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									                                                                                                                                                                                                                                                                                                                                                                                                                     DISCUSSION DRAFT: September 4, 2002

                          BMA Master Repurchase                   PSA/ISMA Global Master Repurchase                                                       1997 FEOMA, 1997 ICOM                                          EMA / EMA Margin Maintenance                                                       2002 ISDA Master Agreement                                                                                                                               2000 Master OTC
Topic                          Agreement                                   Agreement 2000                                    1996 MSFTA                        & 1997 IFEMA     FMLG Collateral Annex                               Annex                            1992 ISDA Master Agreement              as of July 18, 2002                      2001 ISDA Margin Provisions                    2000 MSLA                              OSLA                    Options Agreement


I. Events of
Default

1. Failure to pay   Seller fails to transfer or Buyer fails to   Buyer fails to pay for Purchased Securities     Either party fails to make on the        Failure to make any            No standard Events of        A party fails to make when due, any          A party to the Master Agreement          A party fails to: 1) make any            §1.4 refers back to principal          Collateral shall be transferred    Failure to repay cash Collateral     Failure to make
or deliver at       purchase Purchased Securities on             on the Purchase Date (§10(a)(i)), or (if        Settlement Date of any Transaction       payment when due               Default are included in      Payment under the Agreement and              fails to make any payment or             payment specified in a                   Agreement. Also, if Party 1) fails to prior to or concurrently with       or redeliver Collateral upon         payment or delivery of
initiation/ make    Purchase Date (no grace period).             specified by the parties in Annex I) Seller     any payment of funds or any delivery     (including a Premium           the Annex. There will be     such failure continues for 3 Business        delivery specified in a Confirmation     Confirmation; 2) make any payment        make when due: a Transfer of           the transfer of the Loaned         receipt of Alternative Collateral    Underlying Securities.
interim payment     §11(i).                                      fails to deliver Purchased Securities on the    of Securities. §7(i). Settlement Date    payment) with respect to a     no grace period with         Days after the day on which notice is        or payment of interest or other          when due that was previously             Eligible Margin, Equivalent Margin, Securities but in no case later       or failure to properly trade         §8(I). No prior notice
                                                                 Purchase Date or Buyer fails to deliver         is that date which is agreed upon by     Currency Obligation or         respect to failure to        given to the party. §6(1)(a)(i). But Note:   compensation on an overdue               deferred pursuant to an Illegality or    Substitute Margin Equivalent, Lock- than the close of business on         Collateral for Equivalent            to Defaulting Party nor
                                                                 Equivalent Securities on the Repurchase         the parties. No notice or cure period.   Option, which failure          comply with any              §2(6) of the Product Annex for               payment or delivery on the date          Force Majeure Event; 3) make any         up Margin, Distributions or Interest the day of such transfer. §4.1.      Collateral prior to Income           cure period is
                                                                 Date (§10(ii); not in '95 version) and, in                                               continues two business         agreement or obligation      Repurchase Transactions and §2(6)(b)         agreed as required and the failure is    payment of interest accrued in           Amount and such failure is not         Loan commences only when           becoming payable is an Event         required.
                                                                 either case, non-Defaulting Party serves a                                               days after written notice of   under the Collateral         of the Product Annex for Securities          not remedied on or before the third      connection with a defaulted              remedied by 1st Margin Business Loaned Securities and the                 of Default. §8(G). Failure to
                                                                 Default Notice on Defaulting Party. Seller                                               non-payment. §1(i). See        Annex. §7.1.                 Loans indicate that late delivery may be     Local Business Day after notice is       payment; 4) compensate the other         Day after Notice; 2) fails to provide Collateral have been                pay or repay Cash Collateral or
                                                                 or Buyer fails to make certain other                                                     also §3.2. (Close Out &                                     remedied by specific means and               given. §5(a)(i). Failure to make any     party (if provided for in the            Notice of Eligible Margin or           transferred. Therefore, failure    deliver or redeliver Collateral or
                                                                 payments under subparagraphs 10(g) or                                                    Liquidation payments shall                                  §§2(6)(c) and 2(5)(d), respectively bar      Transfer of Eligible Collateral,         Confirmation) or pay interest with       Equivalent Margin and related          to initially transfer Securities   Equivalent Collateral upon the
                                                                 (h) and non-Defaulting Party serves a                                                    be made on the day                                          access to an Event of Default. §2(5)(d)      Posted Collateral or Interest            respect to a defaulted delivery; 5)      settlement information on or           or Collateral does not result in   due date and Non-Defaulting
                                                                 Default Notice on the Defaulting Party.                                                  following receipt of notice                                 of the Securities Lending Annex is also      Amount and the failure continues for     make any payment of interest when        before 1st Business Day after          an Event of Default. §2.2.         Party serves written notice.
                                                                 §10(a)(iii) (this failure to make mini-close                                             of settlement calculation.                                  applicable to the Margin Maintenance         2 Local Business Days after notice.      due that accrued in connection with      Notice of such failure; or 3) fails to                                    §12(A).
                                                                 payments is not in '95 version).                                                         §8.4.)                                                      Annex pursuant to §3 thereof.                CSA ¶7(i).                               a payment that was previously            comply with any obligation under
                                                                                                                                                                                                                                                                                                            deferred pursuant to a condition         Margin Provisions or Supplement
                                                                                                                                                                                                                                                                                                            precedent; or 6) compensate the          and such failure not remedied on
                                                                                                                                                                                                                                                                                                            other party (if provided for in the      or before 30th day after Notice of
                                                                                                                                                                                                                                                                                                            Confirmation) or pay interest with       failure (unless in each case,
                                                                                                                                                                                                                                                                                                            respect to a delivery that was           dispute resolution procedure being
                                                                                                                                                                                                                                                                                                            previously deferred pursuant to a        followed); or 4) fails to comply with
                                                                                                                                                                                                                                                                                                            condition precedent and such failure     use of Margin Received
                                                                                                                                                                                                                                                                                                            is not remedied (a) in the case of       restrictions within 5 Business Days
                                                                                                                                                                                                                                                                                                            any such payment, on or before the       after Notice. §2.3.
                                                                                                                                                                                                                                                                                                            first Local Business Day after notice
                                                                                                                                                                                                                                                                                                            is given to the party and (b) in the
                                                                                                                                                                                                                                                                                                            case of any such delivery, on or
                                                                                                                                                                                                                                                                                                            before the first Local Delivery Day
                                                                                                                                                                                                                                                                                                            after notice of such failure is given
                                                                                                                                                                                                                                                                                                            to the party. §5(a)(i).


2. Failure to pay Seller fails to repurchase or Buyer to         Seller fails to pay the repurchase price on     Either party fails to make on the      Not applicable.                  No standard Events of    See I.1. above.                                  See I.1 above.                           See I.1 above.                           §2.4 refers back to Events of         Failure to transfer Loaned          Failure to pay or repay Cash See I.1 above.
or deliver at     retransfer Purchased Securities on             the Repurchase Date and the non-                Settlement Date of any Transaction                                      Default are included in                                                                                                                                     Default under principal               Securities or Collateral upon       Collateral or deliver or redeliver
maturity          Repurchase Date (no grace period).             Defaulting Party serves a Default Notice        any payment of funds or any delivery                                    the Annex. There will be                                                                                                                                    Agreement.                            termination. No grace period.       Collateral or Equivalent
                  §11(ii).                                       (§10(a)(i)) and (if specified by the parties)   of Securities. §7(i). Settlement Date                                   no grace period with                                                                                                                                                                              §§12.1, 12.2. (§11.1, 11.2 in       Collateral upon the due date
                                                                 Buyer fails to deliver Equivalent Securities    is that date which is agreed upon by                                    respect to failure to                                                                                                                                                                             '93 MSLA.)                          and Non-Defaulting Party
                                                                 on the Repurchase Date, and the non-            the parties. No notice or cure period.                                  comply with any                                                                                                                                                                                                                       serves written notice. §12(A).
                                                                 Defaulting Party serves a Default Notice.                                                                               agreement or obligation
                                                                 §10(a)(ii).                                                                                                             under the Collateral
                                                                                                                                                                                         Annex. §7.1.


