exhibit 4. 12 ( multicurrency - cross border ) international swap dealers association, inc. master agreement dated as of may 10, 2005 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 ( 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