For the avoidance of doubt, this document is in a non-binding, recommended form.

Its intention is to be used as a starting

point for negotiation only. Individual parties are free to depart from its terms and should always satisfy themselves of the
regulatory implications of its use.

LOAN MARKET ASSOCIATION ("LMA")

STANDARD TERMS AND CONDITIONS FOR PAR AND DISTRESSED

TRADE TRANSACTIONS (BANK DEBT/CLAIMS)

1. APPLICABILITY AND INTERPRETATION

1.1 Applicability
These Conditions apply to a transaction in respect of which:

(a) they are expressly incorporated; and

(b) the Trade Date occurs on or after 27 June 2011 and before the date on which
they are superseded by revised conditions.

1.2 Interpretation
For the purpose of construing these Conditions in relation to a transaction to which
they apply (the "transaction"):

"Agents" means any facility, security or other agent, trustee, representative or co-
ordinator under the Credit Documentation and "Agent" shall be construed accordingly.

"Agent's Expenses" means any costs, liabilities, losses, claims, damages and expenses
incurred by, and any indemnification of, any Agent or any person being a member of a
steering committee, a co-ordinator or otherwise involved in any standstill or other
arrangement in relation to the Borrower(s) for which such Agent or person has
recourse under the Credit Documentation to the Seller but only to the extent
attributable to or applicable by reference to the Purchased Assets or the Purchased
Obligations.

"Agreed Terms" means the terms agreed between the Buyer and the Seller in relation
to the transaction, as evidenced by the Confirmation.

"Ancillary Rights and Claims" means (to the extent that the same are capable of being
or permitted to be assigned, or (in the case of a transaction which settles as a funded
participation or a risk participation) capable of being or permitted to be made the
subject of a funded participation or as the case may be, a risk participation, by the
Seller in contract and under applicable law) all claims, suits, causes of action, and any
other right of the Seller (including where such claims, suits, causes of action or other
rights have been acquired by the Seller from its Predecessor-in-Title), whether known
or unknown, against any Obligor, or any of their respective affiliates, agents,
representatives, contractors, advisors, or any other person that in any way is based
upon, arises out of or is related to assets referred to in paragraph (a) or paragraph (b)
of the definition of Purchased Assets, including all claims (in contract or in tort), suits,

LMA Terms & Conditions 1 27 June 2011

 causes of action, and any other right of the Seller (including where such claims, suits,
causes of action or other rights have been acquired by the Seller from its Predecessor-
in-Title), against any auditor, legal, tax, financial or other professional advisor, or
other person arising under or in connection with the Credit Documentation but
excluding, for the avoidance of doubt, the Seller's rights, title, interest and benefit in,
to and under the Predecessor Transfer Agreements (other than claims, suits, causes of
action and any other rights referred to above that have been acquired by the Seller from
its Predecessor-in-Title).

"Average EURIBOR" means, for the Delay Period, the result of dividing (a) the sum
of all the individual EURIBORs for each day in the period from and including the date
2 Business Days before the Delay Period Commencement Date and to but excluding
the date that is 2 Business Days before the Settlement Date by (b) the total number of
days in such period.

"Average LIBOR" means, for the Delay Period, the result of dividing (a) the sum of
all the individual LIBORs for each day in the period from and including the date 2
Business Days before the Delay Period Commencement Date and to but excluding the
date that is 2 Business Days before the Settlement Date by (b) the total number of days
in such period.

"Benefit Plan" means an "employee benefit plan" (as defined in ERISA) that is subject
to Title I of ERISA, a "plan" as defined in Section 4975 of the Code or any entity
whose assets include (for purposes of United States Department of Labour Regulations
Section 2510.3-101 as modified by Section 3(42) of ERISA or otherwise for purposes
of Title I of ERISA or Section 4975 of the Code) the assets of any such "employee
benefit plan" or "plan".

"Binding Amendment and Debt Restructuring" means:

(a) any amendment or waiver of any term of the Credit Documentation or any
refinancing of the indebtedness of any Borrower under the Credit
Documentation in each case made in accordance with the terms of the Credit
Documentation; or

(b) any rescheduling, restructuring or re-organisation of the indebtedness (or of

any class of the indebtedness) of any Obligor on or after the Trade Date and
up to and including the Settlement Date which satisfies the following tests:

(i) the holders of more than half of that indebtedness or of any class of that
indebtedness participate in or agree to the same; and

(ii) the same arises in relation to any actual or purported insolvency,

payments difficulty, moratorium, exchange control or transfer
restrictions, withholding of foreign currency payments or similar
circumstance.

LMA Terms & Conditions 2 27 June 2011

 "Business Day" means a day (other than a Saturday or Sunday) on which banks are
open for general business in:

(a) London;

(b) the place of the office of each of the Seller and Buyer through which they
perform their respective obligations under the Agreed Terms or the
Transaction Documentation; and

(c)
(i) (in relation to any date for payment of currency other than euro) the
principal financial centre of the country of that currency; or

(ii) (in relation to any date for payment of euro) any TARGET Day.

"Buyer Insolvent Party Amount" has the meaning given to it in paragraph (‎ g) of

Condition ‎3 (Termination).

"Buyer Warranties" means the warranties, representations and indemnities made by,
and the covenants and agreements of, the Buyer in the Agreed Terms.

"Claim" means the Seller's right to prove in the Insolvency Proceedings of any
Obligor in respect of the Traded Portion, together with (to the extent of the Traded
Portion) (i) all the Seller's rights relating to any proof of debt filed or to be filed in
those Insolvency Proceedings and (ii) all the Seller's rights in and to any distribution of
an Obligor's assets by an Insolvency Officer as part of those Insolvency Proceedings.

"Claim Impairment" means (a) any right of any person or authority in respect of the
Purchased Assets or any part thereof, the effect of which is or would be to reduce,
impair or otherwise materially and prejudicially affect the Purchased Assets and the
Purchased Obligations or any part thereof or any guarantee or Collateral thereto; or
(b) any claim or action of any person or authority whatsoever in respect of the
Purchased Assets or any part thereof, the effect of which, if determined adversely, is
or would be to reduce, impair or otherwise materially and prejudicially affect the
Purchased Assets and the Purchased Obligations or any part thereof or any guarantee
or Collateral thereto; or (c) any right of set-off of any person in respect of the
Purchased Assets.

"Claims Trade" means a transaction where the Confirmation executed in relation to

that transaction is substantially in the form of the LMA recommended form of trade
confirmation (claims).

"Code" means the United States Internal Revenue Code of 1986 and the rules and
regulations promulgated under it.

"Collateral" means any property, whether real or personal, tangible or intangible, of

whatever kind and wherever located, whether now owned or hereafter acquired or
created, in or over which an Encumbrance has been, or is purported to have been,
granted to or for the benefit of the Lenders under the Credit Documentation.

LMA Terms & Conditions 3 27 June 2011

 "Confirmation" means the confirmation executed and delivered by the Seller and the
Buyer in relation to the transaction.

"Credit Agreement" means the credit agreement to which the transaction relates as set
out in the applicable Confirmation.

"Credit Documentation" means the Credit Agreement (including all schedules and
appendices to the Credit Agreement), any amendments, supplements, accessions,
waivers or variations to the Credit Agreement and all guarantee, security, intercreditor
and restructuring documentation relating to the Credit Agreement.

"Delay Period" means the period from (and including) the Delay Period
Commencement Date to (but excluding) the Settlement Date.

"Delay Period Commencement Date" means in the case of a Par Trade, the date ten
Business Days after the Trade Date and, in the case of a Distressed Trade, the date
twenty Business Days after the Trade Date.

"Delayed Settlement Compensation" means any amounts payable pursuant to

Condition 1‎ 0.2 (Delayed settlement) (other than pursuant to paragraph (c)(ii) of
Condition ‎10.2 (Delayed settlement)).

"Distressed Trade" means a transaction:

(a) designated as a distressed trade transaction by the Buyer and the Seller in the
Confirmation; or

(b) which is a Claims Trade.

"Early Termination Amount" means the amount determined by the Non-Insolvent

Party pursuant to paragraph ‎(d) of Condition 3‎ (Termination).

"Early Termination Date" means the date on which the transaction is terminated
under paragraph ‎(a) or, as the case may be, ‎(b) of Condition ‎3 (Termination).

"Early Termination Payment Amount" means the Seller Insolvent Party Amount or,
as the case may be, the Buyer Insolvent Party Amount.

"Early Termination Payment Date" means the date specified in the Early
Termination Amount Statement (as defined in Condition ‎3 (Termination)) as being the
date on which the Early Termination Payment Amount(s) must be paid.

"Encumbrance" means any:

(a) mortgage, pledge, lien, charge, hypothecation, security interest or other

encumbrance, security agreement or security arrangement of any kind;

(b) purchase or option agreement or arrangement;

(c) subordination agreement or arrangement; or

LMA Terms & Conditions 4 27 June 2011

 (d) agreements to create or effect any of the foregoing.

"ERISA" means the United States Employee Retirement Income Security Act of 1974
and the rules and regulations promulgated under it.

"EURIBOR" means for any day, the percentage rate per annum determined by the
Banking Federation of the European Union for the offering of deposits in euro for a
period of one month displayed on the appropriate page of the Reuters screen as of
11:00 am (Brussels time) on such day. If the appropriate page is replaced or service
ceases to be available the Seller, acting reasonably, may specify another page or
service displaying the appropriate rate.

"Governmental Authority" means any federal, state or other governmental agency or

body, authority, administrative or regulatory body, arbitrator, court or other tribunal,
foreign or domestic.

"Group" means, in respect of any person, such person and each of its holding
companies and subsidiaries and each subsidiary of each of its holding companies (as
each such term is defined in the Companies Act 2006).

"Insolvency Event" in relation to the Buyer or, as the case may be, Seller means that
the Buyer or, as the case may be Seller:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its
inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit
of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar
official with primary insolvency, rehabilitative or regulatory jurisdiction over it
in the jurisdiction of its incorporation or organisation or the jurisdiction of its
head or home office, a proceeding seeking a judgment of insolvency or
bankruptcy or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors' rights, or a petition is presented for its winding-
up or liquidation by it or such regulator, supervisor or similar official;

(e) institutes or has instituted against it a proceeding seeking a judgment of

insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors' rights, or a petition is presented for
its winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition is instituted or
presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an

order for relief or the making of an order for its winding-up or
liquidation; or

LMA Terms & Conditions 5 27 June 2011

 (ii) is not dismissed, discharged, stayed or restrained in each case within 30
days of the institution or presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to
Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency
proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration
proceeding pursuant to Part 3 of the Banking Act 2009;

(g) has a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional

liquidator, conservator, receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets;

(i) has a secured party take possession of all or substantially all its assets or has a
distress, execution, attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed, discharged,
stayed or restrained, in each case within 30 days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable
laws of any jurisdiction, has an analogous effect to any of the events specified in
paragraphs (a) to (i) (inclusive); or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence, in any of the foregoing acts.

"Insolvency Officer" means any receiver, administrator, liquidator, provisional

liquidator, administrative receiver, trustee, supervisor of a voluntary arrangement,
similar officer appointed pursuant to a scheme of arrangement under section 899 of the
Companies Act 2006 or similar officer appointed under the Insolvency Act 1986 or any
other officer appointed under any other procedure under any law or any jurisdiction of,
or having, similar or analogous powers over all or any of the assets of an Obligor.

"Insolvent Party" has the meaning given to that term in paragraph (a) of Condition 3‎
(Termination).

"Insolvency Proceedings" means receivership, administration, liquidation,

appointment of a provisional liquidator, winding-up, dissolution voluntary
arrangement, scheme of arrangement under section 899 of the Companies Act 2006 or
any insolvency procedure under the Insolvency Act 1986 or any other procedure under
any law of any jurisdiction having a similar or analogous nature or effect.

"Lenders" means the persons originally named as lenders in the Credit Agreement and
their successors and assigns from time to time.

"LIBOR" means for any day, the British Bankers' Association Interest Settlement Rate
for the offering of deposits in the relevant currency for a period of one month

LMA Terms & Conditions 6 27 June 2011

 displayed on the appropriate page of the Reuters screen as of 11:00 a.m. (London time)
on such day. If the appropriate page is replaced or service ceases to be available, the
Seller, acting reasonably, may specify another page or service displaying the
appropriate rate.

"LMA Pricing Panel" means the panel constituted by the LMA from time to time
pursuant to the Pricing Panel Methodology to resolve disputes under paragraph ‎(e) of
Condition ‎22.3 (Buy-in/Sell-Out) or any successor of such panel carrying on
substantially the same function.

"Non-Cash Distribution" means any note, debenture or other financial instrument,

non-cash asset or right, whether debt, equity or otherwise, issued in satisfaction or
purported satisfaction of any obligation of an Obligor to make any payment in respect
of the Traded Portion or any part thereof.

"Non-Insolvent Party" has the meaning given to that term in paragraph (a) of
Condition 3 (Termination).

