MASTER AGREEMENT

                                                                  Exhibit 99.2


(Multicurrency--Cross Border)
                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                         dated as of November 24, 2006


   GOLDMAN SACHS MITSUI MARINE        and       GSAA HOME EQUITY TRUST 2006-19
    DERIVATIVE PRODUCTS, L.P.




have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows:

1.  Interpretation

(a)      Definitions. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      Inconsistency. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master
Agreement, the Schedule will prevail. In the event of any inconsistency
between the provisions of any Confirmation and this Master Agreement
(including the Schedule), such Confirmation will prevail for the purposes of
the relevant Transaction.

(c)      Single Agreement. All Transactions are entered into in reliance on
the fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.

2.       Obligations

(a)      General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for
      value on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than
      by payment), such delivery will be made for receipt on the due date in
      the manner customary for the relevant obligation unless otherwise
      specified in the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event
      of Default with respect to the other party has occurred and is
      continuing, (2) the condition precedent that no Early Termination Date
      in respect of the relevant Transaction has occurred or been effectively
      designated and (3) each other applicable condition precedent specified
      in this Agreement.



      Copyright (C) 1992 by International Swap Dealers Association, Inc.


<PAGE>

(b)    Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c)    Wetting. If on any date amounts would otherwise be payable:--

       (i) in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d)    Deduction or Withholding for Tax.

       (i)   Gross-Up. All payments under this Agreement will be made without
any deduction or withholding for or on account of any Tax unless such
deduction or withholding is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, then in effect. If a
party is so required to deduct or withhold, then that party ("X") will:--

             (1)  promptly notify the other party ("Y") of such requirement;

             (2) pay to the relevant authorities the full amount required to
             be deducted or withheld (including the full amount required to be
             deducted or withheld from any additional amount paid by X to Y
             under this Section 2(d)) promptly upon the earlier of determining
             that such deduction or withholding is required or receiving
             notice that such amount has been assessed against Y;

             (3) promptly forward to Y an official receipt (or a certified
             copy), or other documentation reasonably acceptable to Y,
             evidencing such payment to such authorities; and

             (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
             the payment to which Y is otherwise entitled under this
             Agreement, such additional amount as is necessary to ensure that
             the net amount actually received by Y (free and clear of
             Indemnifiable Taxes, whether assessed against X or Y) will equal
             the full amount Y would have received had no such deduction or
             withholding been required. However, X will not be required to pay
             any additional amount to Y to the extent that it would not be
             required to be paid but for:--

                 (A) the failure by Y to comply with or perform any agreement
                 contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                 (B) the failure of a representation made by Y pursuant to
                 Section 3(f) to be accurate and true unless such failure
                 would not have occurred but for (I) any action taken by a
                 taxing authority, or brought in a court of competent
                 jurisdiction, on or after the date on which a Transaction is
                 entered into (regardless of whether such action is taken or
                 brought with respect to a party to this Agreement) or (II) a
                 Change in Tax Law.


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<PAGE>


      (ii) Liability. If: --

           (1) X is required by any applicable law, as modified by the
           practice of any relevant governmental revenue authority, to make
           any deduction or withholding in respect of which X would not be
           required to pay an additional amount to Y under Section 2(d)(i)(4);

           (2) X does not so deduct or withhold; and

           (3) a liability resulting from such Tax is assessed directly
           against X,

      then, except to the extent Y has satisfied or then satisfies the
      liability resulting from such Tax, Y will promptly pay to X the amount
      of such liability (including any related liability for interest, but
      including any related liability for penalties only if Y has failed to
      comply with or perform any agreement contained in Section 4(a)(i),
      4(a)(iii) or 4(d)).

(e)   Default Interest; Other Amounts. Prior to the occurrence or
effective designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.

3.     Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:--

(a)    Basic Representations.

