ISDA 2005 MASTER GIVE-UP AGREEMENT. dated as of. [insert Prime Broker s name] (the Prime Broker ) and [insert Dealer s name] (the Dealer )

Transcription

1 ISDA 2005 MASTER GIVE-UP AGREEMENT dated as of [insert Prime Broker s name] (the Prime Broker ) and [insert Dealer s name] (the Dealer ) have entered into this Master Give-Up Agreement, which includes the Schedule (the Schedule ) and each applicable exhibit and annex. This Master Give-Up Agreement, the Schedule and each applicable exhibit and annex are collectively referred to as this Agreement. WHEREAS, from time to time, Dealer and Designated Party may enter into transactions to be given up to Prime Broker pursuant to this Agreement; and WHEREAS, Dealer and Prime Broker desire that such transactions will be given up to Prime Broker subject to the terms of this Agreement. NOW, THEREFORE, the parties agree as follows: Section. Authorization. Prime Broker has authorized each party designated as a Designated Party in a Designation Notice (the Designated Party ), as substantially set forth in the form of Exhibit A hereto, to enter into transactions on behalf of Prime Broker subject to the terms and conditions set forth in this Agreement. Each Designation Notice shall supplement, be governed by and form a part of this Agreement. Except as otherwise provided in Section 3(c) of this Agreement, any amendment to a Designation Notice must be first agreed to in writing by Prime Broker and Dealer. Section 2. Representations and Warranties. (a) Prime Broker and Dealer each represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Counterparty Transaction is entered into) that: (i) 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 and has the authority to enter into, and perform its obligations under, a Counterparty Transaction contemplated hereunder. (ii) This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject, as to enforceability, to equitable principles of general Copyright 2005 by International Swaps and Derivatives Association, Inc

2 application (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) The execution, delivery and performance of this Agreement 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 restrictions binding on or affecting it or any of its assets. (iv) It is acting for its own account and is not relying on any communication (written or oral) of the other party as investment advice. (b) Prime Broker represents that it has established appropriate information barriers such that its sales and trading personnel do not have access in the ordinary course of business to trading details or determinations in respect of a Counterparty Transaction and an Accepted Transaction. The Prime Broker may specify in Part 2 of the Schedule what events fall outside the definition of ordinary of course of business. Section 3. Accepted Transaction and Trade Acceptance Procedure. (a) Accepted Transaction. Prime Broker and Dealer agree that Prime Broker shall not be deemed to have entered into a binding transaction (an Accepted Transaction ) unless: (i) giving effect to the transaction does not violate, or result in the violation of, the applicable Trading Limits (without the prior written consent of Prime Broker); (ii) the transaction is a Counterparty Transaction; (iii) Dealer and Designated Party have agreed to the Trade Details of the transaction; (iv) Prime Broker receives a Dealer Notice; and (v) if specified as applicable in Paragraph of Exhibit B, Prime Broker receives a Designated Party Notice setting forth the same Trade Details as those in such Dealer Notice. Once a transaction becomes an Accepted Transaction, such Accepted Transaction will be performed by Prime Broker and Dealer, including with respect to payment and delivery. Accepted Transactions are Transactions under the ISDA Master Agreement between Prime Broker and Dealer. For purposes of applying Trading Limits, (i) the applicable Trading Limit will be that which is in effect at the time that the transaction between Dealer and the applicable Designated Party is executed; and (ii) the determination of whether trading lines are available for a new trade will be made at the time the Trade Details are received by the Prime Broker. (b) Dealer Notice. Following agreement between Dealer and Designated Party in respect of a Counterparty Transaction, Dealer shall, within the period of time specified in Part 3 of the Schedule, send to Prime Broker a Dealer Notice. (c) Modification of Trading Limits and Transaction Type. Prime Broker may at any time in its sole discretion modify the Trading Limits and Transaction Type by providing a Communication to Dealer. Such Communication shall be effective in accordance with the period of time specified in Part 4 of the Schedule. If such modification of a Trading Limit adversely affects the availability of applicable Trading Limits, such modification shall not affect a transaction that has been executed before that Communication has 2