"Non-Recurring Fees" means any fees that are to be paid to a Lender under the Credit
Documentation (such as, without limitation, amendment, consent or waiver fees) that
are not Recurring Fees in respect of the Traded Portion.

"Obligor" means any Borrower or Guarantor and if more than one, each Borrower or
Guarantor and each other obligor under the Credit Documentation.

"Other Party" means the counterparty to a transaction which is not the Responsible
Party.

"Par Trade" means a transaction:

(a) designated as a par trade transaction by the Buyer and the Seller in the
Confirmation; or

(b) where the Confirmation executed in relation to that transaction is substantially

in the form of the LMA recommended form of trade confirmation (risk
participation).

a "person" includes any individual, firm, company, corporation, government, state or

agency of a state or any association, trust, joint venture, consortium or partnership
(whether or not having separate legal personality).

"PIK Interest" means any paid-in-kind interest, fees or other amounts payable by an
Obligor under the Credit Agreement which are either:

(a) automatically deferred or capitalised; or

(b) deferred or capitalised at the option of any Obligor,

LMA Terms & Conditions 7 27 June 2011

 provided that PIK Interest shall not include any interest, fees or other sums which are
payable by an Obligor under the Credit Agreement in respect of such amounts and
which are not themselves so deferred or capitalised.

"Predecessor-in-Title" means any of the Seller's predecessors-in-title to the Purchased

Assets or the Purchased Obligations or any part thereof.

"Predecessor Transfer Agreements" means all transfer agreements under which (a)
the Seller and (b) any of the Seller's Predecessors-in-Title acquired the Purchased
Assets or any part thereof.

"Pricing Letter" means any letter agreement made or to be made between the Seller
and the Buyer that specifies the calculations for determining the Settlement Amount
with respect to the Purchased Assets.

"Pricing Panel Methodology" means the LMA pricing panel methodology as

published by the LMA at the time of determination of the purchase price under
paragraph (‎ e)‎(iii) of Condition 2‎ 2.3 (Buy-in/Sell-Out).

"PTE" means a prohibited transaction class exemption issued by the United States
Department of Labour.

"Purchased Assets" means any and all of the Seller's rights, title and interest in and
to:

(a) the commitment, advances, other utilisations (including letters of credit),

claims and other rights of the Seller (including to any Non-Cash Distributions
other than Non-Cash Distributions which are to be held by the Buyer as agent
for the Seller pursuant to Condition ‎14.2 (Settled without accrued interest))
included in the Traded Portion of the Seller's participation under or in respect
of the Credit Documentation together with any and all corresponding rights
and benefits under any ancillary guarantee or security relating to the Traded
Portion;

(b) in the case of a Claims Trade, the Claim; and

(c) the Ancillary Rights and Claims,

provided that the Purchased Assets shall not include any of the Seller's rights that are
attributable to the Seller's rights in any capacity other than as a Lender.

"Purchased Obligations" means all of the obligations under the Credit Documentation
expressly assumed or to be assumed by the Buyer from the Settlement Date in
accordance with the provisions of the Transaction Documentation including without
limitation the obligations of the Seller with respect to the Traded Portion but excluding
the Retained Obligations.

LMA Terms & Conditions 8 27 June 2011

 "Recurring Fees" means fees (such as commitment, facility and letter of credit fees
and commissions) that are expressed to accrue by reference to time elapsed in
connection with the Traded Portion in accordance with the Credit Documentation.

"Relevant Participation" means, in the case of a risk participation, the commitment

included in the Traded Portion including any drawn portion of that commitment.

"Relevant Rate" means: (a) in respect of a sum denominated in euros and where
interest under the Credit Documentation in respect of sums denominated in euros is
calculated using the percentage rate per annum determined by the Banking Federation
of the European Union, the Average EURIBOR; and (b) in any other case, the Average
LIBOR.

"Responsible Party" means either the party responsible for preparing the Confirmation
as agreed between the Seller and the Buyer on the Trade Date or the party responsible
for preparing the Transaction Documentation as specified in the Confirmation, as the
context may require.

"Retained Obligations" means, save as otherwise provided in the Agreed Terms, all
obligations of the Seller (a) under the Credit Documentation that relate to facts, events
or circumstances arising or occurring before the Settlement Date, (b) under the
Predecessor Transfer Agreement, (c) that relate to a breach of any of the Seller
Warranties, (d) that arise out of the Seller's bad faith, gross negligence or wilful
misconduct, (e) that arise out of any Predecessor in Title's bad faith, gross negligence
or wilful misconduct, (f) that do not relate to the Purchased Assets or (g) that are
attributable to the Seller's actions or obligations in any capacity other than as a Lender.

"Retained Portion" means, in relation to a facility or, as the case may be, tranche of a
facility specified in the Traded Portion, that part of the commitments, loans and other
utilisations in respect of such facility or, as the case be, tranche that are retained by the
Seller and not included in the Traded Portion.

"Seller Insolvent Party Amount" has the meaning given to it in paragraph (‎ f) of

Condition ‎3 (Termination).

"Seller Representation Date" means:

(a) in relation to each of the representations set out in paragraph (a) (No
acceleration or payment default) of Condition 2‎ 1.3 (Seller's representations –
Par Trades) and paragraphs (d) (No impairment) and (f) (No litigation) of
Condition ‎21.4 (Seller's representations – Distressed Trades), the Trade Date;

(b) in relation to each of the representations set out in paragraphs (b) (No other
documents), (c) (No default), (d) (Alienability), (f) (Seller ERISA) and (g)
(Ancillary Rights and Claims) of Condition ‎21.2 (Seller's representations – all
trades), paragraph (b) (No set-off) of Condition ‎21.3 (Seller's representations
– Par Trades) and paragraphs (a) (Provision of Credit Documentation), (b)
(No connected parties), (c) (No bad acts) and (e) (No funding obligations) of

LMA Terms & Conditions 9 27 June 2011

 Condition 2‎ 1.4 (Seller's representations – Distressed Trades), the Trade Date
and the Settlement Date; and

(c) in relation to each of the representations set out in paragraphs (a)

(Unencumbered title) and (e) (Pricing Letter and PIK Interest) of Condition
‎21.2 (Seller's representations – all trades), the Settlement Date.

"Seller Warranties" means the warranties, representations and indemnities made by,
and the covenants and agreements of, the Seller in the Agreed Terms.

"Settlement Amount" means the amount payable for the Purchased Assets pursuant to
Condition ‎13 (Settlement amount calculation).

"Settlement Date" means the date on which settlement of the transaction occurs.

"Specified Persons" means the LMA, each member of the LMA Pricing Panel and the
Determination Agent (as defined in the Pricing Panel Methodology).

"Successor-in-Title" means any of the Buyer's successors-in-title to the Purchased

Assets or the Purchased Obligations or any part thereof.

"Successor Transfer Agreement" means any transfer agreement under which any of
the Buyer's Successors-in-Title acquires the Purchased Assets or any part thereof.

"TARGET2" means the Trans European Automated Real time Gross Settlement
Express Transfer payment system which utilises a single shared platform and which
was launched on 19 November 2007.

"TARGET Day" means any day on which TARGET2 is open for the settlement of
payments in euro.

"Termination Notice" means a termination notice substantially in the recommended

form of the LMA from time to time or any other form agreed between the Seller and
the Buyer.

"Transaction Documentation" means the documentation required to implement the

transaction (including the agreed Form of Purchase and any Pricing Letter) and,
"Transaction Document" shall be construed accordingly.

1.3 Construction
(a) Unless a contrary indication appears, capitalised terms used in these
Conditions shall have the meaning given to them in the Confirmation.

(b) If the parties agree to enter into a transaction using an electronic medium (for
example an internet website) then the terms applicable to that electronic
medium shall prevail to the extent they are binding on the parties and are
inconsistent with these Conditions.

(c) A provision of law is a reference to that provision as amended or re-enacted.

LMA Terms & Conditions 10 27 June 2011

 (d) Headings are for ease of reference only.

1.4 Agreed Terms prevail

In the case of any inconsistency between the Agreed Terms and these Conditions, the
Agreed Terms shall prevail.

2. CONTRACT POINT

(a) A binding contract for the sale or participation by the Seller to the Buyer of the
Purchased Assets shall come into effect between the Seller and the Buyer upon oral or,
in the absence of such oral agreement, written agreement of the terms on the Trade
Date and shall be documented and completed in accordance with these Conditions.

(b) Without prejudice to the generality of the foregoing, the occurrence before the
Settlement Date of an event of default or potential event of default under the Credit
Documentation, or an event which affects (either adversely or beneficially) the ability
of an Obligor to perform its obligations under the Credit Documentation, shall not
relieve either party of its obligations under the Confirmation.

3. TERMINATION1

(a) Unless otherwise specified in the Agreed Terms or unless paragraph (b)(i) below
applies to the transaction, if at any time on or after the Trade Date and up to and
including the Settlement Date (the "Risk Period"), an Insolvency Event occurs in
relation to a party (the "Insolvent Party"), the other party (the "Non-Insolvent
Party") may at any time after the occurrence of that Insolvency Event which is
continuing deliver a Termination Notice to the Insolvent Party and the transaction shall
be terminated on and with effect from the date specified in such Termination Notice
(being a date no earlier than the date on which delivery of that Termination Notice
becomes effective in accordance with Condition 3‎ 1 (Notices) and no later than 20
Business Days after such date).

(b) If automatic termination on insolvency applies to the Insolvent Party then:

(i) if an Insolvency Event specified in paragraphs (a), (c), (d), (e), (f), (g) and/or
(h) of the definition of Insolvency Event and to the extent analogous thereto,
paragraph (j) thereof occurs at any time during the Risk Period in relation to
that Insolvent Party (whether or not automatic termination on insolvency
applies to the Non-Insolvent Party), the transaction shall in the case of an
Insolvency Event specified in paragraph (a), (c), (f), (g), (h) and, to the extent
analogous thereto, (j) of the definition of "Insolvency Event" be automatically
terminated immediately upon the occurrence of such Insolvency Event (subject
to any grace periods set out in the Agreed Terms) and, in the case of an
Insolvency Event specified in paragraphs (d) and (e) of the definition of

1
Termination on insolvency whether automatic or optional can cause complex legal issues in many jurisdictions
and parties should therefore seek advice as to the legal and practical advantages and disadvantages as well as the
ability to rely on and enforce such termination rights in all relevant jurisdictions.

LMA Terms & Conditions 11 27 June 2011

 Insolvency Event and, to the extent analogous thereto, paragraph (j) thereof,
the termination of the transaction will occur at the time immediately preceding
the institution of the relevant proceeding or, as the case may be, the
presentation of the relevant petition or analogous procedure (subject to any
grace periods set out in the Agreed Terms); and

(ii) if an Insolvency Event specified in paragraphs (b) and/or (i) and, to the extent
analogous thereto, paragraph (j) thereof occurs at any time during the Risk
Period in relation to that Insolvent Party (whether or not automatic termination
on insolvency applies to the Non-Insolvent Party) the transaction shall be
terminated by delivery of a Termination Notice and otherwise in accordance
with paragraph (‎ a) above.

(c) For the purposes of paragraph (b) above, automatic termination on insolvency shall
apply to a party (the "Relevant Party") if either:

(i) the Agreed Terms provide that automatic termination on insolvency shall
apply to that party; or

(ii) the other party has, at any time prior to the occurrence of an Insolvency Event
in relation to the Relevant Party (and whether before or after the Trade Date
and whether in general or specific terms), notified the Relevant Party that
automatic termination on insolvency will apply to the Relevant Party in respect
of the transaction.

(d) If the transaction is terminated in accordance with paragraph ‎(a) or ‎(b) of this
Condition 3‎ (Termination), as soon as reasonably practicable following the Early
Termination Date, the Non-Insolvent Party shall, acting in good faith:

(i) subject to sub-paragraph (iii) below, obtain quotations (indicative or firm)

from at least two broker-dealers each of whom buys and sells loans for itself
and others for a transaction in which the Non-Insolvent Party purchases or, as
the case may be, sells the equivalent of the Traded Portion on substantially the
same terms as the Agreed Terms;

(ii) where quotations have been obtained from at least two broker dealers in
accordance with sub-paragraph (i) above, calculate the average amount of such
quotations;

(iii) if the Non-Insolvent Party reasonably believes that the quotations specified in
sub-paragraph (i) above are not readily available or would not produce a
commercially reasonable result the Non-Insolvent Party will instead calculate
the amount representing the purchase rate for such a transaction using
commercially reasonable procedures to produce a commercially reasonable
result; and

(iv) calculate an amount (the "Early Termination Amount") in respect of each

relevant currency using the same methodology contained in Condition ‎13.1

LMA Terms & Conditions 12 27 June 2011

 (Settlement Amount Calculation) for the Settlement Amount calculation except
that the Purchase Rate shall be the amount calculated in accordance with
paragraph (ii) or, as the case may be, (iii) above, references to Settlement
Date shall be to Early Termination Payment Date and, if the Agreed Terms
specify that the transaction incorporates Delayed Settlement Compensation,
the Delay Period for the purposes of Delayed Settlement Compensation shall
be from (and including) the Delay Period Commencement Date to (but
excluding) the Early Termination Payment Date.

