Part 4 Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement:
(i) Address for notices or communications to Party A:
Facsimile No.: 
Telephone No.: 
(For all purposes)
(ii) Address for notices or communications to Party B:
Fax No: 
(b) Process Agent.
Party A appoints as its Process Agent: 
Party B appoints as its Process Agent : 
(c) Offices. The provisions of Section 10(a) will [not] apply to Party A and to Party B.
(d) Multibranch Party. For the purpose of Section 10(c):
Party A is [not a Multibranch Party] [a Multibranch Party and may act through the following Offices: Head Office in , and the branch of ]
Party B is [not a Multibranch Party] [a Multibranch Party and may act through the following Offices: Head Office in , and the branch of ]
(e) “Calculation Agent.”
The Calculation Agent is Party A provided, however, where Party A fails to perform its obligations as Calculation Agent or
where Party B disputes any determination, calculation or estimate which dispute cannot be resolved within twenty-four hours,
then (i) the relevant party shall pay the amount, if any, that is not in dispute and (ii) the parties shall appoint an
independent third party that would qualify as a Reference Market-maker (a Substitute Calculation Agent) to resolve the
dispute the determination of which shall be final and binding absent manifest error. If the parties cannot agree on a Substitute
Calculation Agent, each party shall elect an independent Reference Market-maker and such two Reference Market-maker’s jointly shall appoint
a third Reference Market-maker which shall be deemed to be the “Substitute Calculation Agent”.
(f) “Credit Support Document” means in relation to Party A  in the form attached hereto as Exhibit A.
“Credit Support Document” means in relation to Party B  in the form attached hereto as Exhibit B.
(g) “Credit Support Provider” means in relation to Party A: 
“Credit Support Provider” means in relation to Party B: 
(h) Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of [England].
(i) Netting of Payments. Clause (ii) of Section 2(c) will not apply to any amounts payable with respect to Transactions from the
date of this Agreement.
(j) “Affiliate” has the meaning specified in Section 14.
Part 5 Other Provisions.
(a) Set off.
Section 6 shall be amended by inserting the following provision:
“(f) Set-off. Any amount (the “Early Termination Amount”) payable to one party
(the “Payee”) by the other party (the “Payer”)
under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under
Section 5(b)(iv) has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party
(and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s)
(the “Other Agreement Amount ”) payable (whether at such time or in the future or upon 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(s)
between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favour of, the other party
(and the Other Agreement Amount will be discharged promptly and in all respects to
the extent it is so set-off). 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 Agreement Amount (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, acting in a reasonable manner and
in good faith, to purchase the relevant amount of such currency.
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) shall be effective to create a charge or other security interest. This Section 6(f) 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).”
(b) Confirmations. Party A will deliver to Party B a Confirmation relating to each Transaction.
(c) Interpretation. Reference is made to the 2000 Definitions (the “Definitions”) and the 1998
ISDA FX and Currency Option Definitions (the “FX Definitions”), each as published by the International Swaps and
Derivatives Association, Inc. which are hereby incorporated by reference. Any terms used and not otherwise defined herein which are contained
in the 2000 Definitions or the FX Definitions shall have the meaning set forth therein (without regard to any amendments thereto subsequent
to the date hereof). Any reference in the 2000 Definitions to a Swap Transaction shall be deemed to include a Transaction hereunder. In the event of
any inconsistency between the 2000 Definitions and the FX Definitions, the FX Definitions shall prevail with respect to an FX Transaction or
a Currency Option. In the event of any inconsistency between the provisions of this Agreement
and the 2000 Definitions or the FX Definitions, the provisions of this Agreement shall prevail.
(d) [Section 5(a)(vi) ? Cross Default ? is amended to add the following provision at the end thereof :
provided however, that notwithstanding the foregoing, an Event of Default shall not occur if : (i) the event or condition referred to in (1)
or the failure to pay referred to in (2) is caused by an error or omission of an administrative or operational nature; and (ii)
in respect of (2) (a) funds were available to such party, any Credit support Provider of such party or any applicable Specified Entity
of such party, as the case may be, to enable to make the relevant payment when due and (b) such relevant payment is made within three Local
Business Days after notice of such failure is given to such party, any Credit Support Provider or any applicable Specified Entity of such party,
as the case may be.” ]
(e) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any
party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the
invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement
will not substantially impair the respective benefits or expectations of the parties to this Agreement; provided, however, that this
severability provision shall not be applicable if any provision of Section 2, 5, 6, or 13 (or any definition or provision in Section 14
to the extent that it relates to, or is used in or in connection with any such Section) shall be so held as to be invalid or unenforceable.
(f) Recording of Conversations. Each Party (i) consents to the recording of the telephone conversations between trading,
marketing parties in connection with this Agreement or any potential Transaction and (ii) agrees to obtain any necessary consent of,
and give notice of such recording to, such personnel (iii) agrees, to the extent permitted by law, that recordings may be submitted in
evidence in any Proceedings relating to this Agreement.
