Tanya:
I just received a revised draft of the ISDA Schedule.  There is just 1 point 
that I want to raise with you.  You may recall that in Credit Event Upon 
Merger we created a special exception for them in connection with their 
upcoming reorg which stated that either the transferee or its Credit Support 
Provider would have to have a Credit Rating of BBB- or better OR Baa3 or 
better.  They now have added this same concept as a carve-out/exception to 
the "transfer" provisions in section 7, such that upon any transfer, the 
other party cannot withhold its consent to such transfer if the transferee 
provides a Guaranty from an entity that meets the above ratings test.  Are 
you okay with this as a general carve out for all types of transfers?  Our 
typical language is that we can withhold our consent unless the transferee 
provides a satisfactory guaranty to us.
Carol