(e) Promptly after calculating the Early Termination Amount(s) in accordance with
paragraph (‎ d) above, the Non-Insolvent Party shall provide the Insolvent Party with a
statement (the "Early Termination Amount Statement") showing in reasonable detail
such calculation (including all relevant quotations) and the calculation of the Early
Termination Payment Amount and specifying the Early Termination Payment Date.
The Early Termination Payment Date shall be no earlier than the date on which
delivery of the Early Termination Amount Statement becomes effective in accordance
with Condition 3‎ 1 (Notices) and no later than the date which is 20 Business Days from
the date of the Early Termination Amount Statement. The Early Termination Amount
Statement shall, in the absence of manifest error, be conclusive evidence of the matters
to which it relates.

(f) If the Seller is the Insolvent Party, the Insolvent Party shall pay to the Buyer on the
Early Termination Payment Date, the amount (if any) (each such amount the "Seller
Insolvent Party Amount") by which each Early Termination Amount exceeds the
relevant Settlement Amount (which, for the purposes of this paragraph ‎(f) shall be
calculated by the Non-Insolvent Party as if the Settlement Date occurs on the Early
Termination Payment Date for the Traded Portion) provided that if the calculation
results in a negative amount, the Non-Insolvent Party shall pay to the Seller the
absolute value of that amount.

(g) If the Buyer is the Insolvent Party, the Insolvent Party shall pay to the Seller on the
Early Termination Payment Date the amount (if any) (each such amount the "Buyer
Insolvent Party Amount") by which each Early Termination Amount is less than the
relevant Settlement Amount for the Traded Portion (which for the purpose of this
paragraph ‎(g) shall be calculated by the Non-Insolvent Party as if the Settlement Date
occurs on the Early Termination Payment Date) provided that if the calculation results
in a negative amount, the Non Insolvent Party shall pay to the Buyer the absolute value
of that amount.

(h) If the Early Termination Payment Amount is not paid on the Early Termination
Payment Date, interest will accrue on that Early Termination Payment Amount from
(and including) the Early Termination Payment Date to (but excluding) the date of
actual payment (both before and after judgment) at a rate per annum which is equal to
the cost (without proof or evidence of any actual cost) to the payee (as certified by it) if
it were to fund or of funding an amount equal to that Early Termination Payment
Amount.

LMA Terms & Conditions 13 27 June 2011

4. CONFIRMATION

(a) Unless otherwise specified in the Agreed Terms, the Responsible Party shall
send to the Other Party a form of Confirmation, duly completed, signed on
behalf of the Responsible Party and substantially in the form most recently
published by the LMA, not later than the close of business on the second
Business Day after the Trade Date and the Other Party shall, unless it has
raised any disagreement pursuant to paragraph (b) below, sign, and return to
the Responsible Party, the Confirmation not later than the close of business on
the second Business Day after delivery of that Confirmation becomes effective
in accordance with Condition 3‎ 1 (Notices).

(b) The Other Party shall immediately after receipt of that Confirmation and, in
any event, not later than the close of business on the second Business Day
after delivery of that Confirmation becomes effective in accordance with
Condition ‎31 (Notices), raise with the Responsible Party any disagreement
with any of the terms of such Confirmation.

5. SALE OF ANCILLARY RIGHTS AND CLAIMS

(a) Pursuant to these Conditions the Seller sells, assigns and conveys to the
Buyer, and the Buyer purchases and accepts, the Ancillary Rights and Claims
with effect from the Settlement Date.

(b) Paragraph (‎ a) above shall not apply to any transaction which settles as a
funded participation or as a risk participation.

6. MANDATORY SETTLEMENT OBLIGATIONS

6.1 Consents and conditions

(a) Each of the Seller and the Buyer shall use its reasonable endeavours to ensure
that any conditions specified in the Agreed Terms are duly fulfilled on or
before the Settlement Date.

(b) Unless otherwise specified in the Agreed Terms, the Seller shall use its
reasonable endeavours to obtain any required third party consents in
connection with the transaction.

6.2 Mandatory settlement

(a) If the Agreed Terms provide that the Form of Purchase for the transaction is a
Legal Transfer then the transaction shall be settled by way of novation or
assignment (as provided in the Agreed Terms) unless:

(i) any condition specified in the Agreed Terms remains unfulfilled on the
proposed Settlement Date; or

(ii) any third party consent required in connection with the transaction has
not been obtained by the proposed Settlement Date or at any time prior

LMA Terms & Conditions 14 27 June 2011

 to the Settlement Date the Seller receives notice that any third party
consent required in connection with the transaction has not been granted,

and in such cases the transaction shall, unless paragraph ‎(b) below applies, be
settled on the terms of a funded participation (using an LMA recommended
form of funded participation with such changes as are mutually agreed
between the parties). If settlement of the transaction cannot be effected by a
funded participation, or if the parties fail to agree on any proposed change to
such LMA recommended form of funded participation, the transaction shall
be settled on the basis of an alternative structure or arrangement mutually
acceptable to the Seller and the Buyer that provides the Seller and the Buyer
with the economic equivalent of the agreed-upon trade (including, for the
avoidance of doubt, cash settlement).

(b) If the Agreed Terms additionally provide "Legal Transfer only", the Seller
and the Buyer shall be under no obligation to settle a transaction by a funded
participation pursuant to paragraph (a) above. In such cases, the Seller and
the Buyer shall instead be obliged to settle the transaction on the basis of an
alternative structure or arrangement mutually acceptable to the Seller and the
Buyer which provides the Seller and the Buyer with the economic equivalent
of the agreed-upon trade (including, for the avoidance of doubt, cash
settlement).

(c) If the Agreed Terms provide that the transaction is to be settled by a funded
participation or by a risk participation, the Seller and the Buyer shall be under
no obligation to settle a transaction by a funded participation or a risk
participation (as the case may be) if any condition specified in the Agreed
Terms remains unfulfilled on the proposed Settlement Date or if any third
party consent required in connection with the transaction has not been obtained
by the proposed Settlement Date or if at any time prior to the Settlement Date
the Seller receives notice that any third party consent required in connection
with the transaction has not been granted. In such cases, the Seller and the
Buyer shall instead be obliged to settle the transaction on the basis of an
alternative structure or arrangement mutually acceptable to the Seller and the
Buyer which provides the Seller and the Buyer with the economic equivalent
of the agreed-upon trade (including, for the avoidance of doubt, cash
settlement).

7. DUE DILIGENCE
7.1 Credit appraisal by Buyer
Unless otherwise specified in the Agreed Terms, the Buyer agrees that it has satisfied
itself as to the creditworthiness of each Obligor and the acceptability of the transaction
prior to the Trade Date and the transaction shall not be conditional upon this.

LMA Terms & Conditions 15 27 June 2011

7.2 Credit Documentation and other information
If the Agreed Terms specify that the Credit Documentation shall be delivered to the
Buyer then:

(a) to the extent that it has not already done so prior to the Trade Date, the Buyer
shall sign and deliver to the Seller at its request a confidentiality agreement in
the form prescribed by the Credit Documentation or, if no such form is so
prescribed, in the then current recommended form of the LMA or such other
form agreed between the Buyer and the Seller; and

(b) subject to receipt of the confidentiality agreement where requested and to all
necessary consents (if any) having been obtained, the Seller shall, if it has not
already done so prior to the Trade Date, provide to the Buyer:

(i) a true and complete copy of the Credit Documentation (that, to the
extent that there is an Agent under the Credit Documentation, the Agent
has made generally available to the Lenders) as promptly as practicable
following the Trade Date and;

(ii) a copy of each notice or other document received by the Seller (in its
capacity either as a Lender or as a buyer under a trade pursuant to which
it has agreed to acquire the Purchased Assets) on or after the Trade Date
and on or before the Settlement Date pursuant to either the Credit
Documentation or that trade as promptly as practicable following receipt
thereof.

8. TRANSACTION DOCUMENTATION

The Responsible Party shall prepare the Transaction Documentation on the agreed basis
and, subject to any relevant condition specified in the Agreed Terms, endeavour to
deliver it to the Other Party within five Business Days after the Trade Date. The
parties shall endeavour to execute the Transaction Documentation and, where
appropriate, provide copies to the Agents as required under the Credit Documentation,
as soon as reasonably practicable after the Trade Date.

9. INSOLVENCY PROCEEDINGS

9.1 Where Insolvency Proceedings involving one or more Obligors have been commenced
as at the Trade Date the Seller shall use its reasonable endeavours to provide the Buyer
as soon as reasonably practicable after the Trade Date copies of any existing proofs of
debt or other claims which have been submitted by or on behalf of the Seller or any
Predecessor-in-Title.

9.2 If no existing proofs of debt or other claims have been submitted by or on behalf of the
Seller or any Predecessor-in-Title, the Seller shall provide the Buyer with such
information within the Seller's possession which the Buyer reasonably requests and
which is reasonably necessary to assist the Buyer in submitting a proof of debt or other

LMA Terms & Conditions 16 27 June 2011

 claim, on account of the Traded Portion, in the Insolvency Proceedings of the relevant
Obligor(s).

9.3 The Seller shall notify the Buyer promptly upon becoming aware of the same of any
Insolvency Proceedings that are commenced against any Obligor following the Trade
Date and prior to the Settlement Date and shall use its reasonable endeavours to
provide the Buyer with any proofs of debt or other claims which, prior to the
Settlement Date, have been submitted by or on behalf of the Seller. The Seller may
redact such proofs of debt or other claims to conceal information which does not relate
to the Traded Portion and which is commercially sensitive to it.

9.4 To the extent that the same is received by the Seller on or prior to the Settlement Date
and to the extent that the Seller is lawfully able to do so without breaching any duty of
confidentiality or other obligation owed to any person, the Seller shall provide copies
to the Buyer of:

(a) any information circulated by an Agent to the Lenders generally which relates
to Insolvency Proceedings which have been commenced against any Obligor;
and

(b) any information received by the Seller in connection with Insolvency

Proceedings which have been commenced against any Obligor where such
Seller has been admitted as a claimant in such Insolvency Proceedings in its
own right and has received such information in its capacity as a claimant in
such Insolvency Proceedings,

including (in each case and without limitation): details of deadlines for the submission
of claims; the status of any notifications to any Insolvency Officer; and the status of
any filings of any proof of debt or other claim against any Obligor relating to the
Purchased Assets.

9.5 If the transaction is a Claims Trade then, unless otherwise specified in the Agreed
Terms, any distribution of an Obligor's assets made on or after the Trade Date in
respect of the Traded Portion by an Insolvency Officer as part of the Insolvency
Proceedings of that Obligor shall be for the account of the Buyer.

10. SETTLEMENT DATE AND PAYMENT

10.1 Settlement date
Unless otherwise specified in the Agreed Terms, the Seller and the Buyer shall use
their reasonable endeavours to settle the transaction as soon as reasonably practicable.

10.2 Delayed settlement

If the Agreed Terms specify that the transaction incorporates Delayed Settlement
Compensation then, if the transaction settles after the Delay Period Commencement
Date, the parties shall pay Delayed Settlement Compensation for each day during the
Delay Period as set out below:

LMA Terms & Conditions 17 27 June 2011

 (a) The Buyer shall pay to the Seller (or if the Seller is required to pay the Buyer
the Settlement Amount pursuant to Condition ‎13 (Settlement Amount
Calculation), the Seller shall pay the Buyer) on the Settlement Date an amount
equal to interest that would accrue for each day during the Delay Period at the
Relevant Rate on an amount in respect of each relevant currency (the
"Original Settlement Amount") (subject to paragraph (b) below) equal to the
Settlement Amount calculated as of the Delay Period Commencement Date
pursuant to Condition ‎13 (Settlement Amount Calculation), but without being
adjusted to take account of:

(i) any applicable recordation, processing, transfer or other fee and Agent's
Expenses; and

(ii) any Delayed Settlement Compensation.

(b) If the Settlement Amount calculated as of the Settlement Date pursuant to

Condition 1‎ 3 (Settlement Amount Calculation) (but without being adjusted to
take account of:

(i) any applicable recordation, processing, transfer or other fee and Agent's
Expenses; and

(ii) any Delayed Settlement Compensation),

differs by a factor of greater than 25 per cent. from the Original Settlement
Amount, then the payment of Delayed Settlement Compensation pursuant to
paragraph (a) above shall be calculated on a daily basis based on the
Settlement Amount calculated pursuant to Condition ‎13 (Settlement Amount
Calculation) on each day during the Delay Period (but without being adjusted
to take account of:

(A) any applicable recordation, processing, transfer or other fee and

Agent's Expenses; and

(B) any Delayed Settlement Compensation).

