ISDA Master Agreement

ISDA MASTER AGREEMENT

This ISDA Master Agreement (this "Agreement") is made as of Effective Date: between Party A: , with principal place of business at , and Party B: , with principal place of business at .

RECITALS

WHEREAS, the parties desire to enter into certain transactions in one or more currencies or other units of account, which may include, without limitation, interest rate swaps, forwards, options, caps, floors, and similar derivative transactions (each a "Transaction" and collectively the "Transactions");

WHEREAS, the parties intend that this Agreement will govern the legal relationship between the parties with respect to all Transactions contemplated by the parties and that the terms and conditions set forth below shall apply to each such Transaction; and

WHEREAS, the parties desire to set forth in this Agreement their respective rights and obligations with respect to each other in connection with Transactions and to provide for netting, close-out, and other related remedies.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, unless otherwise defined, capitalized terms shall have the meanings assigned herein. "Default" means the occurrence of an Event of Default or a Termination Event as set forth in Sections 6 and 7. "Close-out Amount" means the amount determined in good faith by the non-defaulting party to be the loss or cost, including reasonable credit exposure, replacement and transaction costs, and legal fees, resulting from the termination and liquidation of Transactions.

2. TRANSACTIONS; APPLICATION OF TERMS

2.1 Transactions. Each Transaction shall be subject to the terms of this Agreement and any relevant Confirmation. In the event of any conflict between this Agreement and a Confirmation, the Confirmation will govern as to the terms of that Transaction.

2.2 Confirmations. Confirmations evidencing the terms of particular Transactions shall be binding only when executed by both parties. Parties may effect Confirmations electronically if agreed to in writing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has the corporate or other power and authority to enter into and perform its obligations under this Agreement; (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action; and (d) this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as limited by applicable bankruptcy or insolvency laws.

3.2 No Conflict. The execution, delivery and performance of this Agreement and any Transaction will not violate any law or agreement binding upon a party in any material respect.

4. PAYMENTS, NETTING AND SET-OFF

4.1 Netting. If, on any date, amounts would otherwise be payable in the same currency by each party to the other in respect of one or more Transactions, all such amounts shall be aggregated and, if the amounts due by one party exceed the amounts due by the other, the party owing the larger aggregate amount shall pay the excess to the other party. The parties agree that this netting constitutes a legally enforceable netting arrangement under applicable law.

4.2 Set-Off. Each party may, without prior notice, set off any obligations owed by it to the other party against any obligations owed by the other party to it, whether arising under this Agreement or under any other agreement between the parties, to the extent permitted by applicable law.

5. COLLATERAL AND CREDIT SUPPORT

5.1 Collateral. If required by a Confirmation or separate Credit Support Document, a party shall deliver or transfer collateral in accordance with the applicable terms. The parties agree that all collateral delivered shall be subject to the rights of set-off and re-hypothecation as specified in the relevant Credit Support Document.

5.2 Independent Amount. Independent Amounts, if any, shall be set forth in the Schedule to this Agreement or in an agreed Confirmation. Independent Amount:

6. EVENTS OF DEFAULT

6.1 Events of Default. The following shall constitute Events of Default: (a) failure to pay any amount when due under a Transaction if such failure continues unremedied for three Business Days following notice; (b) breach or failure to perform any material obligation under this Agreement which is not remedied within thirty days after written notice; (c) the party becomes insolvent, admits inability to pay its debts, files a petition in bankruptcy, has a receiver appointed, or is subject to any similar insolvency proceeding; (d) any representation or warranty made by a party is or becomes untrue in any material respect.

7. TERMINATION; CLOSE-OUT

7.1 Termination Right. Upon the occurrence of an Event of Default, the non-defaulting party may, by notice to the defaulting party, accelerate, liquidate, terminate or cancel all outstanding Transactions and determine the Close-out Amount in accordance with Section 7.3.

7.2 Calculation of Close-out Amount. The Close-out Amount shall be determined in good faith by the determining party, taking into account prevailing market conditions, replacement costs, credit exposures, and any payments and deliveries required under market practice for similar transactions.

8. TAXES

8.1 Taxes. All payments by a paying party shall be made free and clear of and without deduction for any Taxes imposed by any jurisdiction; provided that if a paying party is required by applicable law to make any deduction or withholding of Taxes from amounts payable by it, it shall make such deduction or withholding and shall pay such additional amounts as are necessary so that the net amount received by the recipient equals the amount that would have been received had no deduction or withholding been required, except to the extent otherwise expressly provided in a Confirmation.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party shall keep confidential and use only for the purposes of performing its obligations under this Agreement any information received from the other party that is marked or otherwise identified as confidential, except as required by law, regulatory authority, or court order.

10. NOTICES

10.1 Method of Notice. Any notice or communication under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, certified mail (return receipt requested), or by electronic transmission (subject to the receiving party's acceptance). Notices to be provided to a party shall be sent to the party's address set forth below or to such other address as a party may specify by notice to the other.

10.2 Notice Methods Accepted: Hand delivery Overnight courier Electronic transmission

11. ASSIGNMENT

11.1 Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or a successor in connection with a sale or transfer of substantially all of its assets, provided that such assignee assumes the assigning party's obligations.

12. GOVERNING LAW; JURISDICTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to its conflicts of law principles.

Governing Law Selection: State of New York English law Other:

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with all Confirmations and Credit Support Documents delivered in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements concerning the same.

13.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it valid and enforceable while preserving the parties' intent.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

14.2 Waiver. The failure of a party to exercise any right shall not constitute a waiver of such right unless such waiver is executed in writing by the waiving party.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. SCHEDULES; ADDITIONAL PROVISIONS

16. INTERPRETIVE PROVISIONS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. References to "days" mean calendar days unless otherwise specified. References to any law, statute or regulation shall include any successor provision and any rules or regulations issued thereunder.

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