       (i) Status. It is duly organised and validly existing under the laws of
       the jurisdiction of its organisation or incorporation and, if relevant
       under such laws, in good standing;

       (ii) Powers. It has the power to execute this Agreement and any other
       documentation relating to this Agreement to which it is a party, to
       deliver this Agreement and any other documentation relating to this
       Agreement that it is required by this Agreement to deliver and to
       perform its obligations under this Agreement and any obligations it has
       under any Credit Support Document to which it is a party and has taken
       all necessary action to authorise such execution, delivery and
       performance;

       (iii) No isolation or Conflict. Such execution, delivery and
       performance do not violate or conflict with any law applicable to it,
       any provision of its constitutional documents, any order or judgment of
       any court or other agency of government applicable to it or any of its
       assets or any contractual restriction binding on or affecting it or any
       of its assets;

       (iv) Consents. All governmental and other consents that are required to
       have been obtained by it with respect to this Agreement or any Credit
       Support Document to which it is a party have been obtained and are in
       full force and effect and all conditions of any such consents have been
       complied with; and

       (v) Obligations Binding. Its obligations under this Agreement and any
       Credit Support Document to which it is a party constitute its legal,
       valid and binding obligations, enforceable in accordance with their
       respective terms (subject to applicable bankruptcy, reorganisation,
       insolvency, moratorium or similar laws affecting creditors' rights
       generally and subject, as to enforceability, to equitable principles of
       general application (regardless of whether enforcement is sought in a
       proceeding in equity or at law)).

                                      3                         ISDA(R) 1992
<PAGE>



(b)    Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

(c)    Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)    Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e)    Payer Tax Representation. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)    Payee Tax Representations. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.     Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)    Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

       (i) any forms, documents or certificates relating to taxation specified
       in the Schedule or any Confirmation;

       (ii) any other documents specified in the Schedule or any Confirmation;
       and

       (iii) upon reasonable demand by such other party, any form or document
       that may be required or reasonably requested in writing in order to
       allow such other party or its Credit Support Provider to make a payment
       under this Agreement or any applicable Credit Support Document without
       any deduction or withholding for or on account of any Tax or with such
       deduction or withholding at a reduced rate (so long as the completion,
       execution or submission of such form or document would not materially
       prejudice the legal or commercial position of the party in receipt of
       such demand), with any such form or document to be accurate and
       completed in a manner reasonably satisfactory to such other party and
       to be executed and to be delivered with any reasonably required
       certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)    Maintain Authorisations. It will use all reasonable efforts to
maintain in full force and effect all consents Of any governmental or other
authority that are required to be obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party and will use
all reasonable efforts to obtain any that may become necessary in the future.

(c)    Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)    Tax Agreement. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning
of such failure.



                                      4                         ISDA(R) 1992
<PAGE>



(e)    Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,
organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5.    Events of Default and Termination Events

(a)   Events of Default.   The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

      (i) Failure to Pay or Deliver. Failure by the party to make, when due,
      any payment under this Agreement or delivery under Section 2(a)(i) or
      2(e) required to be made by it if such failure is not remedied on or
      before the third Local Business Day after notice of such failure is
      given to the party;

      (ii) Breach of Agreement. Failure by the party to
      comply with or perform any agreement or obligation (other than an
      obligation to make any payment under this Agreement or delivery under
      Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any
      agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be
      complied with or performed by the party in accordance with this
      Agreement if such failure is not remedied on or before the thirtieth day
      after notice of such failure is given to the party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any
            applicable grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document
            or the failing or ceasing of such Credit Support Document to be in
            full force and effect for the purpose of this Agreement (in either
            case other than in accordance with its terms) prior to the
            satisfaction of all obligations of such party under each
            Transaction to which such Credit Support Document relates without
            the written consent of the other party; or