3. Failure to    Seller or Buyer fails to comply with            Seller or Buyer fails to comply with margin     Seller or Buyer fails to comply with     Either party or its Credit     No standard Events of        A party fails to provide or return, when     If the NY law Credit Support Annex       If the NY law Credit Support Annex       See I.1(1) above. (If notice          Either Party fails to transfer      Failure to comply with               Pursuant to Annex III
make margin      margin provisions - no grace period.            provisions (no grace period) and non-           margin provisions. Annex III, §3.        Support Provider fails to      Default are included in      due, margin or collateral required to be     applies, then an Event of Default will   applies, then an Event of Default will   received by Notification Time, then   margin. No grace period.            Collateral provisions and the        (Performance
payment/ returns §11(iii). (Transfer must be by same             Defaulting Party serves a Default Notice.       (Transfer must be by same business       comply with margin             the Annex. There will be     provided by it under the Agreement (no       occur if either party fails to comply    occur if either party fails to comply    by 5:00 p.m. the same day the Call    §12.3. (§11.3 in 1993 MSLA.)        Non-Defaulting Party serves          Assurances), transfer
                 business day if notice is received by           §10(a)(iv). (Transfer must be by minimum        day if notice is received by 10:00       provisions after applicable    no grace period with         grace period). §6(1)(a)(ii). But see Note    with the margin provisions and such      with the margin provisions and such      Recipient must Initiate the           (Transfer must be by close of       notice. §12(B). Transfer period      of Option Collateral
                 the Margin Notice Deadline (specified           period specified in Annex I or, if not          a.m., otherwise by next day. §4).        grace period in Credit         respect to failure to        to I.1. above. (Transfer as agreed and       failure continues for two Local          failure continues for two Local          Transfer and provide Notice of the    business next Business Day.         is negotiated in each                must be on same day
                 by the parties - typically 10:00 a.m.           specified, by minimum period customary in                                                Support Document.              comply with any              absent agreement, promptly upon              Business Days after notice. ¶7(i).       Business Days after notice. ¶7(i).       type of Margin it will deliver and    §9.1 (§8.1 in '93 MSLA).)           agreement.                           if notice is received by
                 NY time), otherwise by next day (§4)).          the market (§4(g)).                                                                      §1(xii)(a). Collateral Annex   agreement or obligation      receipt of notice and on the same day if     With respect to any credit support       With respect to any Credit Support       the Settlement Date for such                                                                                   10:00 a.m., otherwise
                                                                                                                                                          provides there is no grace     under the Collateral         practicable if Cash Margin, otherwise on     document, the Master Agreement           Document, the Master Agreement           Margin. If notice is received after                                                                            next day. Annex IIIa,
                                                                                                                                                          period with respect to         Annex. §7.1. (Transfer       the next Business Day, if practicable.       Schedule picks up any applicable         Schedule picks up any applicable         the Notification Time, it is deemed                                                                            §2(g).
                                                                                                                                                          Pledgor's failure to comply    must be same day if          §2(2) of Annex)                              grace period. §5(a)(iii)(1).             grace period. §5(a)(iii)(1).             to be received at the Notification
                                                                                                                                                          with any of its provisions.    notice received by Cut-Off                                                                                                                                  Time on the next Business Day.
                                                                                                                                                          §7.1(b).                       Time; otherwise next day.                                                                                                                                   §1.4.)
                                                                                                                                                                                         §3.4.)




                                                                                                                                                                                                                                           1
                                                                                                                                                                                                                                                                                                                                                                                                               DISCUSSION DRAFT: September 4, 2002

                          BMA Master Repurchase                 PSA/ISMA Global Master Repurchase                                                     1997 FEOMA, 1997 ICOM                                         EMA / EMA Margin Maintenance                                                           2002 ISDA Master Agreement                                                                                                                        2000 Master OTC
Topic                          Agreement                                 Agreement 2000                                   1996 MSFTA                       & 1997 IFEMA     FMLG Collateral Annex                              Annex                              1992 ISDA Master Agreement                as of July 18, 2002                     2001 ISDA Margin Provisions                 2000 MSLA                             OSLA                  Options Agreement


4. Failure to  Buyer fails to comply with income               Seller or Buyer fails to comply with income Not applicable.                            Not applicable.               No obligations specified. §4(1) of Repurchase Annex requires                Not covered by the Schedule to the         In connection with the Schedule to      If Party fails to make when due a   Failure to transfer               Borrower fails to comply with Not applicable.
make interest/ payment provisions within one                   payment provisions (no grace period) and                                                                             §§ 5.3 and 5.4.           Buyer to pay Distribution amount to               Master Agreement. If the NY law            the Master Agreement, see I.1(3-6)      Transfer Equivalent Distributions   distributions within 1 Business   income payment provisions (no
income payment business day after notice. §11(iv).             non-Defaulting Party serves a Default                                                                                                          Seller on date of Distribution. Pursuant          Credit Support Annex applies,              above. Additionally, if the NY law      or Interest Amount and such         Day after receipt of notice.      grace period) and Non-
                                                               Notice. §10(a)(v).                                                                                                                             to the Securities Annex, Buyer must pay           however, then an Event of Default          Credit Support Annex applies, then      failure is not remedied by 1st      §12.4.                            Defaulting Party serves a
                                                                                                                                                                                                              Distribution Amount to Seller on                  will occur if either party fails to        an Event of Default will occur if       Margin Business Day after Notice.                                     Default Notice. §12(C).
                                                                                                                                                                                                              Distribution date for cash distributions;         transfer the Interest Amount when          either party fails to transfer the      §1.8(b).
                                                                                                                                                                                                              non-cash distributions are transferred to         due and such failure continues for         Interest Amount (on Posted
                                                                                                                                                                                                              Lender on return date; Subscription               two Local Business Days after              Collateral) when due and such
                                                                                                                                                                                                              Rights shall be transferred by the third          notice. ¶7(i).                             failure continues for two Local
                                                                                                                                                                                                              day on which such rights are traded.                                                         Business after notice. ¶7(i).
                                                                                                                                                                                                              §3(1-4). The above provisions also apply
                                                                                                                                                                                                              to Margin Securities under the Margin
                                                                                                                                                                                                              Maintenance Annex. §3. Failure to meet
                                                                                                                                                                                                              payment obligations is an Event of
                                                                                                                                                                                                              Default if not cured within three days
                                                                                                                                                                                                              after notice, §6(1)(a)(i), failure to
                                                                                                                                                                                                              perform other obligations is an Event of
                                                                                                                                                                                                              Default if not cured within 30 days of
                                                                                                                                                                                                              notice. §6(1)(a)(iii).