(c) If "Settled Without Accrued Interest" or "Paid on Settlement Date" or

"Paid on Settlement Date and Discounted from next roll-over date" is
specified in the Agreed Terms, then:

(i) the Seller shall pay the Buyer on the Settlement Date an amount equal to
any interest or Recurring Fees (based on contractual rates, as set forth in
the Credit Documentation) accrued in respect of the Traded Portion (to
include any cash pay interest accrued in respect of PIK Interest
capitalised on the Traded Portion on or after the Trade Date) and
attributable to the Delay Period, whether or not the Seller has received
payment of such amounts from an Obligor unless as at the Settlement
Date any interest or Recurring Fees due and payable to the Seller by the

LMA Terms & Conditions 18 27 June 2011

 relevant Obligor are outstanding beyond any applicable grace period (as
specified in the Credit Documentation as in effect on the Trade Date) or,
if no such grace period exists, for more than 30 days after their
scheduled payment date (as specified in the Credit Documentation as in
effect on the Trade Date). No payment is required pursuant to this sub-
paragraph (i) unless "Settled Without Accrued Interest", "Paid on
Settlement Date" or "Paid on Settlement Date and Discounted from
next roll-over date" is specified in the Agreed Terms;

(ii) if the relevant Obligor does not pay on the scheduled payment date or
within any applicable grace period (each as specified in the Credit
Documentation as in effect on the Trade Date) or, if no such grace
period exists, the expiration of thirty days from such date any interest or
Recurring Fees in an amount equal to which was paid or credited to the
Buyer on the Settlement Date then the Buyer shall, upon demand by the
Seller, pay the Seller an amount equal to such interest or Recurring Fees
that were not paid to the Seller plus interest on such amount (from (and
including) the day the Seller makes payment pursuant to paragraph (i)
above to (but excluding) the day the Buyer makes such payment) at
EURIBOR (in respect of sums denominated in euros) or LIBOR (in
respect of any other sum) (in each case determined on the day the Buyer
makes such payment) applied on a daily basis; and

(iii) if all or part of such interest or Recurring Fees are settled in favour of
the Seller by way of a Non-Cash Distribution, the Seller shall hold such
Non-Cash Distribution as agent of the Buyer and, as soon as practicable
thereafter (but not earlier than the Settlement Date) and to the extent
permitted by the Credit Documentation, have such Non-Cash
Distribution registered in the name of the Buyer (or such other name or
names as the Buyer may reasonably and lawfully require) and until it
does so (but not earlier than the Settlement Date), the Seller shall
account to the Buyer for any income or other sums yielded in respect of
such Non-Cash Distribution. Any transfer or registration fees payable in
connection with the registration of such Non-Cash Distribution shall be
for the account of the Buyer.

10.3 Payment for purchased assets

The action necessary to complete the transaction shall include the payment for the
Purchased Assets on the Settlement Date, unless the transaction is to take effect only as
a risk participation.

10.4 Funded participations

Where the transaction is to take effect as a funded participation, any payment in respect
of the principal amount of the Purchased Assets shall be by way of limited recourse
loan by the Buyer to the Seller on the terms of the applicable Transaction
Documentation.

LMA Terms & Conditions 19 27 June 2011

11. PURCHASE AMOUNT

Unless the Agreed Terms and/or the Credit Documentation otherwise provide, the
amount of the Purchased Assets to be sold or participated by the Seller to the Buyer
shall be allocated pro rata to the facilities provided under the Credit Agreement,
including revolving credit facilities, acceptance credit, letter of credit and term loan
facilities and, within each facility, pro rata to the tranches thereof, if more than one.

12. PERMANENT REDUCTION

(a) Unless the Agreed Terms otherwise provide, permanent commitment

reductions and permanent repayments of principal relating to a facility or, as
the case may be, tranche of a facility specified in the Traded Portion shall be
allocated pro rata as between the Retained Portion and the Traded Portion of
such facility or, as the case may be, tranche of such facility.

(b) The economic benefit of permanent commitment reductions and permanent

repayments of principal applicable to the Purchased Assets under the Credit
Documentation (collectively "Permanent Reductions") shall be treated in
accordance with Condition 1‎ 3 (Settlement Amount Calculation).

(c) In the case of a risk participation, any permanent commitment reductions

relating to the Traded Portion after the Trade Date shall reduce the Relevant
Participation accordingly.

(d) Permanent repayments of principal which occur in respect of the Purchased

Assets (or otherwise) on or after the Trade Date and on or before the
Settlement Date are for the account of the Seller. If on or after the Settlement
Date any such repayments of principal referred to in this paragraph ‎(d) in
respect of the Purchased Assets are paid to the Buyer, the Buyer shall
promptly after receipt pay a corresponding amount to the Seller.

(e) Permanent Reductions shall not include:

(i) any permanent repayment of principal which is satisfied by the issue of a

Non-Cash Distribution; and

(ii) any distribution of an Obligor's assets by an Insolvency Officer as part

of Insolvency Proceedings of that Obligor which discharges (in whole or
in part) any Claim,

and such permanent repayment of principal and such distribution shall be

disregarded when determining the principal amount of the Purchased Assets
funded in any relevant currency as of the Settlement Date for the purposes of
the Settlement Amount calculation set out in Condition 13.1 (Settlement
Amount calculation).

LMA Terms & Conditions 20 27 June 2011

13. SETTLEMENT AMOUNT CALCULATION

13.1 Settlement Amount calculation

The amount payable for the Purchased Assets shall be determined for:

(a) each currency in which the principal amount of the Purchased Assets has been
funded;

(b) the base currency of any portion of the Purchased Assets which is unfunded as
of the Settlement Date; and

(c) the currency of any Non-Recurring Fees received by the Seller on or before
the Settlement Date to which the Buyer is entitled pursuant to the Agreed
Terms,

and shall be equal to the Purchase Rate multiplied by the principal amount of the
Purchased Assets funded in the same currency as of the Settlement Date less:

(i) (100% minus the Purchase Rate) multiplied by the unfunded portion of
the Purchased Assets as of the Settlement Date, where the base currency
of such unfunded portion is the same currency as the principal amount of
the funded portion of the Purchased Assets;

(ii) (100% minus the Purchase Rate) multiplied by any Permanent

Reductions (as defined in Condition ‎12 (Permanent Reduction)) made in
the same currency as the principal amount of the funded portion of the
Purchased Assets and which occur in respect of the Purchased Assets on
or after the Trade Date and on or before the Settlement Date; and

(iii) without double counting, any Non-Recurring Fees received by the Seller
(where the currency of those Non-Recurring Fees is the same currency
as the principal amount of the funded portion of the Purchased Assets)
on or before the Settlement Date to which the Buyer is entitled pursuant
to the Agreed Terms,

adjusted to take account of any Delayed Settlement Compensation and any

applicable recordation, processing, transfer or other fee and Agent's Expenses
which under the Agreed Terms is to be payable by either party in the same
currency as the principal amount of the funded portion of the Purchased
Assets.

If none of the funded portion of the Purchased Assets is denominated in the same
currency as either:

(d) the base currency of any unfunded portion of the Purchased Assets as of the
Settlement Date; or

(e) any Non-Recurring Fees received by the Seller on or before the Settlement
Date to which the Buyer is entitled pursuant to the Agreed Terms,

LMA Terms & Conditions 21 27 June 2011

 the amount payable in respect of the unfunded portion of the Purchased Assets or the
Non-Recurring Fees (as the case may be) shall be determined in accordance with the
preceding provisions of this Condition 1‎ 3.1 but with a zero amount in the currency of
the unfunded portion or the Non-Recurring Fees (as the case may be) in substitution for
the principal amount of the funded Purchased Assets.

13.2 Payments
If the amount payable in respect of any currency is positive it shall be payable by the
Buyer to the Seller; if negative the absolute value of the amount in the relevant
currency shall be payable by the Seller to the Buyer.

14. INTEREST PAYMENTS AND FEES

14.1 Contract rates

All interest and all Recurring Fees are based on contractual rates, as set forth in the
Credit Documentation.

14.2 Settled without accrued interest

(a) Other than where Condition 1‎ 4.4 (Settled without accrued interest/Paid on
Settlement Date (Pro rata)) applies, if "Settled Without Accrued Interest" is
specified in the Agreed Terms then, subject to Condition ‎10.2 (Delayed
settlement), any interest or Recurring Fees (other than PIK Interest) accrued
up to but excluding the Settlement Date (the "Seller's Portion") shall be for
the account of the Seller. Upon receipt by the Buyer of any interest or
Recurring Fees in respect of the Seller's Portion, the Buyer shall promptly
(and, in any event, within two Business Days of receipt) pay to the Seller an
amount equal to the amount of such interest or Recurring Fees except where
payment by the relevant Obligor of such amounts is made (1) after the due
date thereof or the expiration of any applicable grace period, each as specified
in the Credit Documentation as in effect on the Trade Date (or, if no such
grace period exists, the expiration of thirty days from such date), or (2) after a
default in connection with any other payment obligations of such Obligor or
any other Obligor under the Credit Documentation (irrespective of any
subsequent remedy or waiver of such default), in which case such accrued
amounts (if and when paid by the Obligor(s)) and any other accrued amounts
due thereafter shall be for the account of the Buyer and the Seller shall not be
entitled to any part thereof. If, for any reason the Seller receives any such
amounts the Seller shall promptly (and in any case within two Business Days
of receipt) pay the same to the Buyer.

(b) If the Buyer pays any amount to the Seller in accordance with paragraph ‎(a)
above and after the Buyer has made that payment to the Seller, the Agent
under the Credit Agreement invokes any right of clawback under the Credit
Agreement requiring the Buyer to repay, whether directly or through a
Successor-in-Title, the whole or any part of any amounts paid by or through
such Agent to which that payment was attributable, then the Seller shall

LMA Terms & Conditions 22 27 June 2011

 promptly, after demand by the Buyer, repay to the Buyer the whole or a
proportionate part of such payment.

(c) If the Buyer receives a Non-Cash Distribution in respect of the Seller's

Portion which is not attributable to any amounts referred to in items (1) and
(2) of paragraph (a) above, the Buyer shall hold such Non-Cash Distribution
as agent of the Seller and, as soon as practicable thereafter and to the extent
permitted by the Credit Documentation, have such Non-Cash Distribution
registered in the name of the Seller (or such other name or names as the Seller
may reasonably and lawfully require) and until it does so, the Buyer shall
account to the Seller for any income or other sums yielded in respect of such
Non-Cash Distribution. Any transfer or registration fees payable in
connection with the registration of such Non-Cash Distribution shall be for the
account of the Seller. If the Seller receives a Non-Cash Distribution in respect
of amounts that, pursuant to paragraph (a) above, are for the account of the
Buyer, the Seller shall hold such Non-Cash Distribution as agent of the Buyer
and, as soon as practicable thereafter and to the extent permitted by the Credit
Documentation, have such Non-Cash Distribution registered in the name of
Buyer (or such other name or names as the Buyer may reasonably and
lawfully require) and until it does so, the Seller shall account to the Buyer for
any income or other sums yielded in respect of such Non-Cash Distribution.
Any transfer or registration fees payable in connection with the registration of
such Non-Cash Distribution shall be for the account of the Buyer.

14.3 Paid on Settlement Date

(a) Other than where Condition 1‎ 4.4 (Settled without accrued interest/Paid on
Settlement Date (Pro Rata)) applies, if "Paid on Settlement Date" is specified
in the Agreed Terms then subject to Condition ‎10.2 (Delayed settlement), the
Buyer shall pay to the Seller on the Settlement Date an amount equal to the
amount of any interest or Recurring Fees accrued up to but excluding the
Settlement Date in respect of the Purchased Assets (other than PIK Interest).

(b) Other than where Condition ‎14.4 (Settled without accrued interest/Paid on
Settlement Date (Pro Rata)) applies, if, on or after the Settlement Date, any
interest or Recurring Fees accrued up to but excluding the Settlement Date in
respect of the Purchased Assets (other than PIK Interest) are paid to the Seller,
the Seller shall promptly after receipt pay a corresponding amount to the
Buyer.

(c) The Buyer shall have no right of recourse to the Seller in relation to any
amounts paid to the Seller in accordance with paragraph ‎(a) above including,
without limitation, in circumstances where the Buyer does not receive all or
part of any interest or Recurring Fees on their due date or the Agent under the
Credit Agreement invokes any right of clawback under the Credit Agreement.

LMA Terms & Conditions 23 27 June 2011

14.4 Settled without accrued interest/Paid on Settlement Date (Pro Rata)
(a) Subject to paragraph (b) below, if "Settled without Accrued Interest" or
"Paid on Settlement Date" is specified in the Agreed Terms, if under the
terms of the Credit Documentation in relation to a transaction the Seller is to
retain the right to receive its portion of any interest or Recurring Fees,
accrued up to but excluding the Settlement Date in respect of the Purchased
Assets (other than PIK Interest) then, notwithstanding Conditions ‎14.2 (Settled
without accrued interest) and 1‎ 4.3 (Paid on Settlement Date): (a) the Seller
shall be so entitled pursuant to these Conditions; and (b) the Seller shall have
no recourse whatsoever to the Buyer if such interest or Recurring Fees are not
received by it.