            (3) the party or such Credit Support Provider disaffirms,
            disclaims, repudiates or rejects, in whole or in part, or
            challenges the validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made
      or repeated by the party or any Credit Support Provider of such party in
      this Agreement or any Credit Support Document proves to have been
      incorrect or misleading in any material respect when made or repeated or
      deemed to have been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to
      any applicable notice requirement or grace period, there occurs a
      liquidation of, an acceleration of obligations under, or an early
      termination of, that Specified Transaction, (2) defaults, after giving
      effect to any applicable notice requirement or grace period, in making
      any payment or delivery due on the last payment, delivery or exchange
      date of, or any payment on early termination of, a Specified Transaction
      (or such default continues for at least three Local Business Days if
      there is no applicable notice requirement or grace period) or (3)
      disaffirms, disclaims, repudiates or rejects, in whole or in part, a
      Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default,
      event of default or other similar condition or event (however described)
      in respect of such party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as



                                      5                         ISDA(R) 1992
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule)
      which has resulted in such Specified Indebtedness becoming, or becoming
      capable at such time of being declared, due and payable under such
      agreements or instruments, before it would otherwise have been due and
      payable or (2) a default by such party, such Credit Support Provider or
      such Specified Entity (individually or collectively) in making one or
      more payments on the due date thereof in an aggregate amount of not less
      than the applicable Threshold Amount under such agreements or
      instruments (after giving effect to any applicable notice requirement or
      grace period);

      (vii)    Bankruptcy. The party, any Credit Support Provider of such party
      or any applicable Specified Entity of such party: --

                  (1) is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable
                  to pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for
                  the benefit of its creditors; (4) institutes or has
                  instituted against it a proceeding seeking a judgment of
                  insolvency or bankruptcy or any other relief under any
                  bankruptcy or insolvency law or other similar law affecting
                  creditors' rights, or a petition is presented for its
                  winding-up or liquidation, and, in the case of any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or petition (A) results in a judgment of
                  insolvency or bankruptcy or the entry of an order for relief
                  or the making of an order for its winding-up or liquidation
                  or (B) is not dismissed, discharged, stayed or restrained in
                  each case within 30 days of the institution or presentation
                  thereof; (5) has a resolution passed for its winding-up,
                  official management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or
                  other similar official for it or for all or substantially
                  all its assets; (7) has a secured party take possession of
                  all or substantially all its assets or has a distress,
                  execution, attachment, sequestration or other legal process
                  levied, enforced or sued on or against all or substantially
                  all its assets and such secured party maintains possession,
                  or any such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8)
                  causes or is subject to any event with respect to it which,
                  under the applicable laws of any jurisdiction, has an
                  analogous effect to any of the events specified in clauses
                  (1) to (7) (inclusive); or (9) takes any action in
                  furtherance of, or indicating its consent to, approval of,
                  or acquiescence in, any of the foregoing acts; or

          (viii) Merger Without Assumption. The party or any Credit Support
          Provider of such party consolidates or amalgamates with, or merges
          with or into, or transfers all or substantially all its assets to,
          another entity and, at the time of such consolidation, amalgamation,
          merger or transfer: --

                  (1) the resulting, surviving or transferee entity fails to
                  assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2) the benefits of any Credit Support Document fail to
                  extend (without the consent of the other party) to the
                  performance by such resulting, surviving or transferee
                  entity of its obligations under this Agreement.

(b)    Termination Events. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any event specified below constitutes an
Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified
in (iii) below, and, if specified to be applicable, a Credit Event
Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

          (i) Illegality. Due to the adoption of, or any change in, any
          applicable law after the date on which a Transaction is entered
          into, or due to the promulgation of, or any change in, the
          interpretation by any court, tribunal or regulatory authority with
          competent jurisdiction of any applicable law after such date, it
          becomes unlawful (other than as a result of a breach by the party
          of Section 4(b)) for such party (which will be the Affected
          Party): --



                                      6                         ISDA(R) 1992
<PAGE>



                  (1) to perform any absolute or contingent obligation to make
                  a payment or delivery or to receive a payment or delivery in
                  respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

                  (2) to perform, or for any Credit Support Provider of such
                  party to perform, any contingent or other obligation which
                  the party (or such Credit Support Provider) has under any
                  Credit Support Document relating to such Transaction;

