International Swaps and Derivatives Association, Inc.

ISDA

NOVATION AGREEMENT
dated as of [ ] among: (the "Remaining Party" , . (the "Transferor" A!D . (the "Transferee " ." #he #ransferor and the $emaining %art& have entered into one or more #ransactions [as identified in the attached Anne']( (each an "Old Transaction" , each evidenced )& a *onfirmation (an " Old Confirmation" [attached hereto]+ [s,)-ect to an ISDA [ ]. dated as of [ ] (the "Old Agreement" ]/. [#he $emaining %art& and the #ransferee have entered into an ISDA [ ] (the " Ne [ ]]0. Agreement" dated as of

1ith effect from and incl,ding [[ ] (the " No!ation Date" ]2[each date indicated in the Anne' attached hereto to )e a !ovation Date with respect to a partic,lar 3ld #ransaction (each, a "No!ation Date" ]4 the #ransferor wishes to transfer )& novation to the #ransferee, and the #ransferee wishes to accept the transfer )& novation of, all the rights, lia)ilities, d,ties and o)ligations of the #ransferor ,nder and in respect of each 3ld #ransaction, with the effect that the $emaining %art& and the #ransferee enter into a new transaction (each a "Ne Transaction" )etween them having terms identical to those of each 3ld #ransaction, as more partic,larl& descri)ed )elow. #he $emaining %art& wishes to accept the #ransferee as its sole co,nterpart& with respect to the !ew #ransactions. #he #ransferor and the $emaining %art& wish to have released and discharged, as a res,lt and to the e'tent of the transfer descri)ed a)ove, their respective o)ligations ,nder and in respect of the 3ld #ransactions. Accordingl&, the parties agree as follows: 555 #$ Definitions$

#erms defined in the ISDA 6aster Agreement (6,ltic,rrenc&5*ross 7order as p,)lished in "88( )& the International Swaps and Derivatives Association, Inc., (the " #%%& ISDA Master Agreement" are ,sed herein as so defined, ,nless otherwise provided herein.

" ( + . / 0 4

#he parties ma& wish to consider whether this doc,ment sho,ld address an& credit s,pport arrangements, pre5e'isting or otherwise, and whether an& credit s,pport provider need )e a part&. Delete where Anne' not ,sed. Delete where *onfirmation(s not attached. Insert the title of the relevant ISDA form of agreement. Delete where #ransferor and $emaining %art& do not have an e'ec,ted ISDA form of agreement. Insert the title and date of the relevant ISDA form of agreement or delete the entire statement where #ransferee and $emaining %art& do not have an e'ec,ted ISDA form of agreement. %lease also see note 8 )elow. 1here m,ltiple 3ld #ransactions are )eing novated on different dates, the parties ma& provide for m,ltiple !ovation Dates.

*op&right 9 (::( )& International Swaps and Derivatives Association, Inc.

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Transfer' Release' Disc(arge and )nderta*ings$

1ith effect from and incl,ding the !ovation Date and in consideration of the m,t,al representations, warranties and covenants contained in this !ovation Agreement and other good and val,a)le consideration (the receipt and s,fficienc& of which are here)& ac;nowledged )& each of the parties : (a the $emaining %art& and the #ransferor are each released and discharged from f,rther o)ligations to each other with respect to each 3ld #ransaction and their respective rights against each other there,nder are cancelled, provided that s,ch release and discharge shall not affect an& rights, lia)ilities or o)ligations of the $emaining %art& or the #ransferor with respect to pa&ments or other o)ligations d,e and pa&a)le or d,e to )e performed on or prior to the !ovation Date<, and all s,ch pa&ments and o)ligations shall )e paid or performed )& the $emaining %art& or the #ransferor in accordance with the terms of the 3ld #ransaction= in respect of each !ew #ransaction, the $emaining %art& and the #ransferee each ,nderta;e lia)ilities and o)ligations towards the other and ac>,ire rights against each other identical in their terms to each corresponding 3ld #ransaction (and, for the avoidance of do,)t, as if the #ransferee were the #ransferor and with the $emaining %art& remaining the $emaining %art&, save for an& rights, lia)ilities or o)ligations of the $emaining %art& or the #ransferor with respect to pa&ments or other o)ligations d,e and pa&a)le or d,e to )e performed on or prior to the !ovation Date = and each !ew #ransaction shall )e governed )& [and form part of the !ew Agreement 8] and [the relevant 3ld *onfirmation (which, in con-,nction and as deemed modified to )e consistent with this !ovation Agreement, shall )e deemed to )e a *onfirmation )etween the $emaining %art& and the #ransferee ]2[the #ransferee and the $emaining %art& shall enter into a *onfirmation specif&ing the terms of each !ew #ransaction= provided, however, that an& fail,re of either the #ransferee or the $emaining %art& to enter into s,ch *onfirmations shall not affect the rights and o)ligations of the #ransferor p,rs,ant to this !ovation Agreement] ":, and the offices of the $emaining %art& and the #ransferee for p,rposes of each !ew #ransaction shall )e [ [ ] and [ ], respectivel&]2[as specified in the Anne'] and the office of the #ransferor for p,rposes of the 3ld #ransaction shall have )een [ ][as specified in the Anne']. Re,resentations and -arranties$ (a 3n the date of this !ovation Agreement and on each !ovation Date: (i ?ach of the parties ma;es to each of the other parties those representations and warranties set forth in Section +(a of the "88( ISDA 6aster Agreement with references in s,ch Section to "this Agreement" or "an& *redit S,pport Doc,ment" )eing deemed references to this !ovation Agreement alone. [#he $emaining %art& and the #ransferor each ma;es to the other,]2[and]2[the $emaining %art& and the #ransferee each ma;es to the other,] the representation set forth in Section +() of the "88( ISDA 6aster Agreement, in each case with respect to [the 3ld Agreement]2[or]2[the !ew Agreement], as the case ma& )e, and ta;ing into acco,nt the parties entering into and performing their o)ligations ,nder this !ovation Agreement. ""