(b) Paragraph (a) above shall not apply if the exceptions at items (1) and (2) of
paragraph (a) of Condition ‎14.2 (Settled Without Accrued Interest) apply or if
Condition ‎14.5 (Paid on Settlement Date and Discounted from next roll-over
date) applies.

14.5 Paid on Settlement Date and Discounted from next roll-over date
If "Paid on Settlement Date and Discounted from next roll-over date" is specified in
the Agreed Terms then Condition ‎14.3 (Paid on Settlement Date) shall apply but any
interest or Recurring Fees accrued up to but excluding the Settlement Date in respect of
the Purchased Assets (other than PIK Interest) but which are not payable until the next
roll-over date applicable under the Credit Agreement shall be discounted from such
roll-over date back to the Settlement Date at IBOR (as such rate is calculated in
accordance with paragraph (b) of Condition ‎15 (Breakfunding)) on a simple interest
basis.

14.6 Trades flat

(a) If "Trades Flat" is specified in the Agreed Terms, or (unless the Agreed
Terms specify otherwise) if the transaction is a Claims Trade then any
interest, Recurring Fees or other fees paid by any Obligor on or after the
Trade Date in respect of the Traded Portion shall be for the account of the
Buyer and the Buyer shall not be obliged to make any payment to the Seller in
respect of interest, Recurring Fees or any other fees, either on the Settlement
Date or on receipt of any such interest, Recurring Fees or other fees. If the
Seller receives any interest, Recurring Fees or other fees which are for the
account of the Buyer, the Seller shall promptly (and, in any event, within two
Business Days of receipt but not earlier than the Settlement Date) pay the
same to the Buyer.

(b) If any interest, Recurring Fees or other fees are settled in favour of the Seller
by way of a Non-Cash Distribution, the Seller shall hold such Non-Cash
Distribution as agent of the Buyer and, as soon as practicable thereafter (but
not earlier than the Settlement Date) and to the extent permitted by the Credit
Documentation, have such Non-Cash Distribution registered in the name of
the Buyer (or such other name or names as the Buyer may reasonably and

LMA Terms & Conditions 24 27 June 2011

 lawfully require) and until it does so (but not earlier than the Settlement Date),
the Seller shall account to the Buyer for any income or other sums yielded in
respect of such Non-Cash Distribution. Any transfer or registration fees
payable in connection with the registration of such Non-Cash Distribution
shall be for the account of the Buyer.

14.7 PIK Interest

(a) Subject to the Agreed Terms, all PIK Interest shall be allocated on a 'trades
flat' basis as follows (regardless of how cash interest and Recurring Fees are
allocated):

(i) PIK Interest that is capitalised prior to the Trade Date shall be included
in the Traded Portion and shall be treated as part of the funded principal
amount of the Purchased Assets for the purposes of Condition 1‎ 3
(Settlement Amount Calculation);

(ii) PIK Interest that is capitalised on or after the Trade Date shall be for the
account of the Buyer for no additional consideration; and

(iii) PIK Interest that has accrued but has not yet been capitalised as of the
Settlement Date shall be for the account of the Buyer upon capitalisation
for no additional consideration.

(b) Any interest or Recurring Fees (other than PIK Interest) which accrue(s) on
PIK Interest shall be treated in accordance with Conditions ‎14.1 (Contract
rates) to ‎14.6 (Trades flat) and Conditions 14.8 (Partial interest payments) to
14.11 (Payment from obligor to be received first) to the extent that those
Conditions apply to the transaction.

14.8 Partial interest payments

Partial payments of interest shall be applied to payment dates pro rata to the amounts
due on such payment dates (unless otherwise specified in the Credit Documentation).

14.9 Upfront fee

Any Upfront Fee shall be paid on the Settlement Date in the amount and by the party
specified in the Agreed Terms.

14.10 Allocation of interest and fees

Unless these Conditions otherwise provide (and save where the transaction is to take
effect as a risk participation only) or, in the case of paragraph (a) below, unless
Condition 1‎ 4.4 (Settled without accrued interest/Paid on Settlement Date (Pro Rata))
applies:

(a) any interest or Recurring Fees (other than PIK Interest) shall, to the extent
they accrue in respect of the period before (and not including) the Settlement
Date, be for the account of the Seller and, to the extent they accrue in respect
of the period after (and including) the Settlement Date, be for the account of
the Buyer; and

LMA Terms & Conditions 25 27 June 2011

 (b) all Non-Recurring Fees shall, to the extent attributable to the Traded Portion
in accordance with the Credit Documentation and payable, paid or capitalised
on or after the Trade Date, be for the account of the Buyer.

14.11 Payment from obligor to be received first

(a) The Seller shall not be obliged to make any payment of interest, Recurring
Fees or other fees or account for any Non-Cash Distribution to the Buyer
under Condition 1‎ 4.2 (Settled without accrued interest) or Condition ‎14.6
(Trades flat) unless and until it has first received payment or such Non-Cash
Distribution from the relevant Obligor or, if the Seller is not a lender of
record in respect of the Traded Portion, its Predecessor-in-Title, provided
that:

(i) the Seller shall enforce its rights against its Predecessor-in-Title and take
all steps reasonably available to it to recover any sums (including Non-
Cash Distributions) due to the Seller from and unpaid or unissued by its
Predecessor-in-Title under its Predecessor Transfer Agreement as if, in
spite of the transaction specified in the Agreed Terms, the Seller
remained the sole legal and beneficial owner of any interest, Recurring
Fees, other fees or Non-Cash Distributions payable or due in respect of
the Traded Portion; and

(ii) the Seller shall be obliged to make payment of interest, Recurring Fees
or other fees and account for the benefit of any Non-Cash Distributions
to the Buyer under Condition 1‎ 4.2 (Settled without accrued interest) or
Condition 1‎ 4.6 (Trades flat) in respect of any amounts paid or Non-Cash
Distributions issued by the relevant Obligor but not received by the
Seller if the cause of non-receipt or any shortfall in receipt by the Seller
arises from any limitation in the terms of its Predecessor Transfer
Agreement regarding the Seller's entitlement to such sums (including
Non-Cash Distributions) which does not form part of the Agreed Terms
with the Buyer.

(b) The Buyer shall not be obliged to make any payment of interest, Recurring
Fees or other fees or account for any Non-Cash Distribution to the Seller
under Condition ‎14.2 (Settled without accrued interest) unless and until it has
first received payment or such Non-Cash Distribution from the relevant
Obligor or, if the Buyer is not a lender of record in respect of the Traded
Portion, its Successor-in-Title, provided that:

(i) the Buyer shall enforce its rights against its Successor-in-Title and take
all steps reasonably available to it to recover any sums (including Non-
Cash Distributions) due to the Buyer from and unpaid or unissued by its
Successor-in-Title under its Successor Transfer Agreement as if, in spite
of the transaction specified in the Agreed Terms, the Buyer was the sole
legal and beneficial owner of any interest, Recurring Fees, other fees or

LMA Terms & Conditions 26 27 June 2011

 Non-Cash Distributions payable or due in respect of the Traded Portion;
and

(ii) the Buyer shall be obliged to make payment of interest, Recurring Fees
or other fees and account for the benefit of any Non-Cash Distributions
to the Seller under Condition 1‎ 4.2 (Settled without accrued interest) in
respect of any amounts paid or Non-Cash Distributions issued by the
relevant Obligor but not received by the Buyer if the cause of non-
receipt or any shortfall in receipt by the Buyer arises from any limitation
in the terms of its Successor Transfer Agreement regarding the Buyer's
entitlement to such sums (including Non-Cash Distributions) which does
not form part of the Agreed Terms with the Seller.

15. BREAKFUNDING

(a) Unless the Agreed Terms specify otherwise, no breakfunding compensation

shall be paid for settlement of any transaction under these Conditions.

(b)
(i) If this is a Par Trade and if the Agreed Terms specify that breakfunding
compensation applies to the transaction and that this paragraph (b) will
apply to the transaction then, in relation to each funded portion of the
Purchased Assets, the Seller and the Buyer shall agree upon the relevant
IBOR.

(ii) For the purposes of this paragraph (b) and each funded portion of the
Purchased Assets:

(A) "IBOR" means the Interbank Offered Rate which shall be

calculated, where necessary, by interpolating on a linear basis
between the rate quoted in respect of the longest period (for which
a rate is quoted) which is less than the Relevant Period and that
quoted in respect of the shortest period (for which a rate is quoted)
which exceeds the Relevant Period on the appropriate Reuters
screen specified by the Seller (or if there is no Reuters screen,
such other appropriate screen as the Seller may specify) at or about
11.00 a.m. (local time) on the date upon which quotations would
ordinarily be given by prime banks in the relevant interbank
market for deposits in the relevant currency for delivery on the
Settlement Date for the Relevant Period; and

(B) "Relevant Period" means the period from the Settlement Date to
the next roll-over date applicable under the Credit Agreement for
that funded portion.

(iii) With respect to any such funded portion, if IBOR is higher than the
relevant funding rate in effect for that funded portion under the Credit
Agreement on the Settlement Date (the "Relevant IBOR Rate") then the

LMA Terms & Conditions 27 27 June 2011

 Seller will pay to the Buyer on the Settlement Date an amount equal to
interest on the amount of such funded portion at the rate which is the
difference between IBOR and the Relevant IBOR Rate for the Relevant
Period.

(iv) With respect to any such funded portion, if IBOR is lower than the
Relevant IBOR Rate then the Buyer will pay to the Seller on the
Settlement Date an amount equal to interest on the amount of such
funded portion at the rate which is the difference between IBOR and the
Relevant IBOR Rate for the Relevant Period.

16. AGENT'S EXPENSES

16.1 The Seller shall be responsible for and shall promptly pay any Agent's Expenses
incurred or arising under or in connection with the Credit Documentation which are
chargeable to the period up to but excluding the Settlement Date or, if Trades Flat is
specified in the Agreed Terms, the Trade Date (except for, in each case, any fee or
other amount referred to in Condition 1‎ 7 (Transfer Costs) below arising in connection
with this Agreement), and shall, without limiting the generality of the foregoing,
promptly pay on demand such Agent's Expenses attributable to the Purchased Assets or
Purchased Obligations which have accrued but have not yet been billed or invoiced
prior to the Settlement Date or, if Trades Flat is specified in the Agreed Terms, the
Trade Date.

16.2 The Buyer shall be responsible for and shall promptly pay all other Agent's Expenses.

17. TRANSFER COSTS

17.1 Transfer fees

(a) The Buyer shall pay any recordation, processing, transfer or similar fee
payable to the Agent under the Credit Documentation in connection with the
transaction. Such fee shall be paid by the Buyer to the Agent on the date upon
which such fee is payable under the Credit Documentation;

(b) If the Agreed Terms provide that all or part of such fee is to be payable by the
Seller, the Seller shall pay to the Buyer an amount equal to the whole or such
part of that fee on that date.

17.2 Stamp taxes

Unless otherwise specified in the Agreed Terms any stamp duties, stamp duty reserve
tax and any other applicable transfer taxes and duties (including notarial fees) and any
costs attributable to the transfer or perfection of Collateral are payable by the Buyer.

18. COSTS AND EXPENSES

Unless otherwise specified in the Agreed Terms, each of the Buyer and the Seller shall
pay its own respective costs and expenses (including legal expenses) in connection with
the transaction. The Buyer shall be responsible for any costs, fees and expenses in
respect of the Purchased Assets that are chargeable under the terms of the Credit

LMA Terms & Conditions 28 27 June 2011

 Documentation to any period after Settlement Date or, if Trades Flat is specified in the
Agreed Terms, the Trade Date.

19. PRINCIPAL/AGENCY STATUS

19.1 Principal or agent

Each of the Buyer and the Seller shall indicate whether it is acting as a principal or an
agent in the transaction.

19.2 Principal
A Buyer or Seller that holds itself out as a "principal" is directly liable for the
completion of the transaction.

19.3 Agent
(a) A Buyer or Seller that holds itself out to its counterparty as an "agent" acts on
behalf of one or more principals to the transaction and is not itself a party to
the transaction.

(b) A Buyer or Seller that holds itself out as an agent:

(i) is not liable to its counterparty for the successful completion of the
transaction; and

(ii) shall have no liability or obligation to its counterparty in connection with

the transaction other than (a) in circumstances where it does not have
authority to bind its principal(s) to the transaction or (b) pursuant to any
confidentiality agreement entered into by it in connection with the
transaction.

(c) Notwithstanding the provisions contained in paragraph (‎ b) above, a Buyer or

Seller that holds itself out to its counterparty as an agent represents to its
counterparty its authority to bind its principal(s) to the transaction (which
principal(s) shall be bound as if it/they were named as "Buyer" or "Seller" as
the case may be) and shall provide the counterparty with evidence of that
authority if requested to do so.

20. NON-RELIANCE AND INDEPENDENT INVESTIGATION

20.1 Acknowledgement
Each party acknowledges to the other that:

(a) it is a sophisticated Buyer or Seller (as the case may be) with respect to the
transaction; and

(b) it has such information as it deems appropriate under the circumstances

(however obtained), concerning for example the business and financial
condition of the Obligor(s) under the Credit Documentation, to make an
informed decision regarding the transaction.