5. Non-payment- No similar provision in standard               If Seller or Buyer is suspended or expelled    Either party fails to perform after 1    Yes, 30 days after written   A failure to perform under   (A) A party fails to perform, when due,        (A) To the extent not covered by I.1       (A) A party fails to comply with or      See I.1 (2), (3) and (4) above.    Failure to perform an             Party fails to perform any other   Failure to perform an
related covenant agreement, however, Annex IV                  from membership in any securities              Business Day's notice any covenant notice of failure. §1.             Collateral Annex is an       any other obligation under the                 above, a party fails to comply with        perform any agreement or obligation                                         obligation and such failure is    obligations under the              obligation or a
default          requires a party acting as agent to           exchange or association or an analogous        or obligation under Annex III. Annex                                  Event of Default with no     Agreement and such failure continues           or perform any agreement or                (except failure to give notice of                                           not cured by the Cutoff Time      Agreement and failure is not       covenant under Annex
                 provide the other party with: (i) a           event occurs. §10(a)(ix). If Seller or Buyer   III, §3. (The alternative Annex III does                              grace period unless so       for 30 days after the day on which notice      obligation (except failure to give         Termination Event, furnish certain                                          on the next business day          cured within 30 days of notice     III (Performance
                 written list identifying the principals for   fails to perform any other obligations and     not contain the grace period and only                                 specified. §7.1(b).          of such failure is given to the party. §       notice of Termination Event, furnish       tax documents, or disclose payee                                            following notice of such          and the Non-Defaulting Party       Assurances). Annex
                 which it intends to act as agent prior        such is not remedied within 30 days after      applies to Party B.)                                                                               6(1)(a)(iii). (B) Guarantee given with         certain tax documents, or disclose         tax representations are inaccurate)                                         failure. §12.8. (§11.10 in        serves an additional notice at     III, §3. Failure by Party
                 to the date on which the parties enter        notice by non-Defaulting Party requiring                                                                                                          respect to the party is not in full force      payee tax representations are              if not remedied on or before 30th                                           1993 MSLA.)                       the end of the cure period.        B to perform an
                 into any Transaction, and (ii) a written      performance and non-Defaulting Party                                                                                                              and effect, except if it has ceased to be      inaccurate) if not remedied on or          day after notice. §5(a)(ii)(1). (B) A                                                                         §12(I).                            obligation of Annex
                 notice identifying a specific principal       serves Default Notice. §10(a)(x).                                                                                                                 in effect (i) in accordance with its terms,    before 30th day after notice.              party repudiates any part of the                                                                                                                 IIIa. Annex IIIa, §3.
                 for which it acted as agent within one                                                                                                                                                          (ii) upon satisfaction of all of the party's   §5(a)(ii). (B) Failure to comply with      Master Agreement, any executed                                                                                                                   Failure to perform,
                 business day after orally entering into                                                                                                                                                         obligations secured by such Guarantee          obligations of any Credit Support          Confirmation or any Transaction                                                                                                                  after 1 Business Day's
                 the relevant Transaction.                                                                                                                                                                       or (iii) with the consent of the other         Document if continuing after any           evidenced by such Confirmation.                                                                                                                  notice, any covenant
                                                                                                                                                                                                                 party. §6(1)(a)(x).                            applicable grace period.                   §5(a)(ii)(2). (C) Failure to comply                                                                                                              or obligation required
                                                                                                                                                                                                                                                                §5(a)(iii)(1). (C) If the NY Law CSA       with obligations of any Credit                                                                                                                   by Annex IV
                                                                                                                                                                                                                                                                applies, then an Event of Default will     Support Document if continuing                                                                                                                   (International
                                                                                                                                                                                                                                                                occur if a party (i) fails to comply       after any applicable grace period.                                                                                                               Transactions). Annex
                                                                                                                                                                                                                                                                with any restriction on the use of         §5(a)(iii)(1). (D) If the NY Law CSA                                                                                                             IV, §7(a).
                                                                                                                                                                                                                                                                Posted Collateral and such failure         applies, then an Event of Default will
                                                                                                                                                                                                                                                                continues for 5 Local Business Days        occur if a party (i) fails to comply
                                                                                                                                                                                                                                                                after notice (¶7(ii)), and (ii) fails to   with any restriction on the use of
                                                                                                                                                                                                                                                                comply with or perform any                 Posted Collateral and such failure
                                                                                                                                                                                                                                                                agreement or obligation (other than        continues for 5 Local Business Days
                                                                                                                                                                                                                                                                those applying to margin payments          after notice (¶7(ii)), and (ii) fails to
                                                                                                                                                                                                                                                                and the use of Posted Collateral)          comply with or perform any
                                                                                                                                                                                                                                                                and such failure continues for 30          agreement or obligation (other than
                                                                                                                                                                                                                                                                days after notice. (¶7(iii)).              those applying to margin payments
                                                                                                                                                                                                                                                                                                           and the use of Posted Collateral)
                                                                                                                                                                                                                                                                                                           and such failure continues for 30
                                                                                                                                                                                                                                                                                                           days after notice. (¶7(iii)).




                                                                                                                                                                                                                                      2
                                                                                                                                                                                                                                                                                                                                                                                                            DISCUSSION DRAFT: September 4, 2002

                        BMA Master Repurchase                PSA/ISMA Global Master Repurchase                                                          1997 FEOMA, 1997 ICOM                                           EMA / EMA Margin Maintenance                                                       2002 ISDA Master Agreement                                                                                                                      2000 Master OTC
Topic                        Agreement                                Agreement 2000                                     1996 MSFTA                          & 1997 IFEMA     FMLG Collateral Annex                                Annex                            1992 ISDA Master Agreement              as of July 18, 2002                     2001 ISDA Margin Provisions            2000 MSLA                               OSLA                   Options Agreement



6.               Upon delivery of default notice.           Upon delivery of Default Notice. §10(a)(vii). Yes, but no default notice is required. Applicable one Business              No standard Events of         A representation by a party or its Credit Yes, and no grace period is    Yes, and no grace period is         Refers to principal Agreement                   Yes. §12.6. (§11.8 in '93           Upon delivery of Default            Yes, but no notice is
Representation §11(vi).                                                                                   §7(iii).                                Day after written notice             Default are included in       Support Provider proves to have been provided, however, the tax reps are provided, however, the tax reps are Events of Default. §1.4(b).                     MSLA.) As promptly as               Notice. §12(E).                     required. §8(iii).
is incorrect or                                                                                                                                   from non-defaulting party.           the Annex. It refers back     incorrect on the date as of which it was excluded. §5(a)(iv).            excluded. §5(a)(iv).                                                                practical, the non-defaulting
untrue in any                                                                                                                                     But this is not a grace              to the Events of Default of   made and the other party determines in                                                                                                                       party must give notice of the
material respect                                                                                                                                  period because cure is               the master agreement.         good faith that, as a result thereof (or of                                                                                                                  exercise of its option to
when made or                                                                                                                                      impossible. §1 Event of              There will be no grace        the matters of fact or law which were not                                                                                                                    terminate all Loans. §12.
repeated or                                                                                                                                       Default (xii)(c) and (viii).         period with respect to        correctly stated), the balance of its risks
deemed made or                                                                                                                                                                         failure to comply with any    and benefits under the Agreement is
repeated                                                                                                                                                                               agreement or obligation       materially adversely affected.
                                                                                                                                                                                       under the Collateral          §6(1)(a)(iv).
                                                                                                                                                                                       Annex. §7.1.