          (ii) Tax Event. Due to (x) any action taken by a taxing authority,
          or brought in a court of competent jurisdiction, on or after the
          date on which a Transaction is entered into (regardless of whether
          such action is taken or brought with respect to a party to this
          Agreement) or (y) a Change in Tax Law, the party (which will be
          the Affected Party) will, or there is a substantial likelihood
          that it will, on the next succeeding Scheduled Payment Date (1) be
          required to pay to the other party an additional amount in respect
          of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
          respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
          receive a payment from which an amount is required to be deducted
          or withheld for or on account of a Tax (except in respect of
          interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional
          amount is required to be paid in respect of such Tax under Section
          2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

          (iii) Tax Event Upon Merger. The party (the "Burdened Party") on
          the next succeeding Scheduled Payment Date will either (1) be
          required to pay an additional amount in respect of an
          Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
          interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
          payment from which an amount has been deducted or withheld for or
          on account of any Indemnifiable Tax in respect of which the other
          party is not required to pay an additional amount (other than by
          reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
          result of a party consolidating or amalgamating with, or merging
          with or into, or transferring all or substantially all its assets
          to, another entity (which will be the Affected Party) where such
          action does not constitute an event described in Section
          5(a)(viii);

          (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
          specified in the Schedule as applying to the party, such party
          ("X"), any Credit Support Provider of X or any applicable
          Specified Entity of X consolidates or amalgamates with, or merges
          with or into, or transfers all or substantially all its assets to,
          another entity and such action does not constitute an event
          described in Section 5(a)(viii) but the creditworthiness of the
          resulting, surviving or transferee entity is materially weaker
          than that of X, such Credit Support Provider or such Specified
          Entity, as the case may be, immediately prior to such action (and,
          in such event, X or its successor or transferee, as appropriate,
          will be the Affected Party); or

          (v) Additional Termination Event. If any "Additional Termination
          Event" is specified in the Schedule or any Confirmation as
          applying, the occurrence of such event (and, in such event, the
          Affected Party or Affected Parties shall be as specified for such
          Additional Termination Event in the Schedule or such
          Confirmation).

(c)   Event of Default and Illegality. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also
constitutes an Illegality, it will be treated as an Illegality and will not
constitute an Event of Default.

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an
Event of Default with respect to a party (the "Defaulting Party") has occurred
and is then continuing, the other party (the "Non-defaulting Party") may, by
not more than 20 days notice to the Defaulting Party specifying the relevant
Event of Default, designate a day not earlier than the day such notice is
effective as an Early Termination Date in respect of all outstanding
Transactions. If, however, "Automatic Early Termination" is specified in the
Schedule as applying to a party, then an Early Termination Date in respect of
all outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).



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<PAGE>



(b)   Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying
      the nature of that Termination Event and each Affected Transaction and
      will also give such other information about that Termination Event as
      the other party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
      the Affected Party, the Affected Party will, as a condition to its right
      to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and
      obligations under this Agreement in respect of the Affected Transactions
      to another of its Offices or Affiliates so that such Termination Event
      ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days
      after the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or
      a Tax Event occurs and there are two Affected Parties, each party will
      use all reasonable efforts to reach agreement within 30 days after
      notice thereof is given under Section 6(b)(i) on action to avoid that
      Termination Event.

      (iv)  Right to Terminate. If: --

            (1) a transfer under Section 6(b)(ii) or an agreement under
            Section 6(b)(iii), as the case may be, has not been effected with
            respect to all Affected Transactions within 30 days after an
            Affected Party gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected
            Party,

      either party in the case of an Illegality, the Burdened Party in the
      case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
      Event or an Additional Termination Event if there is more than one
      Affected Party, or the party which is not the Affected Party in the case
      of a Credit Event Upon Merger or an Additional Termination Event if
      there is only one Affected Party may, by not more than 20 days notice to
      the other party and provided that the relevant Termination Event is then
      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under
      Section 6(a) or (b), the Early Termination Date will occur on the date
      so designated, whether or not the relevant Event of Default or
      Termination Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early
      Termination Date, no further payments or deliveries under Section
      2(a)(i) or 2(e) in respect of the Terminated Transactions will be
      required to be made, but without prejudice to the other provisions of
      this Agreement. The amount, if any, payable in respect of an Early
      Termination Date shall be determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement.  On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will