LMA Terms & Conditions 29 27 June 2011

20.2 Independent investigation
Each of the Buyer and the Seller hereby agrees that it has made its own independent
analysis and decision to enter into the transaction, based on such information as it has
deemed appropriate under the circumstances, and without reliance on the other party
(except for reliance on any express representation made by the other party in the
Agreed Terms, pursuant to these Conditions or in the Form of Purchase).

20.3 Exclusion of liability

Except only as otherwise specified in the Agreed Terms (including Condition 2‎ 1
(Representations and Undertakings)) or expressly set out in the Form of Purchase, the
Seller does not make, and the Buyer does not rely upon, any representation, warranty
or condition (express or implied) about, and the Seller shall have no liability or
responsibility to the Buyer for:

(a) the effectiveness, validity or enforceability of the Credit Documentation (other

than against the Seller by reason of any lack of authority or capacity of, or due
execution by, the Seller), or other documentation delivered by the Seller to the
Buyer or any of the terms, covenants or conditions contained in the Credit
Documentation or other documentation; or

(b) any non-performance by any party to the Credit Documentation (other than the
Seller) or other documentation; or

(c) the financial condition, status or nature of any Obligor under the Credit
Documentation.

20.4 No Obligation to repurchase

The Seller and the Buyer agree that:

(a) the Seller shall have no obligation to repurchase or reacquire all or any part of
the Purchased Assets from the Buyer or to support any losses directly or
indirectly sustained or incurred by the Buyer for any reason whatsoever,
including the non-performance by any Obligor of its obligations under the
Credit Documentation; and

(b) any rescheduling or renegotiation of the Purchased Assets that occurs on or

after the Trade Date shall be for the account of, and the responsibility of, the
Buyer, who will be subject to the rescheduled or renegotiated terms and
subject to, in the case of any Binding Amendment and Debt Restructuring,
Condition ‎25 (Binding Amendment and Debt Restructuring); and

(c) paragraph ‎(a) above is without prejudice to the Buyer's rights under Condition
‎22.1 (Seller's Indemnity) or under any indemnity given by the Seller to the
Buyer in the Transaction Documentation.

20.5 Material information

Each of the Buyer and Seller acknowledges and agrees that:

(a) the other may possess material information not known to it; and

LMA Terms & Conditions 30 27 June 2011

 (b) the other shall have no liability and no action or proceedings may be taken
with respect to the non-disclosure of any such information except to the extent
that such information renders inaccurate an express representation made
pursuant to the Agreed Terms or these Conditions by the party possessing
such information.

21. REPRESENTATIONS AND UNDERTAKINGS

21.1 Mutual representations

Each of the Buyer and the Seller as of the Trade Date and the Settlement Date
represents and undertakes to the other that:

(a) Due incorporation: it is duly organised and validly existing under the laws of
the jurisdiction in which it is incorporated;

(b) Power: it has the power to enter into the transaction and to execute and deliver
the Confirmation and the Transaction Documentation;

(c) Binding obligations: its obligations in relation to the transaction constitute

legal, valid, binding and enforceable obligations (subject to applicable
bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability, to equitable
principles of general application);

(d) Broker fee: no broker, finder or other person acting pursuant to the
instructions of one party is entitled to any broker's fee or other commission in
connection with the transaction for which the other party may be responsible;
and

(e) No Governmental Authority approval: other than as specified in the

Confirmation, no notice to, registration with, consent or approval of or any
other action by any relevant Governmental Authority is or will be required for
it to execute, deliver, and perform its obligations under the Agreed Terms.

21.2 Seller's representations – all trades

The Seller represents to the Buyer as of the Seller Representation Date that:

(a) Unencumbered title: it is the sole legal and beneficial owner of, and has good
title to, the Purchased Assets and the Purchased Obligations, free and clear of
any Encumbrance save for such Encumbrances as may be contained in any of
the Credit Documentation and it conveys the Purchased Assets with full title
guarantee (but excepting any Encumbrance contained in any of the Credit
Documentation) and it has not made any prior sale, transfer or sub-
participation of its interest in the Purchased Assets which is subsisting;

(b) No other documents: other than the Credit Documentation, there are no other
documents executed by it or any of its Predecessors-in-Title which would
materially and adversely affect the Purchased Assets or the Purchased
Obligations and (other than the Confirmation and as contemplated by the

LMA Terms & Conditions 31 27 June 2011

 Confirmation) neither it nor, any of its Predecessors-in-Title has executed any
Credit Documentation or documents relating to the Credit Documentation
which have not also been executed by or on behalf of the Lenders (of the same
class as the Seller and its Predecessors-in-Title) generally;

(c) No default: neither it nor any of its Predecessors-in-Title is in default of any of

its or their obligations in relation to the Purchased Assets;

(d) Alienability: subject to the obtaining of any necessary consents, licenses and
authorisations, all rights and benefits (including proprietary rights under any
relevant security documentation) and, where applicable, all obligations under
the Credit Documentation which the parties have agreed will be novated,
assigned or otherwise effectively transferred or participated to the Buyer
pursuant to the transaction are capable of being so novated, assigned or
otherwise transferred or participated;

(e) Pricing Letter and PIK Interest: the amounts utilised in calculating the
Settlement Amount for the Purchased Assets in the Pricing Letter are true and
correct as of the date thereof and any PIK Interest that was capitalised to the
principal amount of the Purchased Assets on or after the Trade Date but on or
prior to the Settlement Date is specified in the Pricing Letter and is a
proportionate share of the PIK Interest that was capitalised to its participation
under or in respect of the tranche or facility from which the relevant Traded
Portion derives;

(f) Seller ERISA: either (a) no interest in the Purchased Assets is being sold by or
on behalf of a person who is one or more Benefit Plans or (b) the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class
exemption for certain transactions determined by independent qualified
professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a
class exemption for certain transactions involving insurance company pooled
separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds), and PTE 96-23 (a class
exemption for certain transactions determined by in-house asset managers) is
applicable with respect to the sale of the Purchased Assets;

(g) Ancillary Rights and Claims: none of the terms of any transfer agreements
under which (a) the Seller and (b) any of the Seller's Predecessors-in-Title
acquired the Purchased Assets or any part thereof under a Distressed Trade
(having a trade date on or after 1 February 2008) or under a Par Trade
(having a trade date on or after 25 January 2010) has the effect of limiting the
scope of, or otherwise reserving to the Predecessors-in-Title which is selling,
any of the Ancillary Rights and Claims assigned by any Predecessor-in-Title
to its immediate successor-in-title in any material respect when compared to
the definition of Ancillary Rights and Claims contained in Condition ‎1.2
(Interpretation) and either (1) the terms of their assignment under paragraph

LMA Terms & Conditions 32 27 June 2011

 (‎ a) of Condition ‎5 (Sale of Ancillary Rights and Claims) as in effect on the
Trade Date or (2) if the Seller and the Buyer have agreed in the applicable
Confirmation to settle the transaction as a Funded Participation or as a Risk
Participation, the terms on which the Ancillary Rights and Claims are sub-
participated to the Buyer under the terms of the applicable LMA Funded
Participation or, as the case may be, under the terms of the LMA Risk
Participation (Par), in each case, as in effect on the Trade Date;

21.3 Seller's representations – Par Trades

If this is a Par Trade the Seller represents to the Buyer as of the Seller Representation
Date that:

(a) No acceleration or payment default: so far as it is aware, no decision has been

taken by the Lenders to accelerate or enforce their rights under the Credit
Documentation and no amount of principal or interest is due and unpaid under
the Credit Documentation; and

(b) No set-off: the Purchased Assets are free from any rights of set-off in favour
of any Obligor.

21.4 Seller's representations – Distressed Trades

if this is a Distressed Trade the Seller represents to the Buyer as of the Seller
Representation Date that:

(a) Provision of Credit Documentation: except where the parties have agreed in
the Agreed Terms that the Buyer will not be provided with the Credit
Documentation, it has provided to the Buyer (i) the Credit Agreement and all
intercreditor agreements, subordination agreements and material waivers and
amendments executed in connection therewith in each case as currently in
effect and (ii) any other Credit Documentation reasonably requested by the
Buyer;

(b) No connected parties: neither it nor any of its Predecessors-in-Title is or has

been at any time "connected" with any Obligor as such term is used in the
Insolvency Act 1986 (or any similar provision in any relevant jurisdiction);

(c) No bad acts: neither it nor any of its Predecessors-in-Title has engaged in any
acts or conduct, or made any omissions, independently of the other Lenders
(or, if this is a Claims Trade, of other creditors of the Obligors holding claims
of a similar nature to the Traded Portion) that would result in the Buyer
receiving proportionately less payments or distributions or less favourable
treatment in respect of the Purchased Assets or Purchased Obligations than
any other Lender holding advances or a participation (of a similar nature to
the Traded Portion) and similar claims under the Credit Documentation (or, if
this is a Claims Trade, than such other creditors) or result in any Purchased
Assets, or any part thereof, being subject to a Claim Impairment and, in
particular, neither it nor any of its Predecessors-in-Title has set off any

LMA Terms & Conditions 33 27 June 2011

 amounts against the Purchased Assets and no rights of set-off of, or against it
or (to the best of its knowledge) its Predecessors-in-Title exist which will
permit any set off of, or against it or, (to the best of its knowledge its
Predecessors-in-Title) or counterclaim against the Purchased Assets;

(d) No impairment: neither it nor, any of its Predecessors-in-Title has received

any notice and it is not otherwise to the best of its knowledge aware that the
Purchased Assets or any portion thereof or any guarantees or Collateral or any
of the Credit Documentation are subject to any Claim Impairment or are
invalid or void;

(e) No funding obligations: it has no obligations to make loans or advances or

other extensions of credit or to provide any other facility or financial
accommodation under or in accordance with the Credit Agreement which will
be transferred to the Buyer hereunder other than the Purchased Obligations
and it has no other liabilities or obligations in respect of the Purchased Assets
other than Agent’s Expenses; and

(f) No litigation: no proceedings of or before any Governmental Authority have

been commenced or, to the best of its knowledge, are threatened against it or
any of its Predecessors-in-Title which would adversely affect the Purchased
Assets, the Purchased Obligations or any of the rights of the Buyer under any
of the Transaction Documentation.

21.5 Buyer's representations and undertaking

As of the Trade Date and the Settlement Date the Buyer represents and (in the case of
paragraph (a) below) undertakes to the Seller that:

(a) Use of information: it will not use any information received by it from the
Seller in relation to the Obligors or the Purchased Assets for any unlawful
purpose or in breach of any confidentiality agreement entered into by it in
connection with the transaction; and

(b) Buyer ERISA: either (a) no interest in the Purchased Assets is being acquired
by or on behalf of a person who is, or at any time while the Purchased Assets
are held thereby will be, one or more Benefit Plans or (b) the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class
exemption for certain transactions determined by independent qualified
professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a
class exemption for certain transactions involving insurance company pooled
separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds), and PTE 96-23 (a class
exemption for certain transactions determined by in-house asset managers) is
applicable with respect to the purchase and holding of the Purchased Assets
and the exercise of the Buyer's rights thereunder.

LMA Terms & Conditions 34 27 June 2011

21.6 Additional representations and warranties

If the Agreed Terms specify that the transaction shall incorporate other additional
representations and warranties, such additional representations and warranties shall be
annexed to the Confirmation and shall thereby be incorporated in the transaction. All
such additional representations and warranties shall be in addition to those set out in
this Condition 2‎ 1 (Representations and Undertakings).

21.7 Survival of representations

All express representations made by the parties pursuant to the Agreed Terms and these
Conditions shall survive the execution and delivery of the Transaction Documentation
and consummation of the transactions contemplated therein.

22. DEFAULT, INDEMNITIES AND BUY-IN/SELL-OUT

22.1 Seller's Indemnity

The Seller shall indemnify, defend and hold the Buyer and its officers, directors and
employees and agents harmless from and against any liability, claim, cost, loss,
damage or expense (including, without limitation, reasonable legal fees and
disbursements and VAT thereon), or judgments which they (or any of them) incur or
suffer as a result of:

(a) the Seller's breach of any of the provisions of the Agreed Terms or the
Transaction Documentation unless the Buyer has been compensated pursuant
to paragraph (‎ j) of Condition ‎22.3 (Buy-in/Sell-out) in respect of such breach;
or

(b) the breach of any of the Seller Warranties; or

(c) the failure by the Seller to perform any of its obligations under the Credit
Documentation during the period prior to the Settlement Date; or

(d) any obligation of the Buyer, in whole or in part, to disgorge or reimburse any
party or entity for, payments or property received, effected by or applied by
the Buyer or the Seller for the account of the Seller or any of its Predecessors-
in-Title under or in connection with the Purchased Assets (save in the case of
an obligation of the Buyer, where such obligation arose from a breach of the
Buyer Warranties).

