting
termination of the Terminated Loan shall pay to the other party a Breakage Fee computed in
accordance with Section 6 of this Annex with respect to that portion of the Term Loan
Amount for which a Replacement Loan is not entered into and (b) upon the transfer by
Borrower to Lender of the Loaned Securities subject to the Terminated Loan, Lender shall
transfer to Borrower Collateral for the Terminated Loan in accordance with and to the extent
required under the Agreement, provided that no Default has occurred with respect to
Borrower.
113

6. For purposes of this Annex, the term “Breakage Fee” shall mean a fee agreed by Borrower
and Lender in the Confirmation or otherwise orally or in writing. In the absence of any such
agreement, the term “Breakage Fee” shall mean, with respect to Loans of Government
Securities, a fee equal to the sum of (a) the cost to the non-terminating party (including all
fees, expenses and commissions) of entering into replacement transactions and entering into
or terminating hedge transactions in connection with or as a result of the termination of the
Terminated Loan, and (b) any other loss, damage, cost or expense directly arising or resulting
from the termination of the Terminated Loan that is incurred by the non-terminating party
(other than consequential losses or costs for lost profits or lost opportunities), as determined by
the non-terminating party in a commercially reasonable manner, and (c) any other
amounts due and payable by the terminating party to the non-terminating party under the
Agreement on the Early Termination Date.

By:
Title:
Date:

By:
Title:
Date:

AIII-22000 Master Securities Loan Agreement
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2017 Master Securities Loan AgreementSA-1

Schedule A

Names and Addresses for Communications
115

116

2017 Master Securities Loan AgreementSB-1

Schedule B

Defined Terms and Supplemental Provisions

Optional Provisions:

Trading Practices

Each party shall observe, and the Agreement and each Loan thereunder is subject to, including
with regard to (a) the allocation of economic benefits in respect of Loaned Securities and
Collateral and (b) buy-in procedures in the case of failures to receive Loaned Securities or
Collateral, any market practices (including any uniform practices applicable to securities loans
among members of The Securities Industry and Financial Markets Association or successor
entity thereto( “SIFMA”), as currently in effect, or successor provisions thereto (the “Uniform
Practices”), regardless of whether each party is a member of SIFMA) (the “Trading Practices”),
to the extent that such Trading Practices do not conflict with the terms of the Agreement.
Notwithstanding the preceding sentence, a party shall not waive its right to exercise its option to
terminate all Loans under Section 12 of the Agreement by observing the buy-in procedures
described in clause (b) of the preceding sentence.

Lender Remedies for Certain Failures to Transfer Loaned Securities (with Optional Default
provision)

Notwithstanding Section 12.1 of the Agreement, Lender may elect not to treat the Borrower’s
failure to transfer to Lender Loaned Securities pursuant to Section 6 of the Agreement as a
Default, but Lender may by written notice to Borrower: (A) if Lender has transferred to
Borrower Collateral with respect to such Loaned Securities, require that Borrower immediately
return such Collateral so transferred, (B) if Lender has not transferred to Borrower Collateral
but there is Margin Deficit in respect of the relevant Loan, require Borrower to deliver (from
time to time in accordance with the notice and delivery requirements of Section 9) additional
Collateral in an amount equal to such Margin Deficit, and (C) at any time while such failure
continues, declare that such Loan (but only such Loan) shall be cancelled and closed out
immediately (“Mini Close-out”), in which event Section 13 shall apply in respect of such Loan
(but only such Loan). Any failure to make a transfer of margin pursuant to clause (B) above
shall be an event that will be a Default under Section 12.3. Further, it shall be a Default if (x)
the Borrower fails to return Collateral pursuant to clause (A) above or (y), with respect to any
amount due and payable under Section 13 following any Mini Close-out, such amount is not
paid by the defaulting party before the end of the business day on which the defaulting party
receives notice of such due and payable amount from the non-defaulting party.