(g) Early Termination
Party A commits to provide to Party B upon its request a firm market price for a reduction of the Notional Amount of the Transaction.
If the parties cannot agree, then Party B is entitled to terminate partially or totally any or all the Transactions in respect of this
Agreement at any time. In the event of such early termination, the termination amount shall be calculated according to the provisions of
Section 6(e)(ii)(2)(A) of the Agreement.
(h) Absence of Litigation. The words “or any of its Affiliates” in Section 3(c) is replaced by “Credit Support Provider
or any of its Specified Entity”.
(i) [“Credit Event Upon Merger”. The definition of Section 5(b)(iv) is deleted in its entirety and replaced
by the following:
If “Credit Event Upon Merger” is specified in the Schedule as applying to the party and 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 date of this 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
The creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X shall be considered to be materially weaker,
if the Rating of X or, if applicable, the successor, surviving or transferee entity of X, has fallen below than [ ] with respect to Party B and [ ]
with respect to Party A (or its Credit Support Provider if any) as published by Standard and Poor’s Corporation or below [ ] with respect to Part
B and [ ] with respect to Party A (or its Credit Support Provider if any) as published by Moody's Investors Service, Inc.
For this purpose, dquo;Rating” means in the case of Party A (or its Credit Support Provider if any), the long-term unsecured and unsubordinated
debt or other obligations and, in the case of Party B, the Insurer Financial Strength Rating published by either Standard and Poor’s Corporation
or Moody's Investors Service, Inc, including a rating based only upon public information or, if this rating is not available, the  rating.]
(j) “Transfer” Notwithstanding the provisions of Section 7, Party A may transfer its rights and obligations
under this Agreement including all Transactions thereunder, to any affiliate (a “Transferee”) of ML & Co.,
effective (the “Effective Date”) upon delivery to Party B of both (a) an executed acceptance and assumption by
the Transferee of such transferred rights and obligations of Party A; and (b) an executed guarantee (the “Guarantee”)
of  with respect to obligations of the Transferee, which Guarantee shall constitute a Credit Support Document provided under
this Agreement between the Transferee and Party B. On the Effective Date, any transfer made pursuant to the preceding
sentence will release Party A and Party B from their respective obligations to each other under this Agreement and any Credit Support Provider of its
obligations under any Credit Support Document but only insofar as such obligations under such Credit Support Document relate to the obligations of
Party A or Party B so released, provided that the above mentioned rights of transfer should be exercised only if:
(i) Equivalent Creditworthiness: the Assignee should have a credit rating at least equal to that of Party A and the obligations
of the Assignee must be guaranteed pursuant to a full unconditional guaranty of the guarantee of the Credit Support Provider of Party A;
(ii) No Adverse Tax Consequences: Such transfer does not have any adverse tax consequences for Party B.
(iii) Not Unlawful: It does not become unlawful for either party to perform any obligation under this Agreement as a result of such transfer; and
(iv) No Event of Default : an Event of Default does not occur as a result of such transfer."
(k) “Escrow”. If by reason of the time difference between the cities in which payments are to be made, it is not possible for simultaneous
payments to be made on any date on which both parties are required to make payments hereunder, either party may at its option and in its sole
discretion notify the other party that payments on that date are to be made in escrow. In this case deposit of the payment due earlier on that
date shall be made by 2:00 p.m. (local time at the place for the earlier payment) on that date with an escrow agent selected by the notifying
party provided this escrow agent is independent of either party and shall not be an affiliate of either Party, accompanied by irrevocable payment
instruction (i) to release the deposited payment to the intended recipient upon receipt by the escrow agent of the required deposit of the
corresponding payment from the other party on the same date accompanied by irrevocable payment instructions to the same effect or (ii)
if the required deposit of the corresponding payment is not made on that same date, to return the payment deposited to the party that paid it
in escrow. The party that elects to have payments made in escrow shall pay the costs of the escrow arrangements and shall cause those arrangements
to provide that the intended recipient of the payment due to be deposited first shall be entitled to interest on that deposited payment for each
day in the period of its deposit at the rate offered by the escrow agent for that day for overnight deposits in the relevant currency in the office
where it holds that deposited payment (at 11:00 a.m. local time on that day) if that payment is not released by 5:00 p.m. local time on the date it
is deposited for any reason other than the intended recipient’s failure to make the escrow deposit it is required to make hereunder in a timely fashion."
(l) “Non-Reliance”. Each party represents to the other party (which representation will be deemed to be repeated by each party on each date on which a Transaction is entered into or amended, extended or otherwise modified) that it is acting for its own account, and has made its own independent decisions to enter into this Agreement and any Transaction hereunder and as to whether this Agreement and any Transaction hereunder is appropriate or proper for it based on its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Agreement or any Transaction hereunder, it being understood that information and explanations related to the terms and conditions of this Agreement and any Transaction hereunder shall not be considered investment advice or a recommendation to enter into this Agreement or any Transaction hereunder. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of any Transaction hereunder."