22.2 Buyer's Indemnity

The Buyer shall indemnify, defend and hold the Seller and its respective officers,
directors, employees and agents harmless from and against any liability, claim, cost,
loss, damage or expense (including, without limitation, reasonable legal fees and
disbursements and VAT thereon) or judgments which they (or any of them) incur or
suffer as a result of:

(a) the Buyer's breach of any of the provisions of the Agreed Terms or the
Transaction Documentation unless the Seller has been compensated pursuant

LMA Terms & Conditions 35 27 June 2011

 to paragraph (‎ k) of Condition ‎22.3 (Buy-in/Sell-out) in respect of such breach;
or

(b) the breach of the Buyer Warranties by the Buyer; or

(c) the failure by the Buyer to perform any of the Purchased Obligations from the
Settlement Date; or

(d) any obligation of the Seller, in whole or part, to disgorge or reimburse any
party or entity for, payments or property received, effected by or applied by
the Seller or the Buyer for the account of the Buyer under or in connection
with the Purchased Assets (save in the case of an obligation of the Seller,
where such obligation arose from a breach of the warranties of the Seller
under the Credit Agreement or the Seller Warranties or from a corresponding
breach by any Predecessor-in-Title).

22.3 Buy-in/Sell-out
(a) Unless the Agreed Terms specify that Buy-in/Sell-out damages do not apply to
this transaction, if this is a Par Trade and if paragraphs (e)(v) and (vi) of
Condition ‎22.3 (Buy-in/Sell-out) and Condition ‎30 (Third Party Rights) of the
LMA Standard Terms and Conditions for Par and Distressed Trade
Transactions (Bank Debt/Claims) are incorporated into the transaction in
identical terms, this Condition ‎22.3 shall apply to the transaction.

(b) If the transaction is not settled on or before the date that is 60 Business Days
after the Trade Date (the "Trigger Date") because either party fails to
perform its Settlement Delivery Obligations (as defined below) to the other
party on or before the Trigger Date, subject to paragraph ‎(i)‎(i) of this
Condition 2‎ 2.3, the other party (the "non-defaulting party") may, at any time
thereafter, give written notice (the "Buy in/Sell out Notice") to that party (the
"defaulting party") of its intention to terminate its obligations in respect of
the transaction and to effect a Substitute Transaction (as defined below) in
respect of the Traded Portion. The Buy-in/Sell-out Notice shall be
substantially in the form published by the LMA as at the Trade Date. The
defaulting party shall promptly acknowledge receipt of the Buy-in/Sell-out
Notice but a failure to do so shall not affect the validity or effectiveness of
such Buy-in/Sell-out Notice.

(c) If, within 15 Business Days of the date that delivery of the Buy-in/Sell-out
Notice becomes effective in accordance with Condition 3‎ 1 (Notices) (the
"Cure Period") the defaulting party has performed its Settlement Delivery
Obligations or, if the Seller is the defaulting party, the defaulting party has
performed its Upstream Obligations (as defined below), the Buy-in/Sell-out
Notice shall be automatically cancelled and of no further effect.

LMA Terms & Conditions 36 27 June 2011

 (d) If the defaulting party has not performed its Settlement Delivery Obligations,
or, if applicable, its Upstream Obligations on or before the last day of the
Cure Period:

(i) the non-defaulting party shall use reasonable endeavours to identify a

substitute counterparty to enter into a Substitute Transaction; and

(ii) if the non-defaulting party identifies a substitute counterparty acceptable

to the non-defaulting party in its sole discretion, the Substitute
Transaction shall be entered into with such counterparty on the
Substitute Trade Date (as defined below).

(e)
(i) The non-defaulting party shall send to the defaulting party not later than
the first Business Day after the date of signing of the Substitute
Confirmation by the parties to it, notice (the "Purchase Price Notice")
of the purchase price payable under the Substitute Transaction.

(ii) If the defaulting party disputes the reasonableness of the purchase price
specified in the Purchase Price Notice the defaulting party shall send
notice of such dispute (the "Price Dispute Notice") which shall be
substantially in the form published by the LMA as at the date of the
Price Dispute Notice to the non-defaulting party and to the LMA Pricing
Panel not later than the second Business Day after the date on which
delivery of the Purchase Price Notice becomes effective in accordance
with Condition ‎31 (Notices).

(iii) The LMA Pricing Panel shall determine the purchase price for the
Substitute Transaction using the Pricing Panel Methodology published by
the LMA at the time of determination and such amount will be the
Indicative Price for the purposes of paragraphs ‎(j) and (‎ k) of this
Condition 2‎ 2.3 (Buy-in/Sell-out).

(iv) Any determination by the LMA Pricing Panel shall, in the absence of
manifest error, be conclusive and binding on all parties.

(v) No Specified Person shall be liable, whether for negligence or otherwise

to the Buyer or the Seller for any form of damages whether direct,
indirect, special, consequential or otherwise, that might arise in
connection with such Specified Person's performance of its roles and
duties under the Pricing Panel Methodology except in the case of fraud
or wilful misconduct on the part of such Specified Person.

(vi) Each of the Buyer and the Seller agrees to waive any claim, whether for
negligence or otherwise, that may arise against a Specified Person in
connection with such Specified Person's performance of its roles and
duties under the Pricing Panel Methodology, except in the case of fraud
or wilful misconduct on the part of such Specified Person.

LMA Terms & Conditions 37 27 June 2011

 (f) If the Substitute Confirmation (as defined below) has not been signed by the
parties thereto on or before the fifteenth Business Day following the end of the
Cure Period:

(i) the non-defaulting party may not send any further Buy-in/Sell-out
Notices or effect any further Substitute Transaction in connection with
the transaction without the defaulting party's prior written consent;

(ii) the non-defaulting party shall promptly give notice to the defaulting
party of such failure; and

(iii) the Seller and the Buyer shall consider in good faith whether or not there
is a means, acceptable to both parties, of implementing the transaction.

(g) The Seller shall not exercise any rights of a non-defaulting party under this
Condition 2‎ 2.3 (Buy-in/Sell-out) unless on the date that delivery by the Seller
of a Buy-in/Sell-out Notice becomes effective in accordance with Condition ‎31
(Notices), the Seller owns beneficially all of the Purchased Assets on such
date.

(h) If the Buyer as non-defaulting party serves a Buy-in/Sell-out Notice on the

Seller, and as at the date on which delivery of such Buy-in/Sell-out Notice
becomes effective in accordance with Condition ‎31 (Notices), the Seller does
not own beneficially all of the Purchased Assets, then, subject to
paragraph ‎(i)‎(iii) of this Condition ‎22.3 (Buy-in/Sell-out), the Buyer as non-
defaulting party shall not be entitled to exercise any further rights under this
Condition 2‎ 2.3 (Buy-in/Sell-out) if the Seller:

(i) delivers to the Buyer within the Cure Period either:

(A) a copy of a trade confirmation or trade confirmations (with the

identity of its counterparty, purchase rate and other pricing
arrangements erased) executed by the Seller and its counterparty or
counterparties evidencing an Upstream Trade; or

(B) other evidence which reasonably demonstrates that the Seller has
entered into an Upstream Trade

(in each case, the "Upstream Evidence");

(ii) certifies in writing to the Buyer at the same time as delivery of the
Upstream Evidence that:

(A) to the extent of the Purchased Assets, evidence of the Upstream

Trade has not been delivered and will not be delivered to satisfy its
obligations analogous to its Upstream Obligations (as defined
below) under another transaction;

LMA Terms & Conditions 38 27 June 2011

 (B) it has performed or will perform by the time required under the
Upstream Trade all obligations thereunder equivalent to its
Settlement Delivery Obligations;

(C) it has delivered or will deliver to its counterparty or, as the case
may be, counterparties under the Upstream Trade within the Cure
Period a notice equivalent to the Buy-in/Sell-out Notice in order to
commence against such counterparty or, as the case may be,
counterparties the exercise of rights as a non-defaulting party
equivalent to those under this Condition ‎22.3 (Buy-in/Sell-out);

(iii) uses its reasonable endeavours to exercise its rights as a non-defaulting

party promptly under the terms of the Upstream Trade prior to the end
of the period analogous to the Cure Period hereunder in respect of that
Upstream Trade; and

(iv) promptly after a request from the Buyer, provides written certification or
other evidence that it has performed its obligations under paragraph (h)
of this Condition 2‎ 2.3 and has exercised its rights analogous to those
contained in this Condition ‎22.3 (Buy-in/Sell-out) as a non-defaulting
party under the Upstream Trade.

(i)
(i) There shall be no failure by either party to perform its Settlement
Delivery Obligations if the transaction settles on the basis of an
alternative structure or arrangement mutually acceptable to the Seller and
the Buyer that provides the Seller and the Buyer with the economic
equivalent of the agreed-upon trade (including, for the avoidance of
doubt, cash settlement) pursuant to Condition ‎6.2 (Mandatory
settlement).

(ii) If the party responsible for preparing the Form of Purchase pursuant to
the Agreed Terms fails to do so on or before the date falling 2 Business
Days before the Trigger Date, and after such date but before the Trigger
Date the other party has sent written notice to such party that it is ready,
willing and able to sign the Form of Purchase for the purposes of settling
the transaction, then the party serving such written notice shall be
deemed to be a non-defaulting party for the purposes of this
Condition 2‎ 2.3 (Buy-in/Sell-out) and to have satisfied its Settlement
Delivery Obligations and entitled to exercise its rights as a non-
defaulting party under this Condition ‎22.3 (Buy-in/Sell-out).

(iii) No exercise of rights under this Condition ‎22.3 (Buy-in/Sell-out) shall

preclude the exercise of any other right or remedy provided by law or
hereunder until completion of the Substitute Transaction or other
settlement of the transaction in a manner acceptable to the Buyer and the
Seller.

LMA Terms & Conditions 39 27 June 2011

 (iv) The non-defaulting party may exercise, but shall be under no obligation
to exercise, its rights under this Condition ‎22.3 (Buy-in/Sell-out), and in
so exercising such rights the non-defaulting party need not establish that
it acted in good faith or engaged in commercially reasonable behaviour
prior to its performing its Settlement Delivery Obligations in the time
and manner described above. The exercise of any rights by the non-
defaulting party under this Condition ‎22.3 (Buy-in/Sell-out) shall not be
subject to any defense of the defaulting party having acted in good faith
or having engaged in commercially reasonable behaviour provided the
non-defaulting party has performed its Settlement Delivery Obligations
in the time and manner described above.

(v) If neither party performs its Settlement Delivery Obligations in the time
and manner described above then there is no "non-defaulting party".

(j) If the Seller is the defaulting party, the Seller shall pay to the Buyer on the
Substitute Settlement Date (as defined below) as follows:

(i) if no Price Dispute Notice was issued in relation to the Substitute

Transaction, the amount (if any) by which the price in respect of the
Buy-in Transaction (as defined below) exceeds the original price for the
Traded Portion; or

(ii) if a Price Dispute Notice was issued in relation to the Buy-in Transaction
the amount (if any) by which the Indicative Price in respect of the Buy-in
Transaction exceeds the original price for the Traded Portion,

provided that if the calculation results in a negative amount, the Buyer shall
pay to the Seller the absolute value of that amount.

If the Agreed Terms specify that the transaction incorporates Delayed

Settlement Compensation the Seller shall in addition pay an amount equal to
(a) Buy-in Compensation for each day from (and including) the date that
delivery of the Buy-in/Sell-out Notice becomes effective in accordance with
Condition 3‎ 1 (Notices) to (but excluding) the earlier of:

(i) actual settlement of the Buy-in Transaction; and

(ii) 10 Business Days following the Substitute Trade Date; and

(b) If PIK Interest applies to all or any part of the Purchased Assets under the
Credit Agreement during the period referred to above and the Sell-out Costs
of Carry calculation for that period results in a negative amount, the absolute
value of that amount.

LMA Terms & Conditions 40 27 June 2011

 (k) If the Buyer is the defaulting party, the Buyer shall pay to the Seller on the
Substitute Settlement Date as follows:

(i) if no Price Dispute Notice was issued in relation to the Substitute

Transaction the amount (if any) by which the price in respect of the Sell-
out Transaction (as defined below) is less than the original price for the
Traded Portion; or

(ii) if a Price Dispute Notice was issued in relation to the Sell-out

Transaction the amount (if any) by which the Indicative Price in respect
of the Sell-out Transaction is less than the original price for the Traded
Portion,

provided that if the calculation results in a negative amount, the Seller shall
pay to the Buyer the absolute value of that amount.

If the Agreed Terms specify that the transaction incorporates Delayed

Settlement Compensation and if PIK Interest applies to all or any part of the
Purchased Assets under the Credit Agreement during the period referred to
below, the Buyer shall in addition pay an amount equal to Sell-out Costs of
Carry (if any) for each day from (and including) the date that delivery of the
Buy-in/Sell-out Notice becomes effective in accordance with Condition 3‎ 1
(Notices) to (but excluding) the earlier of:

(i) actual settlement of the Sell-in Transaction; and

(ii) 10 Business Days following the Substitute Trade Date.