Lender Remedies for Certain Failures to Transfer Loaned Securities (without Optional Default
provision)

Notwithstanding Section 12.1 of the Agreement, it will not be a Default solely because of
Borrower’s failure to transfer to Lender Loaned Securities pursuant to Section 6 of the
Agreement, but Lender may by written notice to Borrower: (A) if Lender has transferred to
Borrower Collateral with respect to such Loaned Securities, require that Borrower immediately
return such Collateral so transferred, (B) if Lender has not transferred to Borrower Collateral
but there is Margin Deficit in respect of the relevant Loan, require Borrower to deliver (from
time to time in accordance with the notice and delivery requirements of Section 9) additional
Collateral in an amount equal to such Margin Deficit and (C) at any time while such failure
continues, declare that such Loan (but only such Loan) shall be cancelled and closed out
immediately (“Mini Close-out”), in which event Section 13 shall apply in respect of such Loan
(but only such Loan). Any failure to make a transfer of margin pursuant to clause (B) above
shall be an event that will be a Default under Section 12.3. Further, it shall be a Default if (x)
the Borrower fails to return Collateral pursuant to clause (A) above or (y), with respect to any
117

amount due and payable under Section 13 following any Mini Close-out, such amount is not
paid by the defaulting party before the end of the business day on which the defaulting party
receives notice of such due and payable amount from the non-defaulting party

118

Annexure C – Relevant Agreements
Part B

119

(Multicurrency — Cross Border)
ISDA
International Swap Dealers Association, Inc.

MASTER AGREEMENT
dated as of ......................................

............................................................... and ......................................................................

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will

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

Copyright

1992 by International Swap Dealers Association, Inc.

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ISDA 1992

(b) Change of Account. Either party may change its account for receiving a payment or delivery by
giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment
or delivery to which such change applies unless such other party gives timely notice of a reasonable objection
to such change.
(c) Netting. If on any date amounts would otherwise be payable:—
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party’s obligation to make payment of any such amount

will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate amount would have been
payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount will be determined in respect
of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of
whether such amounts are payable in respect of the same Transaction. The election may be made in the
Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions
identified as being subject to the election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date). This election may be made
separately for different groups of Transactions and will apply separately to each pairing of Offices through
which the parties make and receive payments or deliveries.
(d) Deduction or Withholding for Tax.
(i) Gross-Up. All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is required by any
applicable law, as modified by the practice of any relevant governmental revenue authority, then in
effect. If a party is so required to deduct or withhold, then that party (“X”) will:—
(1) promptly notify the other party (“Y”) of such requirement;
(2) pay to the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any additional amount
paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such amount has been assessed
against Y;
(3) promptly forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is
otherwise entitled under this Agreement, such additional amount as is necessary to ensure that
the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed
against X or Y) will equal the full amount Y would have received had no such deduction or
withholding been required. However, X will not be required to pay any additional amount to
Y to the extent that it would not be required to be paid but for:—
(A) the failure by Y to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d); or
(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and
true unless such failure would not have occurred but for (I) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the date on which a
Transaction is entered into (regardless of whether such action is taken or brought with
respect to a party to this Agreement) or (II) a Change in Tax Law.
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ISDA 1992

(ii) Liability. If: —
(1) X is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect of which X
would not be required to pay an additional amount to Y under Section 2(d)(i)(4);
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly against X,
then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y
will promptly pay to X the amount of such liability (including any related liability for interest, but
including any related liability for penalties only if Y has failed to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).
(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any
payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on demand in the same currency
as such overdue amount, for the period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of
daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of
any obligation required to be settled by delivery, it will compensate the other party on demand if and to the
extent provided for in the relevant Confirmation or elsewhere in this Agreement.
3. Representations
Each party represents to the other party (which representations will be deemed to be repeated by each party
on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at
all times until the termination of this Agreement) that:—
(a) Basic Representations.
(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good standing;
(ii) Powers. It has the power to execute this Agreement and any other documentation relating to
this Agreement to which it is a party, to deliver this Agreement and any other documentation relating
to this Agreement that it is required by this Agreement to deliver and to perform its obligations
under this Agreement and any obligations it has under any Credit Support Document to which it is
a party and has taken all necessary action to authorise such execution, delivery and performance;
(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict
with any law applicable to it, any provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;
(iv) Consents. All governmental and other consents that are required to have been obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party have been
obtained and are in full force and effect and all conditions of any such consents have been complied
with; and
(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document
to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance
with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).
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ISDA 1992