7. Cross Default Not applicable.                            Not applicable.                                 Party B or any of its affiliates fails to   Breach or default under     Not applicable.                  (A) Failure to make payments under           (A) A party, any Credit Support          (A) A party, Credit Support Provider Not applicable.                   Not applicable.                     Not applicable.                     If Party B or any of its
                                                                                                            perform or defaults with respect to         any Specified Transaction                                    Specified Transaction that (1) results in    Provider or Specified Entity of such     or Specified Entity (1) defaults                                                                                                               affiliates fails to
                                                                                                            any indebtedness to Party A or any          if any applicable grace                                      liquidation, early termination, or           party defaults under a Specified         under a Specified Transaction and                                                                                                              perform with respect
                                                                                                            affiliate of Party A or any other           period has elapsed and                                       acceleration of obligations under the        Transaction and, after any notice        after any notice requirement or                                                                                                                to any indebtedness to
                                                                                                            agreement between Party A or its            there is a liquidation or                                    Specified Transaction or (2) continues       requirement or grace period, there       grace period there is a liquidation,                                                                                                           Party A or any of Party
                                                                                                            affiliates and Party B or its affiliates.   early termination or                                         beyond any grace period or, if no grace      is a liquidation, acceleration, or       acceleration or early termination of                                                                                                           A's affiliates; Party B
                                                                                                            Annex IIIa (Alternative Mark-to-            acceleration of obligations                                  period applies, more than 3 Business         early termination of that Specified      that Specified Transaction, and, in                                                                                                            or its affiliates defaults
                                                                                                            Market Provisions), §3(b). Party B or       under the relevant                                           Days. §6(1)(a)(v). (B) Any payment           Transaction. §5(a)(v)(1). (B) Should     the case of a failure to deliver, such                                                                                                         in payment of principal
                                                                                                            any of its affiliates defaults in any       Specified Transaction.                                       obligation in an aggregate amount of the     a party fail to pay or deliver on the    failure results in the liquidation,                                                                                                            of, or interest on, any
                                                                                                            payment of any other indebtedness if                                                                     Default Threshold is, or may be              last payment or delivery date with       acceleration or early termination of                                                                                                           other indebtedness, or
                                                                                                            the effect is to cause the                                                                               declared, due and payable prior to           respect to a Specified Transaction,      all transactions under the applicable                                                                                                          any other default
                                                                                                            indebtedness to become due prior to                                                                      maturity because of any default or has       then an Event of Default will occur      documents, (2) defaults, after any                                                                                                             under any such
                                                                                                            its stated maturity. Annex IIIa, §3(c).                                                                  not been performed for more than 7           after any applicable notice              notice requirement or grace period,                                                                                                            agreement occurs and
                                                                                                            An Event of Default under Annex IIIa                                                                     days after its due date, and the other       requirement or grace period (or if       on a payment or delivery due on the                                                                                                            is continuing if the
                                                                                                            is an Event of Default under all other                                                                   party has reasonable grounds to believe      there is no applicable notice            last payment, delivery or exchange                                                                                                             effect of such default
                                                                                                            agreements and transactions                                                                              the financial obligations will not be met.   requirement or grace period, if such     date of, or any payment on early                                                                                                               is to cause or permit
                                                                                                            between Party A or any of its                                                                            §6(1)(a)(vi).                                default continues for at least 3 Local   termination of, a Specified                                                                                                                    the holder of such
                                                                                                            affiliates and Party B or any of its                                                                                                                  Business Days). §5(a)(v)(2). (C) If      Transaction (or if there is no notice                                                                                                          indebtedness to
                                                                                                            affiliates. Annex IIIa, §8. No notice is                                                                                                              specified in the Schedule, a default     requirement or grace period, if such                                                                                                           become due prior to
                                                                                                            required.                                                                                                                                             by a party or a Credit Support           payment or delivery default                                                                                                                    its stated maturity.
                                                                                                                                                                                                                                                                  Provider or a Specified Entity of        continues for at least 1 Local                                                                                                                 Annex IIIa (Alternative
                                                                                                                                                                                                                                                                  such party under an agreement            Business Day or 1 Local Delivery                                                                                                               Performance
                                                                                                                                                                                                                                                                  relating to Specified Indebtedness       Day, respectively) and, in the case                                                                                                            Assurances), §3. An
                                                                                                                                                                                                                                                                  after giving effect to any notice        of a failure to deliver, such failure                                                                                                          Event of Default under
                                                                                                                                                                                                                                                                  requirement or grace period.             results in the liquidation,                                                                                                                    Annex IIIa is an event
                                                                                                                                                                                                                                                                  §5(a)(vi).                               acceleration or early termination of                                                                                                           of default under all
                                                                                                                                                                                                                                                                                                           all other transactions under the                                                                                                               other agreements
                                                                                                                                                                                                                                                                                                           applicable documents, or
                                                                                                                                                                                                                                                                                                           (3) repudiates, in whole or in part, a                                                                                                         and transactions
                                                                                                                                                                                                                                                                                                           Specified Transaction. §5(a)(v)(1-3).                                                                                                          between the parties
                                                                                                                                                                                                                                                                                                           (B) If specified in the Schedule, a                                                                                                            and/or their affiliates.
                                                                                                                                                                                                                                                                                                           default in an amount not less than                                                                                                             Annex IIIa, §8.
                                                                                                                                                                                                                                                                                                           the applicable Threshold Amount by
                                                                                                                                                                                                                                                                                                           a party or a Credit Support Provider
                                                                                                                                                                                                                                                                                                           or Specified Entity of such party
                                                                                                                                                                                                                                                                                                           under an agreement relating to
                                                                                                                                                                                                                                                                                                           Specified Indebtedness after giving
                                                                                                                                                                                                                                                                                                           effect to any notice requirement or
                                                                                                                                                                                                                                                                                                           grace period. §5(a)(vi).



8. Repudiation    Seller or Buyer admits it is unable to,   Seller or Buyer admits it is unable to or       Either party admits it is unable to, or     Defaulting Party or            No standard Events of         A party, e.g. any Credit Support Provider    (A) A party or any Credit Support        (A) A party or any Credit Support     Refers to principal Agreement    Either Party admits its inability   Either Party admits its inability   Either Party admits its
                  or intends not to, perform any of its     intends not to perform any of its obligations   intends not to, perform any of its          Custodian acting on its        Default are included in       or Specified Entity, declares that it will   Provider of such party disaffirms,       Provider of such party disaffirms,    Events of Default. §1.4(b).      or intention not to perform its     or intention not to perform its     inability to or intention
                  obligations. §11(vii). Notice of          under the GMRA or any Transaction and           obligations. §7(vii). No notice             behalf disaffirms, disclaims   the Annex. It refers back     not perform any material obligation          disclaims, repudiates or rejects, in     disclaims, repudiates or rejects, in                                   obligations or otherwise            obligations and the Non-            not to perform any of
                  exercise of option to declare an Event    non-Defaulting Party serves Default Notice.     required.                                   or repudiates any Currency     to the Events of Default of   under the Agreement or under any             whole or in part, any Credit Support     whole or in part, any Credit Support                                   disaffirms, rejects or              Defaulting Party serves written     its obligations. §8(iv).
                  of Default shall be given as promptly     §10(a)(viii).                                                                               Obligation or Option or        the master agreement.         Specified Transaction (other than as         Document. 5(a)(iii)(3). (B) A party,     Document. §5(a)(iii)(3). (B) A party,                                  repudiates any of its               notice. §12(F).                     No notice required.
                  as possible.                                                                                                                          Specified Transaction. §1      There will be no grace        part of a bona fide dispute as to the        any Credit Support Provider or any       any Credit Support Provider or any                                     obligations. §12.7 (§11.9 in
                                                                                                                                                        Event of Default (vii), (xi)   period with respect to        existence, nature or extent of such          Specified Entity of such party           Specified Entity of such party                                         the '93 MSLA.) As promptly
                                                                                                                                                        and (xii)(c). Non-defaulting   failure to comply with any    obligation). §6(1)(a)(ix).                   disaffirms, disclaims, repudiates or     disaffirms, disclaims, repudiates or                                   as practical, the non-
                                                                                                                                                        Party may elect to close       agreement or obligation                                                    rejects, in whole or in part, any        rejects, in whole or in part, any                                      defaulting party must give
                                                                                                                                                        out the obligations,           under the Collateral                                                       Specified Transaction. §§5(a)(v)(3).     Specified Transaction. §5(a)(v)(3).                                    notice of the exercise of its
                                                                                                                                                        effective upon receipt by      Annex. §7.1.                                                               No notice requirement for either A                                                                              option to terminate all Loans.
                                                                                                                                                        the Defaulting Party of                                                                                   or B.                                                                                                           §12.
                                                                                                                                                        notice the Non-defaulting
                                                                                                                                                        Party has elected to
                                                                                                                                                        terminate.




                                                                                                                                                                                                                                         3
                                                                                                                                                                                                                                                                                                                                                                                                                     DISCUSSION DRAFT: September 4, 2002

                     BMA Master Repurchase                  PSA/ISMA Global Master Repurchase                                                             1997 FEOMA, 1997 ICOM                                           EMA / EMA Margin Maintenance                                                            2002 ISDA Master Agreement                                                                                                                        2000 Master OTC
Topic                     Agreement                                  Agreement 2000                                        1996 MSFTA                          & 1997 IFEMA     FMLG Collateral Annex                                Annex                              1992 ISDA Master Agreement                 as of July 18, 2002                        2001 ISDA Margin Provisions            2000 MSLA                              OSLA                   Options Agreement