                                      8                         ISDA(R) 1992
<PAGE>



      provide to the other party a statement (1) showing, in reasonable
      detail, such calculations (including all relevant quotations and
      specifying any amount payable under Section 6(e)) and (2) giving details
      of the relevant account to which any amount payable to it is to be paid.
      In the absence of written confirmation from the source of a quotation
      obtained in determining a Market Quotation, the records of the party
      obtaining such quotation will be conclusive evidence of the existence
      and accuracy of such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day
      that notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event
      of Default) and on the day which is two Local Business Days after the
      day on which notice of the amount payable is effective (in the case of
      an Early Termination Date which is designated as a result of a
      Termination Event). Such amount will be paid together with (to the
      extent permitted under applicable law) interest thereon (before as well
      as after judgment) in the Termination Currency, from (and including) the
      relevant Early Termination Date to (but excluding) the date such amount
      is paid, at the Applicable Rate. Such interest will be calculated on the
      basis of daily compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
      following provisions shall apply based on the parties' election in the
      Schedule of a payment measure, either "Market Quotation" or "Loss", and
      a payment method, either the "First Method" or the "Second Method". If
      the parties fail to designate a payment measure or payment method in the
      Schedule, it will be deemed that "Market Quotation" or the "Second
      Method", as the case may be, shall apply. The amount, if any, payable in
      respect of an Early Termination Date and determined pursuant to this
      Section will be subject to any Set-off.

      (i)  Events of Default. If the Early Termination Date results from an
      Event of Default: --

           (1) First Method and Market Quotation. If the First Method and
           Market Quotation apply, the Defaulting Party will pay to the
           Non-defaulting Party the excess, if a positive number, of (A) the
           sum of the Settlement Amount (determined by the Non-defaulting
           Party) in respect of the Terminated Transactions and the
           Termination Currency Equivalent of the Unpaid Amounts owing to the
           Non-defaulting Party over (B) the Termination Currency Equivalent
           of the Unpaid Amounts owing to the Defaulting Party.

           (2) First Method and Loss. If the First Method and Loss apply, the
           Defaulting Party will pay to the Non-defaulting Party, if a
           positive number, the Non-defaulting Party's Loss in respect of this
           Agreement.

           (3) Second Method and Market Quotation. If the Second Method and
           Market Quotation apply, an amount will be payable equal to (A) the
           sum of the Settlement Amount (determined by the Non-defaulting
           Party) in respect of the Terminated Transactions and the
           Termination Currency Equivalent of the Unpaid Amounts owing to the
           Non-defaulting Party less (B) the Termination Currency Equivalent
           of the Unpaid Amounts owing to the Defaulting Party. If that
           amount is a positive number, the Defaulting Party will pay it to
           the Non-defaulting Party; if it is a negative number, the
           Non-defaulting Party will pay the absolute value of that amount to
           the Defaulting Party.

           (4) Second Method and Loss. If the Second Method and Loss apply, an
           amount will be payable equal to the Non-defaulting Party's Loss in
           respect of this Agreement. If that amount is a positive number, the
           Defaulting Party will pay it to the Non-defaulting Party; if it is
           a negative number, the Non-defaulting Party will pay the absolute
           value of that amount to the Defaulting Party.