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or circumstance would
occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support
Document to which it is a party.
(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its
Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body,
agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of
this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations
under this Agreement or such Credit Support Document.
(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on
behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of
the date of the information, true, accurate and complete in every material respect.
(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for
the purpose of this Section 3(e) is accurate and true.
(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for
the purpose of this Section 3(f) is accurate and true.
4. Agreements
Each party agrees with the other that, so long as either party has or may have any obligation under this
Agreement or under any Credit Support Document to which it is a party:—
(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—
(i) any forms, documents or certificates relating to taxation specified in the Schedule or any
Confirmation;
(ii) any other documents specified in the Schedule or any Confirmation; and
(iii) upon reasonable demand by such other party, any form or document that may be required or
reasonably requested in writing in order to allow such other party or its Credit Support Provider to
make a payment under this Agreement or any applicable Credit Support Document without any
deduction or withholding for or on account of any Tax or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission of such form or document would
not materially prejudice the legal or commercial position of the party in receipt of such demand),
with any such form or document to be accurate and completed in a manner reasonably satisfactory
to such other party and to be executed and to be delivered with any reasonably required certification,
in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as
reasonably practicable.
(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all
consents of any governmental or other authority that are required to be obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain
any that may become necessary in the future.
(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to
which it may be subject if failure so to comply would materially impair its ability to perform its obligations
under this Agreement or any Credit Support Document to which it is a party.
(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f)
to be accurate and true promptly upon learning of such failure.
(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,
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ISDA 1992

organised, managed and controlled, or considered to have its seat, or in which a branch or office through
which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify
the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s
execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp
Tax Jurisdiction with respect to the other party.
5. Events of Default and Termination Events
(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any of the following events constitutes
an event of default (an “Event of Default”) with respect to such party:—
(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this
Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not
remedied on or before the third Local Business Day after notice of such failure is given to the party;
(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery under
Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation
under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance
with this Agreement if such failure is not remedied on or before the thirtieth day after notice of
such failure is given to the party;
(iii) Credit Support Default.
(1) Failure by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it in accordance
with any Credit Support Document if such failure is continuing after any applicable grace
period has elapsed;
(2) the expiration or termination of such Credit Support Document or the failing or ceasing
of such Credit Support Document to be in full force and effect for the purpose of this Agreement
(in either case other than in accordance with its terms) prior to the satisfaction of all obligations
of such party under each Transaction to which such Credit Support Document relates without
the written consent of the other party; or
(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in
whole or in part, or challenges the validity of, such Credit Support Document;
(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f))
made or repeated or deemed to have been made or repeated by the party or any Credit Support
Provider of such party in this Agreement or any Credit Support Document proves to have been
incorrect or misleading in any material respect when made or repeated or deemed to have been made
or repeated;
(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or
any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after
giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an
acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults,
after giving effect to any applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any payment on early termination
of, a Specified Transaction (or such default continues for at least three Local Business Days if there
is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity
appointed or empowered to operate it or act on its behalf);
(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
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described) in respect of such party, any Credit Support Provider of such party or any applicable
Specified Entity of such party under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than
the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due and payable under
such agreements or instruments, before it would otherwise have been due and payable or (2) a default
by such party, such Credit Support Provider or such Specified Entity (individually or collectively)
in making one or more payments on the due date thereof in an aggregate amount of not less than the
applicable Threshold Amount under such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);
(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party: —
(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes
insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay
its debts as they become due; (3) makes a general assignment, arrangement or composition
with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding
seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition instituted or
presented against it, such proceeding or petition (A) results in a judgment of insolvency or
bankruptcy or the entry of an order for relief or the making of an order for its winding-up or
liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days
of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(6) seeks or becomes subject to the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially all its assets or has
a distress, execution, attachment, sequestration or other legal process levied, enforced or sued
on or against all or substantially all its assets and such secured party maintains possession, or
any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which, under the applicable
laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1)
to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the foregoing acts; or
(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets
to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: —
(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party
or such Credit Support Provider under this Agreement or any Credit Support Document to
which it or its predecessor was a party by operation of law or pursuant to an agreement
reasonably satisfactory to the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to extend (without the consent of the
other party) to the performance by such resulting, surviving or transferee entity of its
obligations under this Agreement.
(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any event specified below constitutes
an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax
Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event
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7 ISDA 1992