9. Bankruptcy                                                                                                                                             (i) Party commences an         No standard Events of         Bankruptcy or Insolvency which                 A Party, any Credit Support                                                            Not applicable.                An Act of Insolvency occurs        Act of Insolvency occurs which An Act of Insolvency
                                                                                                                                                          Insolvency Proceeding; (ii)    Default are included in       includes: (i) dissolution or the passing of    Provider, or Specified Entity: (1) is       A Party, Credit Support Provider, or                                      which includes: (i)                includes: (i) general               occurs which includes:
                                                                                                                                                          a governmental authority       the Annex. It refers back     a resolution for a party's dissolution         dissolved (other than pursuant to a         Specified Entity: (1) is dissolved                                        commencement as debtor in          assignment for benefit of           (i) commencement as
                                                                                                                                                          commences an Insolvency        to the Events of Default of   (other than pursuant to a Corporate            merger); (2) becomes insolvent or is        (other than pursuant to a merger);                                        any case or proceeding under       creditors; (ii) written admission debtor in any case or
                                                           An Act of Insolvency shall occur with                                                          Proceeding with respect to     the master agreement.         Restructuring resulting in a solvent           unable to pay its debts or fails or         (2) becomes insolvent or is unable                                        any bankruptcy, insolvency,        of inability to pay debts; (iii)    proceeding under any
                                                           respect to any party upon: (i) its making a                                                    the Defaulting Party or its                                  Successor Entity); (ii) commencement of        admits in writing its inability to pay;     to pay its debts or fails or admits in                                    reorganization, liquidation,       seeking or consenting to the        bankruptcy,
                An Act of Insolvency occurs which          general assignment for benefit of, entering         An Act of Insolvency occurs which          assets or takes any action                                   an Insolvency Proceeding; (iii)                (3) makes a general assignment for          writing its inability to pay; (3) makes                                   moratorium, dissolution,           appointment of any trustee,         insolvency,
                includes: (i) the commencement by a        into a reoriganisation, arrangement, or             includes: (i) the commencement by a        under any bankruptcy,                                        commencement by a Competent                    the benefit of its creditors; (4)           a general assignment for the benefit                                      delinquency or similar law; (ii)   administrator, receiver or          reorganization,
                party as debtor of any case or             composition with creditors; or (ii) its             party as debtor of any case or             insolvency or similar law or                                 Authority of an Insolvency Proceeding;         commences or has a case                     of its creditors; (4)(A) institutes or                                    such a case or proceeding is       liquidator of the party or any      liquidation,
                proceeding under any bankruptcy,           admitting in writing that it is unable to pay       proceeding under any bankruptcy,           regulation which may                                         (iv) a Competent Authority takes action        commenced against it seeking                has instituted against it, by a                                           commenced against a party          material part of its property; (iv) moratorium,
                insolvency, reorganization, liquidation,   its debts as they become due, or (iii) its          insolvency, reorganization,                prevent the Defaulting                                       under any bankruptcy, insolvency or            judgment of insolvency or                   regulator or similar official with                                        and (a) is consented to, or (b)    presentation or filing of a         dissolution,
                moratorium, dissolution, delinquency       seeking, consenting to or acquiescing in            liquidation, moratorium, dissolution,      Party from performing its                                    similar law which is likely to prevent the     bankruptcy and the case (A) results         primary insolvency jurisdiction over                                      results in the entry of an order   petition for bankruptcy, winding- delinquency or similar
                or similar law, or such party seeking      the appointment of any trustee,                     delinquency or similar law, or such        obligations when due; (iii)                                  party from performing when due its             in such a judgment or (B) is not            it in the jurisdiction of its                                             for relief, or (c) is not          up, or insolvency or seeking        law, (ii) such a case or
                the appointment or election of a           administrator, receiver or liquidator or            party seeking the appointment or           an involuntary Insolvency                                    payment or delivery obligations; (v) a         dismissed within 30 days; (5) has a         incorporation or head office, an                                          dismissed within 15 days, (iii)    reorganization, liquidation, or proceeding is
                receiver, conservator, trustee,            analougous officer of it or any material part       election of a receiver, conservator,       Proceeding is commenced                                      person other than a Competent                  resolution passed for its winding-up        insolvency/ bankruptcy proceeding                                         general assignment for             dissolution if such petition is     commenced against a
                custodian or similar official for such     of its property; or (iv) the presentation or        trustee, custodian or similar official     with respect to the                                          Authority commences an Insolvency              (other than pursuant to a merger);          or a petition for its winding up, or (B)                                  benefit of creditors, and (iv)     not dismissed or stayed within party and (a) is
                party or any substantial part of its       filing of a petition in respect of it (other than   for such party or any substantial part     Defaulting Party or its                                      Proceeding and such action results in a        (6) seeks or becomes subject to an          has instituted against it an                                              written admission of inability     30 days; (v) appointment of         consented to, or (b)
                property, or the convening of any          by the counterparty to the Agreement in             of its property, or the convening of       assets which (A) results in                                  Judgment of Insolvency or is not               administrator or trustee; (7) has a         insolvency/bankruptcy proceeding                                          to pay debts. §§12.5, 25.1.        receiver, administrator,            results in the entry of
                meeting of creditors for purposes of       respect of obligations under the                    any meeting of creditors for purposes      the appointment of a                                         dismissed or stayed within 30 days; (vi)       secured party take possession of            or a petition for its winding up by a                                     (§11.5 in 1993 MSLA.)              liquidator or trustee over all or an order for relief, or
                commencing any such case or                Agreement) in any court or before any               of commencing any such case or             custodian or a judgment of                                   party is bankrupt or insolvency as             substantially all its assets or has an      person not descirbed in clause                                                                               any material part of the party or (c) is not dismissed
                proceeding against such party, or          agency alleging or for the bankruptcy,              proceeding against such party, or          insolvency or other similar                                  defined in applicable law in the Specified     attachment levied against                   (4)(A) and either (i) results in a                                                                           its property; and (vi) convening within 15 days, (iii)
                another seeking such an appointment        winding-up or insolvency of such party (or          another seeking such an appointment        relief or (B) is not                                         Jurisdiction; (vii) party makes a general      substantially all of its assets and it is   judgment of insolvency/ bankruptcy                                                                           of a meeting of a party's           general assignment
                or election; (ii) the commencement of      any analogous proceeding) or seeking any            or election; (ii) the commencement of      dismissed within 5 days;                                     assignment for the benefit of its              not discharged within 30 days; (8i)         or order for winding up or (ii) is not                                                                       creditors for a voluntary           for benefit of creditors,
                any such case or proceeding against        reorganisation, arrangement, composition,           any such case or proceeding against        (iv) the Defaulting Party is                                 creditors; (viii) party is unable to pay its   is subject to an event with an              dismissed, discharged, etc. w/in 15                                                                          arrangement under Section 3 and (iv) written
                such party, or another seeking such        re-adjustment, administration, liquidation,         such party, or another seeking such        bankrupt or insolvent as                                     debts as they fall due; or (ix) party          analogous effect to the above               days of the institution thereof; (5)                                                                         of the Insolvency Act of 1986 admission of inability
                an appointment or election, or the         dissolution or similar relief under any             an appointment or election, or the         defined by any applicable                                    causes or is subject to an event which,        events; or (9) takes any action in          has a resolution passed for its                                                                              and the Non-Defaulting Party to pay debts. §§ 8,
                filing against a party of an application   present or future statute, law or regulation,       filing against a party of an application   bankruptcy or insolvency                                     under the laws of the Specified                furtherance of or indicating consent        winding-up (other than pursuant to a                                                                         serves notice (except with the 2(a).
                for a protective decree under the          such petition (except in the case of a              for a protective decree under the          law; (v) Defaulting Party is                                 Jurisdiction, is analogous to any of the       to any of the above. §5(a)(vii).            merger); (6) seeks or becomes                                                                                presentation of a petition for
                provisions of the Securities Investor      petition for winding up or any analogous            provisions of the Securities Investor      unable to pay debts as they                                  above events. §6(1)(a)(viii)(6).                                                           subject to an administrator or                                                                               winding up or any analogous
                Protection Act of 1970, which              proceeding, in respect of which                     Protection Act of 1970, which              become due.                                                                                                                                             trustee;                                                                                                     proceeding or the appointment

                (a) is consented to or not timely          no 30 day period shall apply (see automatic         (a) is consented to or not timely                                                                                                                                                                  (7) has a secured party take                                                                                 of a liquidator or analogous
                contested by such party, (b) results in    acceleration in II.1 below)) not having             contested by such party, (b) results in                                                                                                                                                            possession of substantially all its                                                                          officer in which case no notice
                the entry of an order for relief, such     been stayed or dismissed within 30 days of          the entry of an order for relief, such                                                                                                                                                             assets or has an attachment levied                                                                           is required) . §12(D).
                an appointment or election, the            its filing, (v) the appointment of a receiver,      an appointment or election, the                                                                                                                                                                    against substantially all of its assets
                issuance of such a protective decree       administrator, liquidator or trustee or             issuance of such a protective decree                                                                                                                                                               and it is not discharged w/in 30
                or the entry of an order having a          analogous officer of such party or over all         or the entry of an order having a                                                                                                                                                                  days; (8) is subject to an event with
                similar effect, or (c) is not dismissed    or any material part of such party’s property       similar effect, or (c) is not dismissed                                                                                                                                                            an analogous effect to the above
                within 15 days; (iii) the making by        (see automatic acceleration in II.1 below),         within 15 days; (iii) the making by                                                                                                                                                                events; or (9) takes any action in
                such party of a general assignment         or (vi) the convening of any meeting of its         such party of a general assignment                                                                                                                                                                 furtherance of, or indicating consent
                for benefit of creditors; and (iv) the     creditors for the purposes of considering a         for benefit of creditors; and (iv) the                                                                                                                                                             to, any of the above. §5(a)(vii).
                admission in writing by such party of      voluntary arrangement as referred to in §3          admission in writing by such party of
                such party's inability to pay its debts    of the Insolvency Act of 1986 (or any               such party's inability to pay its debts
                as they become due. §11(v). Upon           analogous proceeding). §10(a)(vi).                  as they become due. §7(ii). Upon
                the occurrence of an Act of                                                                    the occurrence of an Act of
                Insolvency, the non-Defaulting party's                                                         Insolvency, the non-Defaulting party's
                option to declare an Event of Default                                                          option to declare an Event of Default
                is deemed to have been exercised                                                               is deemed to have been exercised
                immediately and automatic                                                                      immediately and automatic
                acceleration occurs (see II.1 and II.2                                                         acceleration occurs (see II.1 and II.2
                below).                                                                                        below).