3 become effective. If Dealer makes a reasonable request, Prime Broker shall provide Dealer with information as to the effect of any proposed transaction upon such Trading Limits; it being understood that such information shall be subject to change and shall not be binding upon Prime Broker if such transaction is executed at a later time. (d) Elective Trade Acceptance Procedure. The trade acceptance procedure specified in Paragraph 2 in Exhibit B shall be applicable. (e) Elective Operational Procedure. The operational procedure shall be applicable or not applicable as specified in Paragraph 3 of Exhibit B. Section 4. Termination. This Agreement or any Designation Notice shall remain in effect unless and until terminated by Prime Broker or Dealer. Such termination notice shall be delivered in accordance with one of the methods specified in Section 5(a) of this Agreement. Notwithstanding the provisions of Section 5 of this Agreement, such termination notice shall be effective in accordance with the period of time specified in Part 5 of the Schedule; provided, however, that no such termination shall be effective in respect of either: (a) an outstanding Accepted Transaction; or (b) a Counterparty Transaction that would not be a Problem Transaction and that was entered into prior to the effectiveness of such termination and as to which the Dealer Notice has been promptly sent to Prime Broker. This Agreement shall terminate immediately upon the occurrence of an Early Termination Date in respect of the ISDA Master Agreement between the parties if the parties have specified Automatic Early Termination as applying to either of the parties. Section 5. Delivery and Effectiveness of Communication and Trade Notices. (a) Delivery and Effectiveness of Communication. All notices, requests and other communications in respect of the operation of this Agreement other than Trade Notices and termination notices (a Communication ) shall be delivered by: (i) certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested) or courier or in person (provided that an acknowledgement of delivery is obtained) and deemed effective on the date it is delivered or its delivery is attempted; (ii) facsimile transmission and deemed effective 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); or (iii) electronic messaging system or and deemed effective on the date it is received. A Communication shall be given to the address or number or in accordance with the electronic messaging system or details specified in Part 6 of the Schedule. Each party may rely on any Communication relating to this Agreement which it reasonably believes to have come from the other party or from a person authorized to act on behalf of the other party. (b) Delivery and Effectiveness of Trade Notices. A Trade Notice shall be delivered and deemed effective in accordance with the method and Notice Period specified in the relevant annex to Exhibit C. 3

4 Section 6. Governing Law and Proceedings. (a) This Agreement shall be governed by and construed in accordance with the law specified in Part 7 of the Schedule. (b) With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement (the Proceedings ), each party irrevocably: (i) submits () 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 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. Section 7. Miscellaneous. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties, provided that the rights and obligations of each party under this Agreement (excluding any Accepted Transactions, which shall be governed in respect of transfers by the ISDA Master Agreement) shall not be assigned or otherwise transferred by either party without the prior written consent of the other party. No other person or entity (including, without limitation, any Designated Party) shall have any rights hereunder. (b) This Agreement constitutes the entire agreement between the parties relating to the authority to enter into an Accepted Transaction hereunder and all prior negotiations and understandings between the parties, whether written or oral, are hereby merged into this Agreement. In the event of any inconsistency between the terms of this Agreement and the ISDA Master Agreement with respect to Designated Party s trading authority, the terms of this Agreement shall prevail. No provision of this Agreement may be waived or amended unless the waiver or amendment is in writing and signed by a duly authorized officer of both parties. (c) Unless otherwise agreed to by Prime Broker, with respect to any Accepted Transaction, this Agreement, the ISDA Master Agreement, the Dealer Notice and any Communication sent pursuant to this Agreement shall represent the entire agreement and 4

5 understanding between Prime Broker and Dealer with respect to the subject matter and terms of such Counterparty Transaction and shall supersede all prior or contemporaneous written or oral communications with respect thereto. (d) 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. (e) Either party may, upon notice to the other party, record, whether electronically or otherwise, all telephonic conversations between them or among their trading, marketing or other relevant personnel in connection with this Agreement or any potential transactions contemplated or entered into hereunder. Section 8. Definitions. Accepted Transaction has the meaning set forth in Section 3(a) of this Agreement. Business Day shall have the meaning set forth in the 2000 ISDA Definitions (including the Annex thereto and any amendments to the Annex as published by the International Swaps and Derivatives Association, Inc. at the date of this Agreement). Communication has the meaning set forth in Section 5(a) of this Agreement. Confirmation means the documents and other confirming evidence exchanged between the parties or otherwise effective for the purpose of confirming or evidencing an Accepted Transaction. Convention Court means any court which is bound to apply to the Proceedings either Article 7 of the 968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 7 of the 988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters. Counterparty Transaction means the transaction falls within one of the Transaction Types specified in the Designation Notice for such Designated Party and satisfies the applicable Standard Terms. Dealer Notice means the notice sent by Dealer to Prime Broker setting forth the Trade Details of each Counterparty Transaction entered into by Dealer and Prime Broker which shall, among other things, specify the identity of the relevant Designated Party. Designated Party has the meaning set forth in Section of this Agreement. Designated Party Notice means the notice sent by Designated Party to Prime Broker setting forth the Trade Details of each Counterparty Transaction entered into by such Designated Party on behalf of Prime Broker and Dealer, which shall, among other things, specify the identity of the relevant Dealer and the identity of any relevant fund or account on whose behalf such Designated Party is transacting. 5

