EFTA01581736

Execution copy Part 5 Other Provisions (a) Scope of Agreement. Any Specified Transaction (whether now existing or hereafter entered into) between the parties, the confirmation of which fails by its terms expressly to exclude application of this Agreement, shal be governed by and be subject to this Agreement. My such confirmation shall be a Confirmation., and any such Specified Transaction shall be a. Transaction., for all purposes of this Agreement. (b) Definitions. Unless otherwise specified in a Confirmation, this Agreement and each Transaction between the parties are subject to the 2C00 ISM Definitions as published by the International Swaps and Derivatives Association, Inc. (the '200) Definitions'), and will be governed in all relevant respects by the provisions set forth in the 2000 Definitions, without regard to any amendment to the 2000 Definitions subsequent to the date hereof. The provisions of the 2000 Definitions are incorporated by reference in and shal be deemed a part of this Agreement, except that references in the 2000 Definitions to a 'Swap Transaction' shall be deemed references to a Transaction' for purposes of this Agreement. (c) Confirmations. Each Confirmation shal be substantialy in the form of one of the Exhibits to the 2000 Definitions or in any other form that is published by the International Swaps and Derivatives Association, Inc. Or in such other form as the parties may agree. (d) Independent Reliance. The parties agree to amend Section 3 of this Agreement by the addition of the following provision at the end thereof and marked as subsection (g). "(g) Independent Reliance. It is entering into this Agreement and will enter into each Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other party.' (e) Change of Account. Section 2(b) of this Agreement is hereby amended by the addition of the following after the word "delivery" in the first hie thereof:- "to another account in the same legal and tax jurisdiction as the original account' (f) Escrow Payments. If (whether by reason of the time difference between the cities in which payments are to be made or otherwise) it is not posstle 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 shal be made by 2:00 p.m. (local time at the place for the eerier payment) on that date with an escrow agent selected by the notifying pasty, accompanied by irrevocable payment instructions () 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 00 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 into escrow. The party that elects to have payments made in escrow shal pay all costs of the escrow arrangements. (g) Set-off. Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, al payments under this Agreement will be made without set-off or counterclaim; provided, however, that upon the designation of any Early Termination Date, in addition to and not in limitation of any other right or remedy (includig any right to set-off, counterclaim, or otherwise withhold payment) under applicable law: the Non-defautting Party or the party that is not the Affected Party (in either case, 'X') may, without prior notice to any person, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by the Defaulting Party or Affected Party (in either case, to X or to any Affiliate of X, against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y, and, for this purpose, may convert one currency into another. If any 25 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00061145 EFTA01581736