                                                                                                                                                                                                                                            4
                                                                                                                                                                                                                                                                                                                                                                                             DISCUSSION DRAFT: September 4, 2002

                      BMA Master Repurchase              PSA/ISMA Global Master Repurchase                                                  1997 FEOMA, 1997 ICOM                                EMA / EMA Margin Maintenance                                                        2002 ISDA Master Agreement                                                                                                                           2000 Master OTC
Topic                      Agreement                              Agreement 2000                                  1996 MSFTA                     & 1997 IFEMA     FMLG Collateral Annex                     Annex                            1992 ISDA Master Agreement               as of July 18, 2002                     2001 ISDA Margin Provisions                    2000 MSLA                            OSLA                   Options Agreement



10. Other        Either party fails to perform any      Not applicable.                               Not applicable.                        Merger with substantially Not applicable.        (A) Guarantee given with respect to a        The party or any Credit Support           The party or any Credit Support         Additional Japanese Events of          Failure to transfer               Either Party is declared in        Failure by Party B or
                 covenant or obligation under Annex                                                                                         weaker entity or surviving                        party is not in full force and effect,       Provider of such party merges and         Provider of such party merges and       Default. §4.1. Refers back to          Distributions and such failure    default by the appropriate         its affiliates, following
                 III, including payment of Tax gross-up                                                                                     entity fails to assume all                        unless due to terms of the guarantee,        the resulting entity does not assume      the resulting entity does not assume    payment and delivery related           has not been cured by the         exchange or is suspended or        a written demand, to
                 within one business day after notice.                                                                                      obligations. If agreed in the                     satisfaction of all obligations secured by   the obligations under the                 the obligations under the Agreement     Events of Default listed in §5(a) of   day after notice. §12.4.          expelled from membership or        give within a
                                                                                                                                            Schedule, failure to give                         such guarantee, or mutual agreement of       Agreement. §5(a)(viii).                   or the benefits of any Credit Support   ISDA Master Agreement. §5.19.          (§11.4 in 1993 MSLA.) (1993       participation in any exchange,     reasonable time
                                                                                                                                            adequate assurances of a                          the parties. §6(1)(a)(x). (B) Corporate                                                Document fail to extend such entity.                                           MSLA also includes: (1)           association, or self-regulatory    adequate assurances
                                                                                                                                            party's own ability to                            restructuring without assumption of                                                    §5(a)(viii).                                                                   suspension or expulsion from      organization, or is suspended      of its ability to perform
                                                                                                                                            perform under the                                 obligations. §6(1)(a)(vii).                                                                                                                                           any national securities           from dealing in securities and     under this Agreement,
                                                                                                                                            Agreement within 2 days of                                                                                                                                                                                              exchange or registered            the Non-Defaulting Party           any Option or any
                                                                                                                                            a written request when the                                                                                                                                                                                              securities association or self-   serves written notice. §12(G).     other agreement or
                                                                                                                                            other Party has reasonable                                                                                                                                                                                              regulatory organization or        Assets of a Party are              transaction between
                                                                                                                                            grounds for insecurity.                                                                                                                                                                                                 suspension from dealing in        transferred to a trustee by a      Party A or any of its
                                                                                                                                            §11.14.                                                                                                                                                                                                                 securities by federal or state    regulatory authority pursuant to   affiliates and Party B
                                                                                                                                                                                                                                                                                                                                                                    government §11.6; (2)             securities regulations and Non-    or any of its affiliates.
                                                                                                                                                                                                                                                                                                                                                                    withdrawal, suspension,           Defaulting Party serves written    Annex IIIa, §7.
                                                                                                                                                                                                                                                                                                                                                                    revocation of its license,        notice. §12(H).
                                                                                                                                                                                                                                                                                                                                                                    charter, or other authorization
                                                                                                                                                                                                                                                                                                                                                                    necessary to conduct a
                                                                                                                                                                                                                                                                                                                                                                    material portion of its
                                                                                                                                                                                                                                                                                                                                                                    business §11.7)


II. Terms that
affect default
notice:

1. Automatic     Any Act of Insolvency occurs with      (A) The presentation or filing of a petition in Any Act of Insolvency occurs with   If Automatic Termination is §7.1 refers back to   Unless otherwise agreed, a party is          If Automatic Early Termination is         If Automatic Early Termination is       See II.2 below.                        Upon any Act of Insolvency.       Upon an Event of Default,          Upon an Act of
acceleration     respect to a party. §11(v).            respect of it (other than by the counterparty respect to a party. §7(ii).           specified in the Schedule, Master Agreement.      dissolved or has a resolution passed for     specified in the Schedule and if a        specified in the Schedule and if a                                             §12.                              obligations are accelerated.       Insolvency and
                                                        to the Agreement in respect of obligations                                          Defaulting Party                                  its dissolution (other than pursuant to a    party (i) is dissolved (other than        party (i) is dissolved (other than                                                                               §8(B).                             without prior notice to
                                                        under the Agreement) in any court or                                                commences a voluntary                             Corporate Restructuring resulting in a       pursuant to a merger); (ii) makes a       pursuant to a merger); (ii) makes a                                                                                                                 the defaulting party,
                                                        before any agency alleging or for the                                               Insolvency Proceeding or                          solvent Successor Entity); the party         general assignment, arrangement or        general assignment, arrangement or                                                                                                                  the non-defaulting
                                                        bankruptcy, winding-up or insolvency of                                             takes any corporate action                        commences an Insolvency Proceeding           composition for the benefit of            composition for the benefit of                                                                                                                      party may (I) cancel
                                                        such party (or any analogous proceeding)                                            to authorize a voluntary                          against itself or takes any corporate        creditors; (iii) has a resolution         creditors; (iii) has a resolution                                                                                                                   and liquidate and
                                                        or seeking any reorganization,                                                      Proceeding; a                                     action to authorize such Insolvency          passed for its winding-up, official       passed for its winding-up, official                                                                                                                 close out Options, (ii)
                                                        arrangement, composition, re-adjustment,                                            governmental authority or                         Proceeding; a governmental or judicial       management or liquidation (other          management or liquidation (other                                                                                                                    set off obligations, (iii)
                                                        administration, liquidation, dissolution or                                         SRO having jurisdiction                           authority or self-regulatory organization    than pursuant to merger); (iv) seeks      than pursuant to merger); (iv) seeks                                                                                                                sell any or all noncash
                                                        similar relief under any present or future                                          over Defaulting Party or its                      in a Specified Jurisdiction (a "Competent    or becomes subject to the                 or becomes subject to the                                                                                                                           Collateral (or give the
                                                        statute, law or regulation, such petition                                           assets in country of its                          Authority") commences an Insolvency          appointment of an administrator,          appointment of an administrator,                                                                                                                    defaulting party credit
                                                        (except in the case of a petition for winding                                       organization or principal                         Proceeding with respect to the party; or     provisional liquidator, conservator,      provisional liquidator, conservator,                                                                                                                for the noncash
                                                        up or any analogous proceeding, in respect                                          office commences an                               a person other than a Competent              receiver, trustee, custodian or other     receiver, trustee, custodian or other                                                                                                               Collateral) and apply
                                                        of which no 30 day period shall apply) not                                          Insolvency Proceeding or                          Authority commences an Insolvency            similar official for it or all or         similar official for it or all or                                                                                                                   the proceeds and any
                                                        having been stayed or dismissed within 30                                           takes any action under any                        Proceeding against the party in a            substantially all its assets; or (v) an   substantially all its assets; or (v) an                                                                                                             Cash Collateral to the
                                                        days of its filing; or (B) the appointment of a                                     bankruptcy or banking or                          Specified Jurisdiction and such action       analogous event occurs, then an           analogous event occurs, then an                                                                                                                     Secured Obligations,
                                                        receiver, administrator, liquidator or trustee                                      insurance law which may                           results in a Judgment of Insolvency or       Early Termination Date will be            Early Termination Date will be                                                                                                                      and (iv) take other
                                                        or analogous officer of such party or over                                          prevent the Defaulting                            the party causes or is subject to any        deemed to have occurred as of the         deemed to have occurred as of the                                                                                                                   necessary actions to
                                                        all or any material part of such party’s                                            Party from performing as                          event which under the laws of the            time immediately preceding the            time immediately preceding the                                                                                                                      protect and enforce its
                                                        property. §10(a)(vi).                                                               and when due; or an                               Specified Jurisdiction; or has an effect     relevant proceeding or petition.          relevant proceeding or petition.                                                                                                                    rights. §8(a).
                                                                                                                                            involuntary Insolvency                            analogous to any of the above events.        §6(a).                                    §6(a).
                                                                                                                                            Proceeding is commenced                           §6(1)(a)(viii) no's 1; 2; 3; 5; and 9 and
                                                                                                                                            with respect to the                               §6(1)(b). None in Margin Maintenance
                                                                                                                                            Defaulting Party that                             Annex.
                                                                                                                                            results in (a) the
                                                                                                                                            appointment of a Custodian
                                                                                                                                            or a judgment of insolvency
                                                                                                                                            or (2) is not dismissed
                                                                                                                                            within 5 days. §§4.1, 8.1.