6 Designation Notice means the notice agreed upon between Prime Broker and Dealer, substantially in the form set forth in Exhibit A. ISDA Master Agreement means the International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement (including the related schedule and Credit Support Annex) between Prime Broker and Dealer as specified in Part of the Schedule. Modification Time, with regard to Trading Limits and Transaction Type, has the meaning set forth in Part 4 of the Schedule, and Modification Time, with regard to a termination notice, has the meaning set forth in Part 5 of the Schedule. Notice Period has the meaning set forth in the relevant annex to Exhibit C. Number of Hours means the hours specified in Paragraph 2 of Exhibit B. Problem Transaction means: (i) a Counterparty Transaction in which Dealer and Designated Party do not agree on terms, including by reason of differences between a Dealer Notice and the corresponding Designated Party Notice; (ii) a Counterparty Transaction in which Prime Broker fails to receive a Dealer Notice or a Designated Party Notice; or (iii) a transaction agreed to between Dealer and Designated Party where such transaction is not an Accepted Transaction for any reason (including because the transaction does not comply with the Trading Limits or the Transaction Type). Problem Transaction Notice means a notice Prime Broker may, if it has knowledge thereof, send to Dealer and the relevant Designated Party describing a transaction it believes to be a Problem Transaction. Proceedings has the meaning set forth in Section 6(b) of this Agreement. Schedule has the meaning specified in the preamble to this Agreement. Standard Terms means, in respect of a Transaction Type, the terms set forth in the relevant annex to Exhibit C. Trade Details means the economic terms set forth in the Trade Notices. Trade Notices mean, with respect to any transaction, the Dealer Notice and the Designated Party Notice, if applicable. Trading Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the place(s) and on the days specified for that purpose in the relevant Trade Notice, a TARGET Settlement Day (if TARGET or TARGET Settlement Day is specified for that purpose in the related Trading Notice), or if a place or places or such terms are not so specified, a day on which commercial banks and foreign exchange markets are generally open to settle payments in the jurisdiction of the currency of the Floating Rate Payer. TARGET Settlement Day and Floating Rate Payer each shall have the meaning set forth in the 2000 ISDA Definitions (including the 6

7 Annex thereto and any amendments to the Annex as published by the International Swaps and Derivatives Association, Inc. at the date of this Agreement). Trading Limits means the amounts applicable to Counterparty Transactions. Transaction Type has the meaning set forth in Exhibit C. 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. [PRIME BROKER] By: Name: Title: Date: [DEALER] By: Name: Title: Date: 7

8 ISDA SCHEDULE to the 2005 MASTER GIVE-UP AGREEMENT dated as of [insert Prime Broker s name] (the Prime Broker ) and [insert Dealer s name] (the Dealer ) Part. Specified ISDA Master Agreement. The ISDA Master Agreement (including the related schedule and Credit Support Annex) between Prime Broker and Dealer is dated as of [ ] and amended from time to time. Part 2. Ordinary Course of Business. The parties elect that the following events fall outside the meaning of ordinary course of business in Section 2(b) of this Agreement: [ ] Events of Default and Termination Events under the ISDA Master Agreement; or [ ] Events of Default and Termination Events under the ISDA Master Agreement and Credit Events under the 2003 ISDA Credit Derivatives Definitions. Part 3. Dealer Notice. The Dealer shall, in accordance with Section 3(b) of this Agreement, send to Prime Broker the Dealer Notice: [ ] promptly; or [ ] within thirty minutes. Part 4. Modification of Trading Limits and Transaction Type. In accordance with Section 3(c) of this Agreement, Prime Broker may at any time in its sole discretion modify the Trading Limits and Transaction Type by providing a Communication to Dealer. Such Communication shall be effective:

9 [ ] one hour after receipt of such Communication; or [ ] as of the Modification Time. Modification Time means [[ ] hour[s] after receipt of such Communication][as of the opening of business on the Business Day in the recipient s location following the date of receipt of such Communication]. Part 5. Termination Notice. For the purpose of Section 4 of this Agreement, the termination notice shall be effective: [ ] one hour after receipt of such termination notice; or [ ] as of the Modification Time. Modification Time means [[ ] hour[s] after receipt of such termination notice][as of the opening of business on the Business Day in the recipient s location following the date of receipt of such termination notice]. Part 6. Contact Details for Delivery of Communications. For the purpose of Section 5(a) of this Agreement: Address for Communications to Prime Broker: Address: Attention: Facsimile No.: Telephone No.: Electronic Messaging System Details: Specific Instructions: Address for Communications to Dealer: Address: Attention: Facsimile No.: Telephone No.: Electronic Messaging System Details: Specific Instructions: Part 7. Governing Law. This Agreement will be governed by and construed in accordance with [English law][the laws of the State of New York (without reference to choice of law doctrine)]. 2