()

(c

+$

(ii

< 8 ":

""

3ther apportionments of responsi)ilit& ma& )e desired )& the parties. %lease see section + of the @serAs B,ide with respect to this !ovation Agreement. 1here the $emaining %art& and the #ransferee do not have a governing agreement )etween them, the& ma& wish to delete this paragraph and insert appropriate lang,age s,ch as that set forth in the @serAs B,ide with respect to this !ovation Agreement. #he $emaining %art& and the #ransferee sho,ld consider caref,ll& whether the& will contin,e to rel& on 3ld *onfirmations or enter into !ew *onfirmations. @nder some circ,mstances, the deemed amendment lang,age contained in s,)paragraph (c ma& not )e s,fficientl& specific to achieve the desired res,lt. 3ld *onfirmations ma& re>,ire e'plicit amendment to ade>,atel& serve the p,rposes of the $emaining %art& and the #ransferee. In the a)sence of an 3ld Agreement or a !ew Agreement, delete the related references and consider amending the representation to s,it s,ch contract,al arrangements as do e'ist.

(iii

?ach of the #ransferor and the $emaining %art& represents and warrants to each other and to the #ransferee that [: (A ] it has made no prior transfer (whether )& wa& of sec,rit& or otherwise of [the 3ld Agreement or] an& interest or o)ligation [in or ,nder [the 3ld Agreement or]2[in respect of an& 3ld #ransaction]][.]2[= and as of the !ovation Date, all o)ligations of the #ransferor and the $emaining %art& ,nder each 3ld #ransaction re>,ired to )e performed on or )efore the !ovation Date have )een f,lfilled.]"(

(7

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#he #ransferor ma;es no representation or warrant& and does not ass,me an& responsi)ilit& with respect to the legalit&, validit&, effectiveness, ade>,ac& or enforcea)ilit& of an& !ew #ransaction [or the !ew Agreement] or an& doc,ments relating thereto and ass,mes no responsi)ilit& for the condition, financial or otherwise, of the $emaining %art&, the #ransferee or an& other person or for the performance and o)servance )& the $emaining %art&, the #ransferee or an& other person of an& of its o)ligations ,nder an& !ew #ransaction [or the !ew Agreement] or an& doc,ment relating thereto and an& and all s,ch conditions and warranties, whether e'press or implied )& law or otherwise, are here)& e'cl,ded."+

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Co/nter,arts$ #his !ovation Agreement (and each amendment, modification and waiver in respect of it ma& )e e'ec,ted and delivered in co,nterparts (incl,ding )& facsimile transmission , each of which will )e deemed an original.

0$

Costs and E1,enses$ #he parties will each pa& their own costs and e'penses (incl,ding legal fees inc,rred in connection with this !ovation Agreement and as a res,lt of the negotiation, preparation and e'ec,tion of this !ovation Agreement.

2$

Amendments$ !o amendment, modification or waiver in respect of this !ovation Agreement will )e effective ,nless in writing (incl,ding a writing evidenced )& a facsimile transmission and e'ec,ted )& each of the parties or confirmed )& an e'change of tele'es or electronic messages on an electronic messaging s&stem.

3$

(a

Go!erning 4a $ #his !ovation Agreement will )e governed )& and constr,ed in accordance with the laws of [?ngland] 2 [the State of !ew Cor; witho,t reference to the conflict of laws provisions thereof].

()

5/risdiction$ #he terms of Section "+() of the "88( ISDA 6aster Agreement shall appl& to this !ovation Agreement with references in s,ch Section to "this Agreement" )eing deemed references to this !ovation Agreement alone.

I! 1I#!?SS 1D?$?3E the parties have e'ec,ted this !ovation Agreement on the respective dates specified )elow with effect from and incl,ding [the]2[each] !ovation Date.
"( "+ ?ach cla,se in s,)paragraph (iii sho,ld )e deleted or amended if not fact,all& correct. In the a)sence of an 3ld Agreement, )rac;eted references thereto sho,ld )e deleted. In the a)sence of a !ew Agreement, )rac;eted references thereto sho,ld )e deleted. #he parties to a !ew Agreement ma& wish to review the applica)ilit&, if an&, to this !ovation Agreement, of an& representations and warranties contained therein that ma& )ear on matters of disclos,re and reliance.

(!ame of $emaining %art&

. (!ame of #ransferor

7&: .. !ame: #itle: Date:

7&: .. !ame: #itle: Date:

.. (!ame of #ransferee

7&: !ame: #itle: Date:

6ANNE78 [Identification of 3ld #ransactions to )e discharged] ". 6Old Confirmations]

".

%arties ma& choose to append an Anne' (consider for e'ample the form in the @serAs B,ide with respect to this !ovation Agreement or the 3ld *onfirmations with respect to the 3ld #ransactions to )e discharged.