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:—

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which
a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by
any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after
such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for
such party (which will be the Affected Party): —
(1) to perform any absolute or contingent obligation to make a payment or delivery or to
receive a payment or delivery in respect of such Transaction or to comply with any other
material provision of this Agreement relating to such Transaction; or
(2) to perform, or for any Credit Support Provider of such party to perform, any contingent
or other obligation which the party (or such Credit Support Provider) has under any Credit
Support Document relating to such Transaction;
(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law,
the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on
the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to
be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under
Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));
(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled
Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable
Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2) receive a payment from which an amount has been deducted or withheld for or on account of

any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount
(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party
consolidating or amalgamating with, or merging with or into, or transferring all or substantially all
its assets to, another entity (which will be the Affected Party) where such action does not constitute
an event described in Section 5(a)(viii);
(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying
to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets
to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such
Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or
(v) Additional Termination Event. If any “Additional Termination Event” is specified in the
Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the
Affected Party or Affected Parties shall be as specified for such Additional Termination Event in
the Schedule or such Confirmation).
(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or
give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not
constitute an Event of Default.
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6. Early Termination
(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to
a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting
Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of
all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur
immediately upon the occurrence with respect to such party of an Event of Default specified in
Section 5(a)(vii)(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 occurs, an Affected Party will, promptly upon becoming aware of
it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction
and will also give such other information about that Termination Event as the other party may reasonably
require.
(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax
Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the
Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate
an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require
such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after
it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of
the Affected Transactions to another of its Offices or Affiliates so that such Termination Event
ceases to exist.
If the Affected Party is not able to make such a transfer it will give notice to the other party to that
effect within such 20 day period, whereupon the other party may effect such a transfer within
30 days after the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the
prior written consent of the other party, which consent will not be withheld if such other party’s
policies in effect at such time would permit it to enter into transactions with the transferee on the
terms proposed.
(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days
after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.
(iv) Right to Terminate. If: —
(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may
be, has not been effected with respect to all Affected Transactions within 30 days after an
Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not
the Affected Party,
either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger,
any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more
than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event
Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not
more than 20 days notice to the other party and provided that the relevant Termination Event is then
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continuing, designate a day not earlier than the day such notice is effective as an Early Termination
Date in respect of all Affected Transactions.
(c) Effect of Designation.
(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early
Termination Date will occur on the date so designated, whether or not the relevant Event of Default
or Termination Event is then continuing.
(ii) Upon the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will
be required to be made, but without prejudice to the other provisions of this Agreement. The amount,
if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).
(d) Calculations.
(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e)
and will provide to the other party a statement (1) showing, in reasonable detail, such calculations
(including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving
details of the relevant account to which any amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in determining a Market Quotation, the records of
the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.
(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date
under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the
case of an Early Termination Date which is designated or occurs as a result of an Event of Default)
and on the day which is two Local Business Days after the day on which notice of the amount payable
is effective (in the case of an Early Termination Date which is designated as a result of a Termination
Event). Such amount will be paid together with (to the extent permitted under applicable law)
interest thereon (before as well as after judgment) in the Termination Currency, from (and including)
the relevant Early Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual
number of days elapsed.
(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation”
or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation”
or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any Set-off.
(i) Events of Default. If the Early Termination Date results from an Event of Default: —
(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the
Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the
sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the
Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing
to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts
owing to the Defaulting Party.
(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay
to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect
of this Agreement.
(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply,