10 [PRIME BROKER] [DEALER] By: Name: Title: Date: By: Name: Title: Date: 3

11 Exhibit A to the 2005 Master Give-Up Agreement Form of Designation Notice (Headed Paper of Prime Broker) Date: To: [Name and address or facsimile number of Dealer] From: [Prime Broker] Re: Designation Notice with respect to 2005 Master Give-Up Agreement Dear : [Prime Broker] (the Prime Broker ) and [Dealer] (the Dealer ) are parties to a 2005 Master Give-Up Agreement dated as of [insert date] (the Agreement ). This Designation Notice supplements, is governed by and forms a part of that Agreement. All capitalized terms used in this Designation Notice but not defined herein shall have the meanings given to such terms in the Agreement.. Designated Party: [insert name] 2. Transaction Types: [Rate Swaps][Caps][Floors][Swaptions][Cross Currency Swaps][Credit Derivative Transactions][FX Transactions][Currency Option Transactions] 3. Trading Limits: The following Trading Limits shall be applicable to the Counterparty Transactions entered into by Designated Party (on behalf of Prime Broker) and Dealer: Very truly yours, [PRIME BROKER] By: Name: Title: Date: Prime Broker will determine the formulation of Trading Limits.

12 Acknowledged and agreed to by: [DEALER] By: Name: Title: Date: 2

13 Exhibit B to the 2005 Master Give-Up Agreement Elections for Trade Acceptance Procedure, Operational Procedure and Notification Procedure. Pursuant to Section 3(a)(v) of the Agreement, the parties specify below if effective delivery of a Designated Party Notice setting forth the same Trade Details as those in the Dealer Notice is one of the conditions to deemed acceptance of a transaction by Prime Broker: [ ] Applicable [ ] Not Applicable 2. Pursuant to Section 3(d) of the Agreement, the parties specify below that one of the trade acceptance procedures below shall be applicable to the Accepted Transactions between them: [ ] Upon satisfaction of the applicable conditions specified in Section 3(a) of the Agreement, a Counterparty Transaction shall be deemed accepted by Prime Broker. Prime Broker shall have no obligation to notify Dealer of its acceptance of a Counterparty Transaction. [ ] Upon satisfaction of the applicable conditions specified in Section 3(a) of the Agreement, a Counterparty Transaction shall be deemed accepted by Prime Broker. Prime Broker shall have no obligation to notify Dealer of its acceptance of a Counterparty Transaction; provided, however, that if Prime Broker does not notify Dealer of its acceptance or rejection of a Counterparty Transaction within a period equal to the Number of Hours of Prime Broker s receipt of the Dealer Notice, such Counterparty Transaction shall be deemed accepted by Prime Broker on the basis of the Trade Details set forth in the Dealer Notice, subject to (a) the satisfactory resolution between Dealer and Designated Party of any mismatch between the Dealer Notice and the Designated Party Notice and (b) the applicable conditions set forth in Section 3(a) having otherwise been met. [ ] Upon satisfaction of the applicable conditions specified in Section 3(a) of the Agreement, a Counterparty Transaction shall be deemed accepted by Prime Broker. If Prime Broker does not notify Dealer of its acceptance or rejection of a Counterparty Transaction within a period equal to the Number of Hours of Prime Broker s receipt of the Dealer Notice, such Counterparty Transaction shall be deemed accepted by Prime Broker on the basis of the Trade Details set forth in the Dealer Notice. Parties should consider whether, in Paragraph of this Exhibit B to the Agreement, they have elected for Prime Broker to receive a Designated Party Notice.