                                                                                                                                                                                                                  5
                                                                                                                                                                                                                                                                                                                                                                                                                        DISCUSSION DRAFT: September 4, 2002

                        BMA Master Repurchase               PSA/ISMA Global Master Repurchase                                                         1997 FEOMA, 1997 ICOM                                           EMA / EMA Margin Maintenance                                                          2002 ISDA Master Agreement                                                                                                                              2000 Master OTC
Topic                        Agreement                               Agreement 2000                                     1996 MSFTA                         & 1997 IFEMA     FMLG Collateral Annex                                Annex                              1992 ISDA Master Agreement               as of July 18, 2002                        2001 ISDA Margin Provisions                     2000 MSLA                            OSLA                  Options Agreement


2. Default       Except upon an Act of Insolvency          Default Notice required for each Event of        Except upon an Act of Insolvency          Close-out is effective upon   If an Event of Default or      Under §6(1)(b), the Non-Defaulting             The Non-Defaulting Party may send         The Non-Defaulting Party may send          Part 2 - NEW YORK LAW -                 Termination date established      Lender may call for the           Not applicable.
Notice/Close-out where the nondefaulting party's option    Default, except Acts of Insolvency.              where the nondefaulting party's           receipt by Defaulting Party   Collateral Annex Event of      Party may terminate by giving not more         a notice specifying the relevant          a notice specifying the relevant           Taker's remedies available upon         by notice can be no earlier       redelivery of Equivalent
Notice           to declare an Event of Default is         Repurchase Date is deemed immediately            option to declare an Event of Default     of notice that the Non-       Default has occurred and       than 20 days' notice of Termination Date       Event of Default and designating an       Event of Default and designating an        Event of Default or Specified           than the standard settlement      Securities by giving notice of
                 deemed to have been exercised             to occur. Where non-Defaulting party has         is deemed to have been exercised          Defaulting Party is           is continuing with respect     designated by it. Termination shall be         Early Termination Date (which shall       Early Termination Date (which shall        Condition with respect to Provider      date applicable to a purchase     not less than the standard
                 immediately, the nondefaulting party      made all practicable efforts to do so,           immediately, the nondefaulting party      terminating the Currency      to Pledgor, Secured Party      automatic in cases of insolvency. Non-         not be earlier than the date notice is    not be earlier than the date notice is     (or as to which Provider is the         or sale of the Loaned             settlement time for such
                 may declare an Event of Default to        including at least 2 of telex, fax and           may declare an Event of Default to        Obligations and Options       may exercise all rights        Defaulting Party as soon as reasonably         effective and not more than 20 days       effective and not more than 20 days        Affected Party) or upon related         Securities or the non-cash        Equivalent Securities on the
                 have occurred. The nondefaulting          electronic messaging, & is unable to serve       have occurred. The nondefaulting          (except in case of            and remedies. Secured          possible calculates as of Termination          thereafter). (If the parties specify in   thereafter). (If the parties specify in    designation or occurrence of early      Collateral securing the Loan      exchange through which they
                 party shall give notice of the exercise   Default Notice, it may sign Special Default      party shall give notice of the exercise   automatic close-out). Non-    Party will attempt in good     Date, Final Settlement Amount payable          the Schedule that Automatic Early         the Schedule that Automatic Early          termination date with respect to all    entered into at the time of       were originally delivered. If
                 of such option as promptly as             Notice (not in '95 version) specifying details   of such option as promptly as             defaulting Party then         faith and use reasonable       immediately upon receipt of notice of          Termination is applicable, then no        Termination is applicable, then no         outstanding transactions and may        such notice and, unless           Borrower does not redeliver,
                 practicable. §11(a). If nondefaulting     of Default & steps taken to issue Default        practicable. §7(a). If nondefaulting      calculates closing gain or    efforts to provide notice      calculation if termination is due to default   notice is required.) On the Early         notice is required.) On the Early          set-off amounts payable against         otherwise agreed, shall be the    Lender may, upon written
                 party declares an Event of Default,       Notice; it is effective upon signature & shall   party declares an Event of Default,       loss. §8.1.                   however failure to provide     or within 2 Business Days if due to            Termination Date, or as soon as           Termination Date, or as soon as            Margin Received or may liquidate        next Business Day in the case     notice, terminate the loan.
                 then Repurchase obligation becomes        be delivered as soon as practicable: Event       then Transactions may be closed out                                     notice does not prejudice      Termination. No Events of Default              reasonably practicable thereafter,        reasonably practicable thereafter,         any Margin Received held by             of Government Securities,         §7(B).
                 immediately due and payable and           of Default shall be treated with effect from     and nondefaulting party, without prior                                  Secured Party rights,          specified in Margin Maintenance Annex.         each party makes the calculations         each party makes the calculations          Taker and apply proceeds to             and the 3rd Business Day
                 nondefaulting party, without prior        the date and time specified. §14(c).             notice, may: (i) immediately sell any                                   except such notice                                                            contemplated by §6(e) and provides        contemplated by §6(e) and provides         amounts payable by Provider.            following notice in the case of
                 notice, may: (i) as Buyer, immediately    Individual Transaction termination by            noncash Collateral and apply the                                        required by mandatory                                                         the other party with a statement          the other party with a statement           Provider's remedies available           all other Securities. §6.1(a).
                 sell any of the Purchased Securities      written notice may be remedy for Seller's        proceeds and any cash Collateral to                                     provisions of law §§ 7.3,                                                     showing its calculations (and any         showing its calculations (and any          upon designation of such as early       Notwithstanding the above,
                 and apply the proceeds to the             failure to deliver Purchased Securities on       the Secured Obligations or give the                                     7.1(b).                                                                       quotations used). The net close-out       quotations used). The Early                termination date with respect to        Borrower may terminate by
                 aggregate unpaid Repurchase Prices        Purchase Date and Buyer's failure to             defaulting party credit for such                                                                                                                      payment is due on the date the            Termination Amount and any                 Taker and Taker must immediately        transferring Loaned Securities
                 owing by the defaulting party or give     deliver Equivalent Securities on                 noncash Collateral. §7(a). Collateral                                                                                                                 notice of the amount payable is           interest under §9 is due on the date       Transfer all Margin Received and        to Lender before the Cutoff
                 the defaulting party credit for such      Repurchase Date. §10(g-h). Repurchase            held by the defaulting party shall be                                                                                                                 effective if related to an Event of       the notice of the amount payable is        any Interest Amount to the              Time if the collateral is cash
                 Purchased Securities (§11(d)(i)), or      Date for each Transaction is deemed to           transferred to the nondefaulting party                                                                                                                Default or within 2 Local Business        effective if related to an Event of        Provider. §2.4. Part 3 - ENGLISH        or Government Securities or
                 (ii) as Seller, purchase, or be deemed    immediately occur upon an Event of               who may, without notice, purchase or                                                                                                                  Days after notice is effective if         Default or within 2 Local Business         LAW -- All remedies are available       Lender is not permitted to
                 to have purchased, Replacement            Default. Thereafter, the parties' payments       be deemed to have purchased                                                                                                                           related to a Termination Event.           Days after notice is effective if          upon occurrence or designation of       Retransfer Collateral.
                 Securities (§11(d)(ii)).                  of the Repurchase Price for any Equivalent       Replacement Securities. §7(b).                                                                                                                        §6(d)(ii).                                related to a Termination Event.            early termination with respect to all   §6.1(b). (§ 5 in '93 MSLA.)
                                                           Securities and the repayment of any Cash                                                                                                                                                                                                         §6(d)(ii).                                 transactions.
                                                           Margin are netted and due on the next
                                                           following Business Day. §10(b-c).