an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the
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Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is
a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.
(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable
equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.
(ii) Termination Events. If the Early Termination Date results from a Termination Event: —
(1) One Affected Party. If there is one Affected Party, the amount payable will be determined
in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party and the party which is not the
Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being
terminated, Loss shall be calculated in respect of all Terminated Transactions.
(2) Two Affected Parties. If there are two Affected Parties: —
(A) if Market Quotation applies, each party will determine a Settlement Amount in
respect of the Terminated Transactions, and an amount will be payable equal to (I) the
sum of (a) one-half of the difference between the Settlement Amount of the party with
the higher Settlement Amount (“X”) and the Settlement Amount of the party with the
lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the
Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid
Amounts owing to Y; and
(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or,
if fewer than all the Transactions are being terminated, in respect of all Terminated
Transactions) and an amount will be payable equal to one-half of the difference between
the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower
Loss (“Y”).
If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X
will pay the absolute value of that amount to Y.
(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined under
this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to
reflect any payments or deliveries made by one party to the other under this Agreement (and retained
by such other party) during the period from the relevant Early Termination Date to the date for
payment determined under Section 6(d)(ii).
(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under
this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for
the loss of bargain and the loss of protection against future risks and except as otherwise provided
in this Agreement neither party will be entitled to recover any additional damages as a consequence
of such losses.
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7. Transfer
Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement
may be transferred (whether by way of security or otherwise) by either party without the prior written consent
of the other party, except that: —
(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without
prejudice to any other right or remedy under this Agreement); and
(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from
a Defaulting Party under Section 6(e).
Any purported transfer that is not in compliance with this Section will be void.
8. Contractual Currency
(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent
permitted by applicable law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency other than the Contractual
Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed,
acting in a reasonable manner and in good faith in converting the currency so tendered into 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 (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such
party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other
party the amount of any shortfall of the Contractual Currency received by such party as a consequence of
sums paid in such other currency and will refund promptly to the other party any excess of the Contractual
Currency received by such party as a consequence of sums paid in such other currency if such shortfall or
such excess arises or results from any variation between the rate of exchange at which the Contractual
Currency is converted into the currency of the judgment or order for the purposes of such judgment or order
and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase the Contractual Currency with
the amount of the currency of the judgment or order actually received by such party. The term “rate of
exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.
(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute
separate and independent obligations from the other obligations in this Agreement, will be enforceable as
separate and independent causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained or claim or proof being
made for any other sums payable in respect of this Agreement.
(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate
that it would have suffered a loss had an actual exchange or purchase been made.
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9. Miscellaneous
(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties
with respect to its subject matter and supersedes all oral communication and prior writings with respect
thereto.
(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective
unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the
parties under this Agreement will survive the termination of any Transaction.
(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies
and privileges provided by law.
(e) Counterparts and Confirmations.
(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which will be
deemed an original.
(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment
they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as
soon as practicable and may be executed and delivered in counterparts (including by facsimile
transmission) or be created by an exchange of telexes or by an exchange of electronic messages on
an electronic messaging system, which in each case will be sufficient for all purposes to evidence
a binding supplement to this Agreement. The parties will specify therein or through another effective
means that any such counterpart, telex or electronic message constitutes a Confirmation.
(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this
Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power
or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege.
(g) Headings. The headings used in this Agreement are for convenience of reference only and are not
to affect the construction of or to be taken into consideration in interpreting this Agreement.
10. Offices; Multibranch Parties
(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction
through an Office other than its head or home office represents to the other party that, notwithstanding the
place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such
party are the same as if it had entered into the Transaction through its head or home office. This representation
will be deemed to be repeated by such party on each date on which a Transaction is entered into.
(b) Neither party may change the Office through which it makes and receives payments or deliveries
for the purpose of a Transaction without the prior written consent of the other party.
(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make
and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the
Office through which it makes and receives payments or deliveries with respect to a Transaction will be
specified in the relevant Confirmation.
11. Expenses
A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all

reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by
reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document
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to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including,
but not limited to, costs of collection.
12. Notices
(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any
manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given
by facsimile transmission or electronic messaging system) to the address or number or in accordance with
the electronic messaging system details provided (see the Schedule) and will be deemed effective as
indicated:—
(i) if in writing and delivered in person or by courier, on the date it is delivered;
(ii) if sent by telex, on the date the recipient’s answerback is received;
(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible
employee of the recipient in legible form (it being agreed that the burden of proving receipt will be
on the sender and will not be met by a transmission report generated by the sender’s facsimile
machine);
(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt
requested), on the date that mail is delivered or its delivery is attempted; or
(v) if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business
Day or that communication is delivered (or attempted) or received, as applicable, after the close of business
on a Local Business Day, in which case that communication shall be deemed given and effective on the first
following day that is a Local Business Day.
(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile
number or electronic messaging system details at which notices or other communications are to be given to
it.
13. Governing Law and Jurisdiction
(a) Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.
(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—
(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed
by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the
United States District Court located in the Borough of Manhattan in New York City, if this
Agreement is expressed to be governed by the laws of the State of New York; and
(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to such Proceedings, that
such court does not have any jurisdiction over such party.
Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction
(outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined
in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.
(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
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reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party
and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably
consent to service of process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable
law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity
on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief
by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets
(whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any
Proceedings.
14. Definitions
As used in this Agreement:—
“Additional Termination Event” has the meaning specified in Section 5(b).
“Affected Party” has the meaning specified in Section 5(b).
“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax
Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event
and (b) with respect to any other Termination Event, all Transactions.
“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, “control” of any entity or person means
ownership of a majority of the voting power of the entity or person.
“Applicable Rate” means:—
(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii))
by a Defaulting Party, the Default Rate;
(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date
(determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;
(c) in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and
(d) in all other cases, the Termination Rate.
“Burdened Party” has the meaning specified in Section 5(b).
“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any
change in or
amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.
“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or
exchange control consent.
“Credit Event Upon Merger” has the meaning specified in Section 5(b).
“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.
“Credit Support Provider” has the meaning specified in
the Schedule.
“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to
the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.
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“Defaulting Party” has the meaning specified in Section 6(a).
“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).
“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.
“Illegality” has the meaning specified in Section 5(b).
“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment
under this Agreement but for a present or former connection between the jurisdiction of the government or
taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or related person being or having
been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a
trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of
business in such jurisdiction, but excluding a connection arising solely from such recipient or related person
having executed, delivered, performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).
“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of
any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.
“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for

business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any
obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified,
as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated
by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account
is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in
relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the
city specified in the address for notice provided by the recipient and, in the case of a notice contemplated
by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.
“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and
a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement
or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery
required to have been made (assuming satisfaction of each applicable condition precedent) on or before the
relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant
markets.
“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference Market-makers. Each
quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number)
or by such party (expressed as a positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the obligations of such party) and the
quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would
have the effect of preserving for such party the economic equivalent of any payment or delivery (whether
the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable
condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group
of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have
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been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or
group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that
would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to be included. The Replacement
Transaction would be subject to such documentation as such party and the Reference Market-maker may, in
good faith, agree. The party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time
(without regard to different time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the Market Quotation will be the
arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the quotation remaining after
disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same
highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations
are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group
of Terminated Transactions cannot be determined.
“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost)

to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.
“Non-defaulting Party” has the meaning specified in Section 6(a).
“Office” means a branch or office of a party, which may be such party’s head or home office.
“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both,

would constitute an Event of Default.
“Reference Market-makers” means four leading dealers in the relevant market selected by the party

determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which
satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same
city.
“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through
which the party is acting for purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment is made.
“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i)
with respect to a Transaction.
“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right
or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under
this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such
payer.
“Settlement Amount” means, with respect to
a party and any Early Termination Date, the sum of: —
(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each
Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined;
and
(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for
each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be
determined or would not (in the reasonable belief of the party making the determination) produce a
commercially reasonable result.
“Specified Entity” has the meanings specified in the Schedule.
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“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.
“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or
any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is
a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any option with respect to any of these
transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.
“Stamp Tax” means any stamp, registration, documentation or similar tax.
“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including
interest, penalties and additions thereto) that is imposed by any government or other taxing authority in
respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.
“Tax Event” has the meaning specified in Section 5(b).
“Tax Event Upon Merger” has the meaning specified in Section 5(b).
“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions
(in either case) in effect immediately before the effectiveness of the notice designating that Early Termination
Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).
“Termination Currency” has the meaning specified in the Schedule.
“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination

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

applicable, a Credit Event Upon Merger or an Additional Termination Event.
“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or
evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such
amounts.
“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of
(a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become

payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination
Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for
Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date
and which has not been so settled as at such Early Termination Date, an amount equal to the fair market
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18
ISDA 1992

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

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

............................................................................... ........................................................................
(Name of Party) (Name of Party)

By: ............................................................................. By: ...................................................................
Name: Name:
Title: Title:
Date: Date:
137

ISDA®
International Swaps and Derivatives Association, Inc.

