Common use of Amendment to ISDA Form Clause in Contracts

Amendment to ISDA Form. The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the Agreement is hereby amended by deleting the word "third" in the third line thereof and inserting the word "first" in place thereof. Exhibit A GUARANTY The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"), hereby absolutely, unconditionally and irrevocably guaranties the prompt payment as and when due of all present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the State of Delaware ("THE GUARANTEED SUBSIDIARY") including, without limitation, any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the form attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the Chief Financial Officer of the Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the Guarantee, the Guarantor shall be subrogated to the rights of the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a rating of THE GUARANTEED SUBSIDIARY or any of its obligations or of any product offered or in any manner contractually supported by THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the Chief Executive Officer, the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by THE GUARANTEED SUBSIDIARY, and (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, Switzerland.

Amendment to ISDA Form. The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the Agreement is hereby amended by deleting the word "third" in the third line thereof and inserting the word "first" in place thereof. Exhibit A --------- GUARANTY -------- The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"), hereby absolutely, unconditionally and irrevocably guaranties the prompt payment as upon first demand if and when due of all present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the State of Delaware corporation ("THE GUARANTEED SUBSIDIARY") including, without limitation, any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the form attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the Chief Financial Officer of the Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but SUBSIDIARY. However, no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the . The Guaranty thereby constitutes and is intended by the parties Guarantor to constitute a an unlimited, non-accessory undertaking ("unbeschrankte, nicht akzessorische Verpflichtung") within the meaning of Art. I I I 111 of the Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the GuaranteeGuaranty, the Guarantor shall be subrogated entitled to require the assignment to it of the rights of the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request require to implement such subrogationassignment. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation assignment unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a rating of THE GUARANTEED SUBSIDIARY or any of its obligations or of any product offered or in any manner contractually supported by THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the Chief Executive Officer, the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by THE GUARANTEED SUBSIDIARY, and (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, Switzerland.

Amendment to ISDA Form. The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the Agreement is hereby amended by deleting the word "third" in the third line thereof and inserting the word "first" in place thereof. Exhibit A --------- GUARANTY -------- The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"), hereby absolutely, unconditionally and irrevocably guaranties the prompt payment as and when due of all present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the State of Delaware ("THE GUARANTEED SUBSIDIARY") including, without limitation, any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the form attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the Chief Financial Officer of the Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Swiss Code of Obligations ("CO") and not a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the Guarantee, the Guarantor shall be subrogated to the rights of the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation unless and until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a rating of THE GUARANTEED SUBSIDIARY or any of its obligations or of any product offered or in any manner contractually supported by THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the Chief Executive Officer, the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by THE GUARANTEED SUBSIDIARY, and (b) authorize either such Member of the Executive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, Switzerland.