14 Number of Hours means the amount of hours specified in the Standard Terms in the relevant annex to Exhibit C. 3. Pursuant to Section 3(e) of the Agreement, the parties specify that one of the operational procedure approaches below shall be applicable: [ ] (a) Problem Transaction. In the event of a Problem Transaction, neither Prime Broker nor Dealer shall have responsibility to enter into an Accepted Transaction with respect to such Problem Transaction. (b) Notice of Problem Transaction. In the event of a Problem Transaction, Prime Broker may, if it has knowledge thereof, send a Problem Transaction Notice of such event to Dealer and Designated Party, which Problem Transaction Notice shall constitute a rejection notice for purposes of Paragraph 2 of this Exhibit B. If the Problem Transaction is not accepted as an Accepted Transaction by Prime Broker, then the transaction shall be of no effect as to Prime Broker. (c) Resolution of Problem Transaction. Following Prime Broker s transmission of a Problem Transaction Notice, Dealer and Designated Party may attempt to resolve the Problem Transaction, resolve the dispute in accordance with the customary business practice of each or amend the transaction, and, if they are able to do so, Dealer and Designated Party may send revised Dealer and Designated Party Notices 2 to Prime Broker. If such resolved or amended Problem Transaction would then satisfy the conditions of Section 3(a) of this Agreement, unless Designated Party s authority under Section 4 of the Agreement has been terminated in the interim, Prime Broker shall accept the Transaction as an Accepted Transaction. [ ] (a) Problem Transaction. In the event of a Problem Transaction, neither Prime Broker nor Dealer shall have responsibility to enter into an Accepted Transaction with respect to such Problem Transaction. (b) Notice of Problem Transaction. In the event of a Problem Transaction, Prime Broker may, if it has knowledge thereof, send a Problem Transaction Notice of such event to Dealer and Designated Party, which Problem Transaction Notice shall constitute a rejection notice for purposes of Paragraph 2 of this Exhibit B. If the Problem Transaction is not accepted as an Accepted Transaction by Prime Broker, then the transaction shall be of no effect as to Prime Broker. (c) Resolution of Problem Transaction. Following Prime Broker s transmission of a Problem Transaction Notice, Dealer and Designated Party may resubmit terms to Prime Broker. [ ] Neither operational procedure set forth above shall be applicable. 2 See footnote of this Exhibit B. 2

15 4. The following notification provisions for Prime Broker shall be: [ ] Applicable [ ] Not Applicable Prime Broker shall notify Dealer if: (i) the Trade Details set forth in a Dealer Notice do not match the Trade Details set forth in the Designated Party Notice received from Designated Party with respect to the Counterparty Transaction within the Number of Hours of Prime Broker s receipt of the later of the Dealer Notice or the Designated Party Notice 3 ; or (ii) Prime Broker has not received a Designated Party Notice with respect to a Dealer Notice within the Number of Hours of Prime Broker s receipt of the Dealer Notice. Prime Broker shall not be responsible or liable for any failure to or delay in notifying Dealer as required by this Paragraph 4 arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control. 5. Electronic Trading Platforms. Transactions may be executed through electronic trading platforms which provide for prime brokerage transactions upon the agreement of Prime Broker, Dealer and Designated Party. Any Trade Notice or Communication required by this Agreement shall be made in accordance with the rules and agreements of such electronic trading platform(s) and such rules and agreements are hereby incorporated into the Agreement. 3 See footnote of this Exhibit B. 3

16 Exhibit C to the 2005 Master Give-Up Agreement Transaction Types, Trade Notices and Standard Terms (the Terms ) The Agreement provides for transactions to be entered into between Dealer and Designated Party acting on behalf of Prime Broker. These Terms, taken alone, are neither a commitment by either party to enter into any transaction nor evidence of a transaction. The Trade Details of any particular transaction shall be set forth in the relevant Trade Notice. Capitalized terms used in these Terms but not defined herein shall have the meanings given to such terms in the Agreement and the ISDA Master Agreement. The definitions and provisions contained in the 2000 ISDA Definitions (including the Annex thereto and any amendments to the Annex as published by the International Swaps and Derivatives Association, Inc. at the time of this Agreement) (the Definitions ) are incorporated into these Terms. If, in relation to the terms of a transaction (other than a Credit Derivative Transaction), there is any inconsistency between the ISDA Master Agreement, the Agreement, the Definitions or the Trade Details set forth in the Dealer Notice, the following will prevail for purposes of such Counterparty Transaction in the order of precedence indicated: (i) the Trade Details set forth in the Dealer Notice; (ii) the Definitions; (iii) the Agreement; and (iv) the ISDA Master Agreement. For Credit Derivative Transactions, if there is any inconsistency between the ISDA Master Agreement, the Agreement, the 2003 ISDA Credit Derivatives Definitions, the Trade Details set forth in the Dealer Notice or the Standard Terms, the following will prevail for purposes of such Counterparty Transaction in the order of precedence indicated: (i) the Credit Derivatives Physical Settlement Matrix, as in effect at the time the Counterparty Transaction was entered into, as published by the International Swaps and Derivatives Association, Inc.; (ii) Standard Terms; (iii) the Trade Details set forth in the Dealer Notice; (iv) the 2003 ISDA Credit Derivatives Definitions; (v) the Agreement; and (vi) the ISDA Master Agreement. Prime Broker shall promptly send to Dealer a Confirmation of each Accepted Transaction at the address specified in Part 4 of the Schedule to the ISDA Master Agreement, or as otherwise agreed by the parties. For the avoidance of doubt, such Confirmation need not be signed by any party in order for the Accepted Transaction to be valid and enforceable. THE TRADE NOTICES AND STANDARD TERMS MUST BE READ IN CONJUNCTION WITH ONE ANOTHER. The terms set forth below are applicable to all transactions:. Each Trade Notice shall identify the Transaction Type and shall set forth the Trade Details specified in the annex for that Transaction Type. Transaction Type means any one of the following types of transaction: Rate Swap means a fixed versus floating interest rate swap transaction denominated in one currency with a termination date not more than [ ] years and two Business Days after the Trade Date. (Annex A)