2002 MASTER AGREEMENT
dated as of .....................................................................

.................................................................................... and .....................................................................................

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be

governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and
other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the
purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together
referred to as this “Master Agreement”.

Accordingly, the parties agree as follows:―

1. Interpretation

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

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

(c) Single Agreement. All 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.

Copyright © 2002 by International Swaps and Derivatives Association, Inc.
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2 ISDA® 2002

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no
Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing,
(2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has
occurred or been effectively designated and (3) each other condition specified in this Agreement to be a
condition precedent for the purpose of this Section 2(a)(iii).

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

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

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be

automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an
obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the
excess of the larger aggregate amount over the smaller aggregate amount.

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

(d) Deduction or Withholding for Tax.

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

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

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

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities; and
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3 ISDA® 2002

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

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

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

(ii) Liability. If:―

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

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

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

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will

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

3. Representations

Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the

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

(a) Basic Representations.

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

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and to perform its obligations under this
Agreement and any obligations it has under any Credit Support Document to which it is a party and has
taken all necessary action to authorise such execution, delivery and performance;
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4 ISDA® 2002

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

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

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

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

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

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

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

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

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

4. Agreements

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

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

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

(ii) any other documents specified in the Schedule or any Confirmation; and
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5 ISDA® 2002

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

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

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

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

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

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

5. Events of Default and Termination Events

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

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

(ii) Breach of Agreement; Repudiation of Agreement.

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

(2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the
validity of, this Master Agreement, any Confirmation executed and delivered by that party or any
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6 ISDA® 2002

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

(iii) Credit Support Default.

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

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

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

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

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

(l) defaults (other than by failing to make a delivery) under a Specified Transaction or any

credit support arrangement relating to a Specified Transaction and, after giving effect to any
applicable notice requirement or grace period, such default results in a liquidation of, an
acceleration of obligations under, or an early termination of, that Specified Transaction;

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

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

(4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity
of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction
that is, in either case, confirmed or evidenced by a document or other confirming evidence executed
and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by
any person or entity appointed or empowered to operate it or act on its behalf);
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7 ISDA® 2002

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

(l) 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:―

(l) 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 (l) to (7) above
(inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or
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8 ISDA® 2002

(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:―

(l) the resulting, surviving or transferee entity fails to assume all the obligations of such party

or such Credit Support Provider under this Agreement or any Credit Support Document to which it
or its predecessor was a party; or

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

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

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

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

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

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

(1) the Office through which such party (which will be the Affected Party) makes and receives
payments or deliveries with respect to such Transaction is prevented from performing any absolute
or contingent obligation to make a payment or delivery in respect of such Transaction, from
receiving a payment or delivery in respect of such Transaction or from complying with any other
material provision of this Agreement relating to such Transaction (or would be so prevented if such
payment, delivery or compliance were required on that day), or it becomes impossible or
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9 ISDA® 2002

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

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

so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit

Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all
reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than
immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;

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

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

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

(1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets (or any substantial part of the assets comprising the business conducted by X as of the
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date of this Master Agreement) to, or reorganises, reincorporates or reconstitutes into or as, another
entity;

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

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

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

(c) Hierarchy of Events.

(i) An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will
not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i),
5(a)(ii)(1) or 5(a)(iii)(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
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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.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect

within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the
notice is given under Section 6(b)(i).

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

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

(1) If:―

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

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

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

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

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

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

(c) Effect of Designation.

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

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

For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant portion of such

amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which
such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant
amount of such currency.
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If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the estimate,
subject to the relevant party accounting to the other when the obligation is ascertained.

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

7. Transfer

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

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

(b) a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable
to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights
associated with that interest pursuant to Sections 8, 9(h) and 11.