3. Notice/Default Mail, facsimile, telegraph, messenger    Notices may be delivered in writing person       Mail, facsimile, telegraph, messenger     Mail, messenger, telex,       Mail, courier, telex (if       Unless otherwise specified, letter or          Notices may be given in any               Notices may be given in any                As set forth in Notices Section of      By mail, facsimile, e-mail,       In writing (no provision          By telephone, mail,
Notice;           or otherwise. All notices may be         or by courier (effective at time delivered),     or otherwise. All notices may be          facsimile, or telephone.      answerback received),          telefax (effective upon receipt by             manner in §12, but notice of default      manner in §12, but notice of default       principal Agreement except as           electronic message,               regarding effective time). §20.   facsimile, e-mail,
Effectiveness     made orally, to be confirmed promptly    by telex (at time answerback is received);       made orally, to be confirmed              Deemed effective upon         facsimile (confirmed if        addressee); telex (upon receipt of             or termination and designation of         or termination and designation of          otherwise specified in Margin           telegraph, messenger or                                             electronic message,
                  in writing or by other communication.    by facsimile (at time when transmission is       promptly in writing or by other           receipt unless otherwise      requested), telephone to       answerback); electronic messaging              Early Termination Date cannot be          Early Termination Date cannot be           Provisions or Supplement and            otherwise and is deemed                                             telegraph, messenger
                  Effective time of notice is not          received by a responsible employee in            communication. §10. Effective time of     specified. §11.4.             individual specified in Part   (upon receipt). If first received on a day     given by fax or electronic                given by e-mail or electronic              means, notwithstanding Notices          effective upon receipt or, if not                                   or otherwise. Deemed
                  specified.                               legible form and sender has burden of            notice is not specified.                                                XII of Schedule, except        that is not a Business Day or after close      messaging system. Other methods           messaging system. Other methods            Section, an irrevocable notice,         received, at the time delivery                                      effective on the day
                                                           proving receipt, which is not met by a                                                                                   agreements to terminate        of Business Day it shall take effect on        are (i) in writing and delivered in       are (i) in writing and delivered in        which may be written, oral, by          was in good faith attempted.                                        and at the time it is
                                                           transmission report on sender's machine);                                                                                Collateral Annex, which        following Business Day. §8(1) and (2).         person or by courier (effective date      person or by courier (effective date       telephone, fax, telex, email or         By telephone but is deemed                                          received or, if not
                                                           certified or registered mail (at time when                                                                               must be in writing.                                                           is date of delivery); (ii) by telex       is date of delivery); (ii) by telex        electronic messaging. §1.10(d)          effective only if such notice is                                    received, on the day
                                                           delivery is made or attempted); electronic                                                                               Electronic messaging or                                                       (effective date is date recipient's       (effective date is date recipient's        and §5.33.                              followed with a written                                             and at the time on
                                                           messaging system (at time received). But                                                                                 email if and as specified                                                     answerback is received); (iii) by         answerback is received); (iii) by                                                  confirmation and at least one                                       which delivery was in
                                                           if notice is received or attempted after close                                                                           in Part XII of the                                                            certified or registered mail (effective   certified or registered mail (effective                                            of the other means of notice                                        good faith attempted;
                                                           of business on a date, or on a day when                                                                                  Schedule. Unless                                                              date is date of delivery or attempted     date is date of delivery or attempted                                              listed above was previously                                         provided that notice by
                                                           banks are not open in place of delivery,                                                                                 otherwise specified notice                                                    delivery); (iv) by electronic             delivery); (iv) by electronic                                                      attempted in good faith.                                            telephone is effective
                                                           notice is treated as given at opening of                                                                                 effective upon receipt.                                                       messaging (effective date is date of      messaging (effective date is date of                                               (1993 MSLA provides for                                             only if followed by
                                                           business on next following banking day.                                                                                  §8.3.                                                                         receipt); (v) by fax (effective date is   receipt); (v) by fax (effective date is                                            notices in writing or confirmed                                     written confirmation
                                                           §14(b) and see II.2 above.                                                                                                                                                                             date of receipt by a responsible          date of receipt by a responsible                                                   in writing to be effective upon                                     thereof and at least
                                                                                                                                                                                                                                                                  employee of recipient). If notice         employee of recipient); (vi) by e-mail                                             actual receipt. §23.)                                               one of the other
                                                                                                                                                                                                                                                                  would be effective on a day other         (effective date is date of delivery). If                                                                                                               means of notice
                                                                                                                                                                                                                                                                  than a Local Business Day, it will be     notice would be effective on a day                                                                                                                     specifically listed
                                                                                                                                                                                                                                                                  deemed effective on the next Local        other than a Local Business Day or                                                                                                                     above was previously
                                                                                                                                                                                                                                                                  Business Day.                             after 5:00 p.m. in the receiving                                                                                                                       attempted in good
                                                                                                                                                                                                                                                                                                            location, it will be deemed effective                                                                                                                  faith. §10. Notices with
                                                                                                                                                                                                                                                                                                            on the next Local Business Day.                                                                                                                        respect to
                                                                                                                                                                                                                                                                                                                                                                                                                                                                   International
                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Transactions shall be
                                                                                                                                                                                                                                                                                                                                                                                                                                                                   in English. Annex IV,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                   §4.




                                                                                                                                                                                                                                        6
Sending Default Notice (in writting stating an event shall be treated as
an Event of Default) required for each Event of Default, other than
those specific Acts of Insolvency which do not require notice (see
automatic acceleration section below). Repurchase Date is deemed
immediately to occur. Where non-Defaulting party has made all
practicable efforts to do so, including at least 2 of telex, fax and
electronic messaging, and is unable to serve Default Notice, non-
Defaulting Party may sign written notice ("Special Default Notice"; not
in '95 version) specifying details of Default and steps taken to issue
Default Notice. Special Default Notice effective upon signature: Event
of Default shall be treated with effect from the date and time specified.
Special Default Notice to be given as soon as practicable after
signature to Defaulting Party §14(c). Individual Transaction termination
by written notice available as a remedy for Seller's failure to deliver
Purchased Securities on Purchase Date and Buyer's failure to deliver
Equivalent Securities on Repurchase Date. §10(g-h). The
Repurchase Date for each Transaction is deemed to immediately
occur upon an Event of Default. Thereafter, with respect to the
payment of the Repurchase Price for any Equivalent Securities and
the repayment of any Cash Margin, the parties respective payments
are netted and due on the next following Business Day. §10(b-c).
Sending of Default Notice (written notice stating that an
event shall be treated as an Event of Default) required
for each Event of Default, other than those specific
Acts of Insolvency which do not require notice (see
automatic acceleration section below). Repurchase
Date is deemed immediately to occur. Where non-
Defaulting party has made all practicable efforts to do
so, including at least two of telex, fax and electronic
messaging and such party is unable to serve Default
Notice, non-Defaulting Party may sign written notice
("Special Default Notice"; not in '95 version) specifying
details of Default and steps taken to issue Default
Notice. Special Default Notice effective upon
signature: Event of Default shall be treated with effect
from the date and time specified. Special Default
Notice to be given as soon as practicable after
signature to Defaulting Party §14(c). Individual
Transaction termination by written notice available as a
remedy for Seller's failure to deliver Purchased
Securities on Purchase Date and Buyer's failure to
deliver Equivalent Securities on Repurchase Date.
§10(g-h). The Repurchase Date for each Transaction
is deemed to immediately occur upon an Event of
Default. Thereafter, with respect to the payment of the
Repurchase Price for any Equivalent Securities and the
repayment of any Cash Margin, the parties respective
payments are netted and due on the next following
Business Day. §10(b-c).

								
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