17 Floor means an interest rate floor transaction with a termination date not more than [ ] years and two Business Days after the Trade Date. (Annex A2) Cap means an interest rate cap transaction with a termination date not more than [ ] years and two Business Days after the Trade Date. (Annex A2) Swaption means an option to enter into a Rate Swap. (Annex A3) Cross Currency Swap means a fixed versus floating, fixed versus fixed or floating versus floating interest rate swap transaction where the fixed or floating payment is made in more than one currency and may involve an initial or final exchange of two currencies and with a termination date not more than [ ] years and two Business Days after the Trade Date. (Annex A4) Credit Derivative Transaction means a transaction in which one party (the credit protection buyer) pays either a single fixed amount or periodic fixed amounts or floating amounts determined by reference to a specified notional amount, and the other party (the credit protection seller) pays either a fixed amount or an amount determined by reference to the value of one or more loans, debt securities or other financial instruments (each a Reference Obligation ) issued, guaranteed or otherwise entered into by a third party (the Reference Entity ) upon the occurrence of one or more specified credit events with respect to the Reference Entity (for example, bankruptcy or payment default). (Annex A5) FX Transaction means a transaction providing for the purchase of an agreed amount in one currency by one party to such a transaction in exchange for the sale by it of an agreed amount in another currency to the other party to such a transaction. (Annex A6) Currency Option Transaction means a transaction entitling the option buyer, upon exercise, to purchase from the option seller at the specified currency exchange rate a specified quantity of currency to be purchased by the option buyer and to sell to the option seller a specified quantity of currency to be sold by the option buyer. (Annex A7) 2. Calculation Agent: As determined under the ISDA Master Agreement 3. Documentation: ISDA Master Agreement 4. Governing Law: Same as the ISDA Master Agreement It should be noted that under the 2003 ISDA Credit Derivatives Definitions, if the Calculation Agent is not a third party and no such party is specified, the Calculation Agent is the Seller. 2

18 Annex A to 2005 Master Give-Up Agreement - Rate Swap I. Trade Notice A Trade Notice with respect to a Rate Swap shall contain the following terms: General Terms: Type of Transaction: Rate Swap Trade Date: [ ] Effective Date: [ ] Termination Date: [ ] Notional Amount: [ ] Currency: [ ] Business Days: [ ] Business Day Convention: [Modified Following] Fixed Amounts: Fixed Rate Payer: [Prime Broker][Dealer] Fixed Rate Payer Payment Dates: [ ] Fixed Rate: [ ] Fixed Rate Day Count Fraction: [ ] Floating Amounts: Floating Rate Payer: [ ] Floating Rate Payer Payment Dates: [ ] Floating Rate Option: [ ] Designated Maturity: [ ] Floating Rate Spread: [ ] Floating Rate Day Count Fraction: [ ] Floating Rate for the Initial Calculation Period: [ ]

19 Reset Dates: [ ] Compounding: [ ] II. Standard Terms The Standard Terms with respect to a Rate Swap shall be: Notice Period: [ ] Method of delivery of Trade Notices: [ ] [Number of Hours: [ ]] 2

20 Annex A2 to 2005 Master Give-Up Agreement - Cap/Floor I. Trade Notice A Trade Notice with respect to a Cap or a Floor shall contain the following terms: General Terms: Type of Transaction: [Cap][Floor] Trade Date: [ ] Effective Date: [ ] Termination Date: [ ] Notional Amount: [ ] Currency: [ ] Business Days: [ ] Business Day Convention: [Modified Following] Fixed Amounts: Fixed Rate Payer: [Prime Broker][Dealer] Fixed Rate Payer Payment Date: [ ] Fixed Amount: [ ] Floating Amounts: Floating Rate Payer: [Prime Broker][Dealer] Cap/Floor Rate: [ ] Floating Rate Payer Payment Dates: [ ] Floating Rate for the Initial Calculation Period: [ ] Floating Rate Option: [ ] Designated Maturity: [ ] Floating Rate Day Count Fraction: [ ] Reset Dates: [ ] Compounding: [ ]