     (ii)  Termination Events. If the Early Termination Date results from a
           Termination Event: --

           (1) One Affected Party. If there is one Affected Party, the amount
           payable will be determined in accordance with Section 6(e)(i)(3),
           if Market Quotation applies, or Section 6(e)(i)(4), if Loss
           applies, except that, in either case, references to the Defaulting
           Party and to the Non-defaulting Party will be deemed to be
           references to the Affected Party and the party which is not the
           Affected Party, respectively, and, if Loss applies and fewer than
           all the Transactions are being terminated, Loss shall be calculated
           in respect of all Terminated Transactions.

           (2)  Two Affected Parties. If there are two Affected Parties: --



                                       9                         ISDA(R) 1992
<PAGE>


                (A) if Market Quotation applies, each party will determine a
                Settlement Amount in respect of the Terminated Transactions,
                and an amount will be payable equal to (I) the sum of (a)
                one-half of the difference between the Settlement Amount of
                the party with the higher Settlement Amount ("X") and the
                Settlement Amount of the party with the lower Settlement
                Amount ("Y") and (b) the Termination Currency Equivalent of
                the Unpaid Amounts owing to X less (II) the Termination
                Currency Equivalent of the Unpaid Amounts owing to Y; and

                (B) if Loss applies, each party will determine its Loss in
                respect of this Agreement (or, if fewer than all the
                Transactions are being terminated, in respect of all
                Terminated Transactions) and an amount will be payable equal
                to one-half of the difference between the Loss of the party
                with the higher Loss ("X") and the Loss of the party with
                the lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
      Termination Date occurs because "Automatic Early Termination" applies in
      respect of a party, the amount determined under this Section 6(e) will
      be subject to such adjustments as are appropriate and permitted by law
      to reflect any payments or deliveries made by one party to the other
      under this Agreement (and retained by such other party) during the
      period from the relevant Early Termination Date to the date for payment
      determined under Section 6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate
      of loss and not a penalty. Such amount is payable for the loss of
      bargain and the loss of protection against future risks and except as
      otherwise provided in this Agreement neither party will be entitled to
      recover any additional damages as a consequence Of such losses.

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a)  a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this



                                      10                         ISDA(R) 1992
<PAGE>


Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) o5 (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c)   Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)   Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in
      respect of it) may be executed and delivered in counterparts (including
      by facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall he entered into as soon as practicable
      and may he executed and delivered in counterparts (including by
      facsimile transmission) or be created by an exchange of telexes or by an
      exchange of electronic messages on an electronic messaging system, which
      in each case will be sufficient for all purposes to evidence a binding
      supplement to this Agreement. The parties will specify therein or
      through another effective means that any such counterpart, telex or
      electronic message constitutes a Confirmation.

(f)   No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.



                                      11                         ISDA(R) 1992
<PAGE>


10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of
booking office or jurisdiction of incorporation or organisation of such party,
the obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b)   Neither party may change the Office through which it makes
and receives payments or deliveries for the purpose of a Transaction without
the prior written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document to which the Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to, costs of
collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

      (i) if in writing and delivered in person or by courier, on the date it
      is delivered;


      (ii) if sent by telex, on the date the recipient's answerback is
      received;

      (iii) if sent by facsimile transmission, on the date that transmission
      is received by a responsible employee of the recipient in legible form
      (it being agreed that the burden of proving receipt will be on the
      sender and will not be met by a transmission report generated by the
      sender's facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or
      the equivalent (return receipt requested), on the date that mail is
      delivered or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--



                                      12                         ISDA(R) 1992
<PAGE>


      (i) submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United
      States District Court located in the Borough of Manhattan in New York
      City, if this Agreement is expressed to be governed by the laws of the
      State of New York; and


      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim
      that such Proceedings have been brought in an inconvenient forum and
      further waives the right to object, with respect to such Proceedings,
      that such court does not have any jurisdiction over such party.


Nothing, in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside if this Agreement is expressed to be
governed by English law, the Contracting States, as defined in Section 1(3) of
the Civil Jurisdiction and Judgments Act 1982 or any modification, extension
or re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties irrevocably consent to service of process
given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14. Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly; by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means:--

(a)   in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)   in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable,