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NOVATION AGREEMENT

This Novation Agreement is dated [●]

Parties:

(1)

[●] (the “Transferor”)

(2)

[●] (the “Transferee”)

(3)

[●] (the “Remaining Party”)

Recitals:

(A)

The Transferor and the Remaining Party have entered into an ISDA Master Agreement dated [●] (the “Old

Master Agreement”) and a transaction (the “Original Transaction”) evidenced by a confirmation dated [●]

and attached hereto as the Appendix (the “Confirmation”).

(B)

The Remaining Party and the Transferee are parties to a Master Agreement dated [●] (the “New Master

Agreement”).

(C)

The Transferor has agreed to novate the Original Transaction to the Transferee with the consent of the

Remaining Party pursuant to the terms of this Novation Agreement.

NOW IT IS HEREBY AGREED as follows

Interpretation

Unless otherwise stated, terms defined in the Original Transaction have the same meaning when used herein.

Novation

2.1

In consideration of the mutual releases of the Transferor and the Remaining Party herein contained and the

mutual obligations assumed herein by the Remaining Party and the Transferee, the parties to this Novation

Agreement hereby agree that, with effect from [●] (the “Novation Date”):

(i)

subject as hereinafter provided the Remaining Party and the Transferor shall each be released from

further obligations to the other (without prejudice to the obligations of the Remaining Party and the

Transferor prior to the Novation Date) under the Original Transaction and their respective rights and

obligations against each other shall be cancelled (such cancelled rights and obligations, “discharged

rights and obligations“)

(ii)

the Remaining Party and the Transferee shall each assume obligations towards each other and

acquire rights against each other which differ from the discharged rights and obligations only insofar

as (a) the Remaining Party and such Transferee have assumed and acquired the same in place of

the Remaining Party and the Transferor and (b) as amended by 2.1 (iv) below.

(iii)

the Transferor and the Transferee both hereby agree that, in respect of each of the Original

Transaction, the Transferor has provided the Transferee with a copy of the Confirmation; and

(iv)

the Confirmation shall supplement, form a part of and be subject to the New Master Agreement and

that, with effect from the Novation Date, all references in the Confirmation to the Old Master

Agreement shall be deemed references to the New Master Agreement.

2.2

The Transferee hereby agrees that with effect from the Novation Date it shall perform in accordance with

their terms all those obligations under the Original Transaction (as amended by section 2.1 (iv)) which by the

terms of this Novation Agreement will be assumed by it with effect from the Novation Date.

2.3

The Remaining Party and the Transferee hereby agree that, notwithstanding the Novation Date, in respect of

the Original Transaction and of the relevant Fixed Rate Payer Payment Dates, and Floating Rate Payer

Payment Dates, the first relevant Calculation Period shall commence on the date that is the first day of the

Calculation Period for such Fixed Rate Amounts and Floating Rate Amounts, as the case may be, in which

the Novation Date would, but for this Novation Agreement, fall.

Representations

3.1

Each party represents and warrants that:

(i)

it has power to enter into, and has duly authorised the execution and delivery of this Novation

Agreement.

(ii)

its obligations hereunder constitute its legal, valid and binding obligations enforceable in accordance

with their terms;

(iii)

all consents, licences, approvals and authorisations of, or registrations or declarations with, any

governmental or other authority required to be obtained by it with respect to this Novation Agreement

have been obtained or made and are valid and subsisting;

Novation Agreement

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