21 II. Standard Terms The Standard Terms with respect to a Cap or a Floor shall be: Notice Period: [ ] Method of delivery of Trade Notices: [ ] [Number of Hours: [ ]] 2

22 Annex A3 to 2005 Master Give-Up Agreement - Swaption I. Trade Notice A Trade Notice with respect to a Swaption shall contain the following terms: General Terms: Transaction Type: Swaption Trade Date: [ ] Seller: Buyer: Option Style: [Prime Broker][Dealer] [Prime Broker][Dealer] [European][American][Bermuda] Premium: [ ] Premium Payment Date: [ ] Swaption Currency: [ ] Payments Business Days: [ ] Exercise Business Days: [ ] Procedure for Exercise: Expiration Date: [ ] Earliest Exercise Time: [ ] Expiration Time: [ ] Partial Exercise: Automatic Exercise: Written Confirmation of Exercise: [Applicable][Not Applicable] [Applicable][Not Applicable] [Applicable][Not Applicable] Threshold: [ ] Settlement Terms: Settlement: [Cash][Physical] Cash Settlement Provisions: Cash Settlement Valuation Time: [ ] Business Day Convention: [Modified Following] Cash Settlement Payment Date: [ ]

23 Cash Settlement Method: [ ] Valuation Business Days (if Cash Settlement is Applicable): [ ] Cash Settlement Currency: Same as Swaption Currency Settlement Rate and, if applicable, Quotation Rate: [ ] Cash Settlement Valuation Date: [ ] Underlying Rate Swap Transaction: Trade Date: In the case of Physical Settlement Swaption only, the date on which the option is exercised Effective Date: [ ] Termination Date: [ ] Notional Amount: [ ] Other Terms of Underlying Rate Swap Transaction: [ ] II. Standard Terms The Standard Terms with respect to a Swaption shall be: Notice Period: [ ] Method of delivery of Trade Notices: [ ] [Number of Hours: [ ]] 2

24 Annex A4 to 2005 Master Give-Up Agreement - Cross Currency Swap I. Trade Notice A Trade Notice with respect to a Cross Currency Swap shall contain the following terms: General Terms: Transaction Type: Cross Currency Swap Trade Date: [ ] Effective Date: [ ] Termination Date: [ ] Currencies: [ ] Business Days: [ ] Business Day Convention: [Modified Following] [Currency ] Fixed Amounts : [Currency ] Fixed Rate Payer: [Prime Broker][Dealer] [Currency ] Fixed Rate Payer Currency Amount: [ ] [Currency ] Fixed Rate Payer Payment Dates: [ ] [Currency ] Fixed Rate: [ ] [Currency ] Fixed Rate Day Count Fraction: [ ] Period End Dates: [ ] [Currency 2] Floating Amounts: [Currency 2] Floating Rate Payer: [Prime Broker][Dealer] [Currency 2] Floating Rate Payer Currency Amount: [ ] [Currency 2] Floating Rate [ ] Payer Payment Dates: [Currency 2] Floating Rate Option: [ ] [Currency 2] Floating Rate If indicated in the Trade Notices, both Prime Broker and Dealer may be Fixed Rate Payers or both Prime Broker and Dealer may be Floating Rate Payers.

25 Designated Maturity: [ ] [Currency 2] Floating Rate Spread: [ ] [Currency 2] Floating Rate Day Count Fraction: [ ] [Currency 2] Floating Rate for the Initial Calculation Period: [ ] [Currency 2] Reset Dates: [ ] [Currency 2] Compounding: [ ] Initial Exchange: Initial Exchange Date: Prime Broker Initial Exchange Amount: Dealer Initial Exchange Amount: [Effective Date, subject to adjustment in accordance with the Business Day Convention] Same as Dealer Currency Amount Same as Prime Broker Currency Amount Final Exchange: Prime Broker Final Exchange Date: [The earlier of Prime Broker Final Payment Date or Termination Date, subject to adjustment in accordance with the Business Day Convention] Dealer Final Exchange Date: Prime Broker Final Exchange Amount: Dealer Final Exchange Amount: [The earlier of Dealer Final Payment Date or Termination Date, subject to adjustment in accordance with the Business Day Convention] [Same as Prime Broker Currency Amount] [Same as Dealer Currency Amount] II. Standard Terms The Standard Terms with respect to a Cross Currency Swap shall be: Notice Period: [ ] Method of delivery of Trade Notices: [ ] [Number of Hours: [ ]] 2

26 Annex A5 to Master Give-Up Agreement - Credit Derivative Transaction I. Trade Notice A Trade Notice with respect to a Credit Derivative Transaction shall contain the following terms: General Terms: Transaction Type: Credit Derivative Transaction Trade Date: [ ] Effective Date: [ ] Scheduled Termination Date: [ ] Floating Rate Payer: Fixed Rate Payer: [ ] (the Seller ) [ ] (the Buyer ) Calculation Agent: [ ] Calculation Agent City: [ ] Reference Entity: Reference Obligation[s]: [ ] The obligation[s] identified as follows: Primary Obligor: [ ] Guarantor: [ ] Maturity: [ ] Coupon: [ ] CUSIP/ISIN: [ ] Fixed Payments: Fixed Rate Payer Calculation Amount: [ ] Fixed Rate Payer Period End Dates: [ ] Fixed Rate Payer Payment Dates: [ ] Fixed Rate: [ ] Fixed Rate Day Count Fraction: [ ] Fixed Amount: [ ] Floating Payment: Floating Rate Payer Calculation Amount: [ ]

27 II. Standard Terms The Standard Terms with respect to a Credit Derivative Transaction shall be those set forth in the Credit Derivatives Physical Settlement Matrix, as published by the International Swaps and Derivatives Association, Inc., as most recently amended and supplemented as at the Trade Date of the relevant Credit Derivative Transaction. Conditions to Settlement: [ ] If a Designated Party has executed a Counterparty Transaction that is a Credit Derivative Transaction, the Conditions to Settlement (as defined in the 2003 ISDA Credit Derivatives Definitions) specified in the resulting Accepted Transaction shall be satisfied by Dealer, if applicable, only through delivery of the relevant notices and documents required under the applicable Conditions to Settlement to the relevant Designated Party with a copy thereof to Prime Broker. With respect to any Accepted Transaction pursuant to which Prime Broker shall have the right to deliver a Credit Event Notice (as defined in the 2003 ISDA Credit Derivatives Definitions), Dealer acknowledges and agrees that delivery by Designated Party to Dealer of the relevant notices and documents required under the applicable Conditions to Settlement shall constitute delivery of said notices and documents by Prime Broker; provided, however, that the provisions of this paragraph shall not affect the rights and obligations of Dealer and Prime Broker with respect to each other under the Counterparty Transaction. [ ] If a Designated Party has executed a Counterparty Transaction that is a Credit Derivative Transaction, the Conditions to Settlement (as defined in the 2003 ISDA Credit Derivatives Definitions) specified in the resulting Accepted Transaction shall be satisfied by Dealer delivering any Credit Event Notice to Prime Broker and Prime Broker delivering any Credit Event Notice to Dealer. With respect to any Accepted Transaction pursuant to which Prime Broker shall have the right to deliver a Credit Event Notice (as defined in the 2003 ISDA Credit Derivatives Definitions), Prime Broker will deliver the Credit Event Notice to Dealer. 2

28 Annex A6 to 2005 Master Give-Up Agreement - FX Transaction I. Trade Notice A Trade Notice with respect to an FX Transaction shall contain the following terms: General Terms: Transaction Type: FX Transaction [Settlement Date: [ ]] [Amount and currency payable by Party A: [ ]] [Amount and currency payable by Party B: [ ]] II. Standard Terms The Standard Terms with respect to an FX Transaction shall be: Notice Period: [ ] Method of delivery of Trade Notices: [ ] [Number of Hours: [ ]]

29 Annex A7 to 2005 Master Give-Up Agreement - Currency Option Transaction I. Trade Notice A Trade Notice with respect to a Currency Option Transaction shall contain the following terms: General Terms: Transaction Type: Currency Option Transaction [Currency Option Style: [ ]] [Currency Option Type: [ ]Put/[ ] Call]] [Call Currency: [ ]] [Call Currency Amount: [ ]] [Put Currency: [ ]] [Put Currency Amount: [ ]] [Strike Price: [ ]] [Premium: [ ]] [Premium Payment Date: [ ]] [Expiration Date: [ ]] [Expiration Time: [ ]] [Latest Exercise Time: [ ] [a.m./p.m.] (local time in [ ])] [Settlement Date: [ ]] [Exercise Period: [ ]] [Specified Exercise Date(s): [ ]] II. Standard Terms The Standard Terms with respect to a Currency Option Transaction shall be: Notice Period: [ ] Method of delivery of Trade Notices: [ ] [Number of Hours: [ ]] 2