(l) The obligations of the parties in respect of the transaction shall be terminated
once all amounts have been paid under paragraph (j) or, as the case may be,
(k) of this Condition 2‎ 2.3 (Buy-in/Sell-out).

(m) For the purposes of this Condition ‎22.3 (Buy-in/Sell-out):

"Buy-in Compensation" means, for any day an amount equal to:-

(i) the cash pay element of the Contractual Margin and Recurring Fees for
each such day (to the extent payable by each Obligor under the Credit
Agreement in respect of all or any part of the funded principal amount of
the Purchased Assets) multiplied by the funded principal amount of the
Purchased Assets (excluding the amount of any PIK Interest that has
been capitalised on or after the Trade Date in respect of the Purchased
Assets) for each such day; and

(ii) the Recurring Fees for each such day (to the extent payable by each
Obligor under the Credit Agreement in respect of all or any part of the
unfunded portion of the Purchased Assets) multiplied by the unfunded
portion of the Purchased Assets for each such day;

LMA Terms & Conditions 41 27 June 2011

 "Buy-in Transaction" means a transaction in which the Buyer purchases the
equivalent of the Traded Portion from a counterparty other than the Seller;

"Sell-out Costs of Carry" means, for any day an amount equal to the amount
payable for the Purchased Assets (calculated in accordance with Condition 1‎ 3
(Settlement Amount Calculation) but without being adjusted to take account of
Delayed Settlement Compensation and any applicable recordation, processing,
transfer or similar fee) multiplied by the Relevant Rate for each such day
minus the amount of interest actually received by the Seller (and not
capitalised or deferred) in respect of the Purchased Assets for each such day.

"Sell-out Transaction" means a transaction in which the Seller sells the

Traded Portion to a counterparty other than the Buyer;

"Substitute Confirmation" means the confirmation signed on behalf of the

non-defaulting party and the substitute counterparty in the form most recently
published by the LMA evidencing the agreed terms for the Substitute
Transaction;

"Settlement Delivery Obligations" means the obligation of each of the Seller

and the Buyer, as the case may be, to:

(i) execute and deliver to the other party the Confirmation; and/or

(ii) execute and deliver to the other party and/or if applicable the agent
under the Credit Agreement, the Form of Purchase for the purposes of
settling the transaction;

"Substitute Settlement Date" means the settlement date specified in the

Substitute Confirmation;

"Substitute Transaction" means a Buy-in Transaction or, as the case may be,
a Sell-out Transaction; and

"Substitute Trade Date" means the date on which the non-defaulting party
agrees the terms (whether orally or in writing) of the Substitute Transaction
with a substitute counterparty.

"Upstream Trade" means a binding trade with a trade date of no later than 5
Business Days after the Trade Date pursuant to which the Seller has agreed to
purchase, and its counterparty has agreed to sell, not less than the Purchased
Assets, on terms which include a provision substantially the same as this
Condition 2‎ 2.3 (Buy-in/Sell-out)

"Upstream Obligations" means the obligations of the Seller set out in

paragraph ‎(h) of this Condition 2‎ 2.3 (Buy-in/Sell-out).

LMA Terms & Conditions 42 27 June 2011

23. CONTINUING OBLIGATION

Each indemnity in the Agreed Terms is a continuing obligation, separate and

independent from the other obligations of the parties and survives termination of the
transaction and it is not necessary for a party to incur expense or make payment before
enforcing a right of indemnity conferred by the Agreed Terms, provided that no party
thereto shall be obliged to indemnify any other party to the Agreed Terms if the loss of
the indemnified party is due to the negligence or wilful misconduct of such other party.

24. CONFIDENTIALITY

(a) Both parties shall maintain the confidentiality of the terms of the transaction
and the Transaction Documentation unless otherwise required by law or
regulation. Each of the Seller and the Buyer shall be permitted to make any
necessary disclosures:

(i) to members of its respective Group;

(ii) to its or their professional advisers and auditors regarding the terms of
the transaction;

(iii) in connection with the perfection or enforcement of a party's rights and

obligations under the Agreed Terms and the Transaction Documentation;
and

(iv) to any person appointed by that party to provide administration or

settlement services in respect of the Agreed Terms, any Transaction
Document or the transaction,

subject, in each case, to the same confidentiality constraints.

(b) The Buyer shall additionally be permitted to make any necessary disclosures to
prospective purchasers from the Buyer regarding the terms of the transaction
(other than the identity of the counterparty, Purchase Rate or other pricing
arrangements) subject to the requirements of law or regulation or of the Credit
Documentation and to the same confidentiality constraints set out in this
Condition 2‎ 4.

(c) If there is any inconsistency between this Condition and any confidentiality
agreement entered into between the parties, the terms of that confidentiality
agreement shall prevail.

25. BINDING AMENDMENT AND DEBT RESTRUCTURING

25.1 Risk
The Buyer will bear the risk of any Binding Amendment and Debt Restructuring in
relation to the Purchased Assets.

LMA Terms & Conditions 43 27 June 2011

25.2 Blocked Payments
The Seller shall not be obliged to make any payment to the Buyer under the Agreed
Terms in respect of any sum which is required to be used for a specific purpose
pursuant to a Binding Amendment and Debt Restructuring.

25.3 Other Instruments

The Seller may, in connection with any Binding Amendment and Debt Restructuring,
apply for or accept any Non Cash Distributions issued or proposed to be issued by an
Obligor or any other person.

25.4 Rescheduling Agreement

Subject as provided herein, the Seller may participate in any agreement in connection
with a Binding Amendment and Debt Restructuring and which relates to any payment
in respect of the Traded Portion or any part thereof. The Seller shall give to the Buyer
the benefit of the agreement on the same terms (mutatis mutandis) as the Agreed Terms
to the extent that such agreement in the Seller's reasonable opinion, relates to the
Traded Portion.

26. SET-OFF

Either party may (but is not obliged to) set off any amount due and payable by the
other party under the transaction against any such amounts due and payable by it to the
other party thereunder. The party exercising its rights under this provision may affect
such currency exchanges as it considers necessary to implement the set off.

27. FURTHER ASSURANCE

Each of the parties agrees, at its own expense, to take any further action and to execute
any further documents and/or instruments as the other may reasonably request to give
effect to the transaction.

28. TAX AND WITHHOLDING

28.1 Tax
The Buyer acknowledges that it is responsible for making its own independent tax
analysis of the Credit Documentation and the transaction.

28.2 Free and clear payments

Subject to Condition ‎28.3 (Net payments) and unless otherwise agreed in any
Transaction Document, all payments made under these Conditions and the Transaction
Documentation shall be made free and clear of any deduction or withholding save for
such deduction or withholding as may be required to be made from such payments by
any law, regulation or practice. If any such deduction or withholding is made or is
required to be made, the payer shall increase the amount to be paid to the payee to
ensure that the payee receives and retains a sum equal to the sum which it would have
received and retained had no such deduction or withholding been made or required to
be made.

LMA Terms & Conditions 44 27 June 2011

28.3 Net payments
Unless otherwise agreed in any Transaction Document, all payments of or in respect of
interest or fees received under the Credit Documentation (or of amounts equal to such
interest or fees) made under these Conditions and the Transaction Documentation shall
be made net of any deduction or withholding required to be made from such payments
by any law, regulation or practice. If any such deduction or withholding is required to
be made, the payer shall pay the full amount required to be deducted or withheld to the
relevant taxation or other authority within the time allowed for such payment under
applicable law and then deliver to the payee within thirty days after it has made such
payment to the applicable authority, an original receipt (or certified copy thereof)
issued by such authority evidencing the payment to such authority of all amounts
required to be deducted or withheld in respect of such payment. The payee shall bear
the risk of such deduction or withholding and the obligation of the payer to pay an
amount net of such deduction or withholding and to account to the relevant taxation or
other authority for the amount of such deduction or withholding shall satisfy the
payer's obligation to make the original payment to the payee.

29. ASSIGNMENT

29.1 Restriction on assignment

Subject to Condition 2‎ 9.2 (Assignment of Early Termination Payment Amounts), unless
the Agreed Terms provide that a party's rights under the Agreed Terms or the
Transaction Documentation shall be freely assignable neither the Seller nor the Buyer
may assign the benefit of all or any part of its rights against the other party under the
Agreed Terms or the Transaction Documentation in respect of the transaction without
the prior written consent of the other (such consent not to be unreasonably withheld or
delayed).

29.2 Assignment of Early Termination Payment Amounts

A Non-Insolvent Party may assign the benefit of all or any part of its rights in respect
of its interest in any Early Termination Payment Amount payable to it by an Insolvent
Party together with any amounts payable on or with respect to that interest and any
other rights associated with that interest.

30. THIRD PARTY RIGHTS

(a) Subject to this Condition 3‎ 0 and to paragraphs ‎(v) and ‎(vi) of paragraph ‎(e) of
Condition ‎22.3 (Buy-in/Sell-out), a person who is not a party to the
Confirmation or other Transaction Document has no rights under the
Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to
enforce or to enjoy the benefit of any term of the Confirmation or other
Transaction Document.

(b) Each Specified Person may enforce the terms of paragraphs ‎(v) and ‎(vi) of
paragraph ‎(e) of Condition ‎22.3 (Buy-in/Sell-out) subject to and in accordance
with this Condition ‎30, Condition 3‎ 2 (Governing Law and Jurisdiction) and
the provisions of the Third Parties Act.

LMA Terms & Conditions 45 27 June 2011

 (c) The Buyer and the Seller must obtain the written consent of each Specified
Person before they may rescind the Agreed Terms or before they may vary the
Agreed Terms in such a manner as to extinguish the rights of each Specified
Person under this Condition ‎30 to enforce the terms of sub-paragraphs ‎(v) or
‎(vi) of paragraph ‎(e) of Condition ‎22.3 (Buy-in/Sell-out) or alter its entitlement
under those rights.

31. NOTICES

31.1 Communications in writing

Any communication to be made under or in connection with the Agreed Terms
shall be made in writing and, unless otherwise stated, may be made by fax or
letter.

31.2 Addresses
The address and fax number (and the department or officer, if any, for whose attention
the communication is to be made) of the Seller and the Buyer for any communication
or document to be made or delivered under or in connection with the Agreed Terms is
that identified with its name in the Confirmation or any substitute address or fax
number or department or officer as the Seller or the Buyer may notify to the other.

31.3 Delivery
(a) Any communication or document made or delivered by one person to another
under or in connection with the Agreed Terms will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five
Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address

details provided under Condition ‎31.2 (Addresses), if addressed to that
department or officer.

(b) Any communication or document which becomes effective, in accordance with

paragraph (a) above, after 5.00pm in the place of receipt shall be deemed only
to become effective on the following day.

31.4 Electronic communication

(a) Any communication to be made between the Seller and the Buyer under or in
connection with the Agreed Terms may be made by electronic mail or other
electronic means, if the Seller and the Buyer:

(i) agree that, unless and until notified to the contrary, this is to be an
accepted form of communication;

LMA Terms & Conditions 46 27 June 2011

 (ii) notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of
information by that means; and

(iii) notify each other of any change to their address or any other such
information supplied by them.

(b) Any electronic communication made between the Seller and the Buyer will be
effective only when actually received in readable form.

31.5 English language

Any notice given under or in connection with the Agreed Terms must be in English.

31.6 Exclusions
The requirements of Clauses ‎31.2 (Addresses) to Clause 3‎ 1.4 (Electronic
communication) shall not apply to any notification referred to in paragraph ‎(c) of
Condition 3‎ (Termination) which is given before the Trade Date.

32. GOVERNING LAW AND JURISDICTION

32.1 Governing law

The transaction, the Agreed Terms, these Conditions and any non-contractual
obligations arising out of or in connection with any of them are governed by English
law.

32.2 Jurisdiction
The courts of England have non-exclusive jurisdiction to settle any dispute arising out
of or in connection with the transaction, the Agreed Term and these Conditions
(including a dispute relating to any non-contractual obligation arising out of or in
connection with the transaction, the Agreed Terms and these Conditions).

32.3 Service of process

The Seller and the Buyer each irrevocably appoints the person described as its process
agent (if any) in the Agreed Terms to receive on its behalf service of any action, suit or
other proceedings in connection with the transaction, the Agreed Terms, these
Conditions, or the Transaction Documentation. If any person appointed as process
agent ceases to act for any reason the appointing party shall notify the other party and
shall promptly appoint another person incorporated within England and Wales to act as
its process agent.

33. COUNTERPARTS

33.1 Counterparts
(a) Any Confirmation, confidentiality agreement or other Transaction Document
may be executed in any number of counterparts and this has the same effect as
if the signatures on the counterparts were on a single copy of the
Confirmation, confidentiality agreement or other Transaction Document.

LMA Terms & Conditions 47 27 June 2011

 (b) The Buyer and the Seller shall deliver to each other an original counterpart of
the Transaction Documents (and, upon the request of either party, the
Confirmation, confidentiality agreement or any other document) promptly
after delivery by fax, electronic mail or other electronic means of a copy
counterpart of the Transaction Documents.

LMA Terms & Conditions 48 27 June 2011