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

8. Contractual Currency

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

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency
other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this
Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in
respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above,
the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to
the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund
promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums
paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of
exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose
of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using
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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.
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(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
(A) 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
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continues and no Event of Default or Potential Event of Default with respect to that party
has occurred and is continuing, pay interest (before as well as after judgment) on the
overdue amount to the other party on demand in the same currency as the overdue amount,
for the period from (and including) the date the party fails to make the payment due to the
occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the
payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the
date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases
to exist and the date during the period upon which an Event of Default or Potential Event
of Default with respect to that party occurs (and excluding any period in respect of which
interest or compensation in respect of the overdue amount is due pursuant to clause (B)
above), at the Applicable Deferral Rate.

(4) Compensation for Deferred Deliveries. If:―

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

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

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

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

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

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

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

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

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

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

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

11. Expenses

A Defaulting Party will on demand indemnify and hold harmless the other party for and against all reasonable out-of-

pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to,
costs of collection.

12. Notices

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

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

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

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

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

(v) if sent by electronic messaging system, on the date it is received; or
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(vi) if sent by e-mail, on the date it is delivered,

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

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

13. Governing Law and Jurisdiction

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

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

(i) submits:―

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

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

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

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

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

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

As used in this Agreement:―

“Additional Representation” has the meaning specified in Section 3.
“Additional Termination Event” has the meaning specified in Section 5(b).
“Affected Party” has the meaning specified in Section 5(b).
“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure
Event, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event
(which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means
all Transactions unless the relevant Credit Support Document references only certain Transactions, in which case
those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that
Transaction) and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by

the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common
control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the
voting power of the entity or person.

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

“Applicable Close-out Rate” means:―

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

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

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

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

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

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

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

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

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

(3) in all other cases, the Applicable Deferral Rate; and
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(ii) for the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable to (but excluding) the date of actual payment:―

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

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

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

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

“Applicable Deferral Rate” means:―

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

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

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

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

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

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or

amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter
into the relevant Transaction.

“Close-out Amount” means, with respect to each Terminated Transaction or each group of Terminated Transactions

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

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

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

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without

limitation, one or more of the following types of information:―

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

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

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

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

Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other

relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition
consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or
re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain
resulting from any of them).

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

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

“Confirmation” has the meaning specified in the preamble.

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

control consent.

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

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

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

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

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

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

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

“Defaulting Party” has the meaning specified in Section 6(a).
“Designated Event” has the meaning specified in Section 5(b)(v).
“Determining Party” means the party determining a Close-out Amount.
“Early Termination Amount” has the meaning specified in Section 6(e).
“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

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

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

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.
“Force Majeure Event” has the meaning specified in Section 5(b).
“General Business Day” means a day on which commercial banks are open for general business (including dealings

in foreign exchange and foreign currency deposits).

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

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

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

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

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

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

“Multiple Transaction Payment Netting” has the meaning specified in Section 2(c).
“Non-affected Party” means, so long as there is only one Affected Party, the other party.
“Non-default Rate” means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting

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

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

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

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

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

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

constitute an Event of Default.

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

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

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

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated,

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

“Schedule” has the meaning specified in the preamble.

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

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

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

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect to

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

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

“Stamp Tax Jurisdiction” has the meaning specified in Section 4(e).
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“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest,
penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation or similar tax.

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

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

“Terminated Transactions” means, with respect to any Early Termination Date, (a) if resulting from an Illegality or

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

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

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency,

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

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

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

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

“Transaction” has the meaning specified in the preamble.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in

respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for
Section 2(a)(iii) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date, (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) or
5(d)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not
been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or
would have been) required to be delivered and (c) if the Early Termination Date results from an Event of Default, a
Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are
Affected Transactions, any Early Termination Amount due prior to such Early Termination Date and which remains
unpaid as of such Early Termination Date, in each case together with any amount of interest accrued or other
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compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1)
or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of
the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party
obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the
Termination Currency Equivalents of the fair market values so determined by both parties.

“Waiting Period” means:―

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

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

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with

effect from the date specified on the first page of this document.

.................................................................................... ....................................................................................
(Name of Party) (Name of Party)

By: ............................................................................. By: .............................................................................
Name: Name:
Title: Title:
Date: Date:
165

SPH Notice – The Goldman Sachs Group, Inc. (“GSGI”)Update – Acquisition of 75% interest in Mataura Valley Milk

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