Common use of Eligibility to Hold Posted Collateral; Custodians Clause in Contracts

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and its Credit Support Provider has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P and the lowest Credit Rating for its Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P or Moody’s and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P or “Baa3” or higher by Moody’s. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United StatesStates or Canada. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and it has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P or Moody’s and the lowest Credit Rating for it is “BBB-” or higher by S&P or “Baa3” or higher by Moody’s. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United StatesStates or Canada. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and it has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P and the lowest Credit Rating for it is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A.Party. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United StatesStates or Canada. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B.Party. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United StatesStates or Canada. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Party. Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) . The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B.Party. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral Collateral, as applicable, pursuant to Paragraph 6(b); , provided that the following conditions applicable to it Party B are satisfied: (1A) Party B B, as the Secured Party, is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted the applicable Collateral may be held only in the following jurisdictions: Any jurisdiction Account is maintained in the United States. (3B) The Custodian is a Qualified Institution, approved by Party B hereby covenants and agrees that it will cause all Posted Collateral received from Party A to be held in one or more segregated accounts in the name of the Secured Party for the benefit of the Pledgor (each, a “Collateral Account”, which approval shall not will also be unreasonably withheldan Eligible Account as defined in Standard Terms for Trust Agreements dated as of February 20, 1998, the “Standard Terms”). The Custodian Secured Party shall hold cause records to be kept of, and shall identify all items of Posted Collateral credited to, each Collateral Account and shall cause statements concerning the Posted Collateral in a segregated, safekeeping transferred or custody account within delivered by the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject Pledgor to be sent to the security interest Pledgor on request, which may not be made more frequently than once in each calendar month. For the avoidance of Party B. If a party or its Custodian is not eligible doubt, no other amounts received by the Trustee with respect to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be Deposited Assets (as defined in Paragraph 13(g)(iithe Standard Terms), any other Credit Support (as defined in the Standard Terms) and/or Liquidation Proceeds (as defined in the Standard Terms) will be deposited in the Collateral Account and Party B may not use Posted Collateral shall be maintained except as provided for in accordance with Paragraph 13(g)(ii)this Agreement.

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A.Party (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change an Additional Termination Event has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. (i) General Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party A and its Custodian will be entitled to hold Posted Collateral pursuant or to Paragraph 6(b); provided that the following conditions applicable appoint an agent (a “Custodian”) to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Secured Party. Upon notice by the Secured Party B, subject to the security interest Pledgor of Party A. Party B and its the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be entitled deemed to hold be the holding of that Posted Collateral pursuant to Paragraph 6(b); provided that by the following conditions applicable to it are satisfied: (1) Secured Party B for which the Custodian is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United Statesacting. (3ii) The Custodian is a Qualified Institution, approved by Failure to Satisfy Conditions If the Secured Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not eligible later than five Local Business Days after the demand, Transfer or cause its Custodian to hold Transfer all Posted Collateral pursuant held by it to this Section, then a Custodian that satisfies those conditions or to the Secured Party if it shall satisfies those conditions. (iii) Liability The Secured Party will be considered a “Downgraded Party” liable for the acts or a “Downgraded Custodian”, as omissions of its Custodian to the case may same extent that the Secured Party would be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii)liable hereunder for its own acts or omissions.

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The . Party A’s Custodian will be entitled to hold Posted Collateral if the Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and Party B has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party B.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The . Party B’s Custodian will be entitled to hold Posted Collateral if the Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “B+” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its B’s Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and it has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P and the lowest Credit Rating for it is “B+” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A. (2) A’s Credit Support Provider is “BBB-” or higher by S&P or “Baa3” or higher by Moody’s. Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) . The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and it has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P and the lowest Credit Rating for it is “BBB-” or higher by S&P or “Baa3” or higher by Moody’s. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph Paragraphs 13(g)(ii) and 13(h)(iii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A No Event of Default or Additional Termination Event has occurred and is not a Defaulting Party and a Material Adverse Change has not occurred continuing with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United StatesStates of America. (3) Party A maintains a Credit Rating of at least A3 by Xxxxx’x or at least A- by S & P. (4) The Custodian Custodian, if applicable, for Party A is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian and shall hold the all Posted Collateral in a segregatedCollateral Account (as defined in Paragraph 13(k) hereof). If the conditions in g(i)(1), safekeeping or custody account within (2) and (3) are not satisfied with respect to Party A, then Party A shall be required to hold Posted Collateral with a Custodian. Initially, the Custodian with the title of such account indicating that the property contained therein for Party A is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. not applicable. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B No Event of Default or Additional Termination Event has occurred and is not a Defaulting Party and a Material Adverse Change has not occurred continuing with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United StatesStates of America. (3) Party B or its Credit Support Provider, as applicable, maintains a Credit Rating of at least A3 by Xxxxx’x or at least A- by S & P. (4) The Custodian Custodian, if applicable, for Party B is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian Institution and shall hold the all Posted Collateral in a segregatedCollateral Account. If the conditions in g(i)(1), safekeeping or custody account within (2) and (3) are not satisfied with respect to Party B, then Party B shall be required to hold Posted Collateral with a Custodian. Initially, the Custodian with for Party B is not applicable. In the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If event a party or its Custodian is not eligible to hold Posted Collateral no longer satisfies the conditions set forth in g(i)(1),(2) and (3) (a “Downgrade Event”), it shall hold all Posted Collateral in a Collateral Account with a Custodian and shall deliver (or cause to be delivered), not later than the close of business on the second Local Business Day following such Downgrade Event, all Posted Collateral in its possession or held on its behalf to a Collateral Account in a Custodian. The Secured Party may direct the Pledgor to transfer or deliver Eligible Collateral directly into the Secured Party's Collateral Account(s). The Secured Party may move the Collateral Accounts from one Custodian to another upon reasonable notice to the Pledgor. The Secured Party shall have no interest in the Posted Collateral except the security interest, lien and right of Set-off granted in Paragraph 2 until it has acquired some greater interest by exercise of its rights pursuant to this Section, then it Paragraph 8. The Secured Party shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as cause statements concerning the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral transferred or delivered by the Pledgor to be sent to the Pledgor on request, which may not be made more frequently than once in each calendar month. The Custodian, if applicable, for a party must be a Qualified Institution and shall hold all Posted Collateral in a Collateral Account. In the event the Custodian holding Posted Collateral for the Secured Party ceases to meet the requirements to be maintained in accordance with Paragraph 13(g)(ii)a Qualified Institution, the Secured Party shall transfer the Posted Collateral to another Custodian within ten (10) Local Business Days after it receives notice of such event.

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change an Additional Termination Event has not occurred with respect to Party A.occurred. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change an Additional Termination Event has not occurred with respect to Party B.occurred. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian Custodian, if applicable, is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian Custodian, if applicable, is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be are entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that ) of this Annex so long as the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A.Party. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below)States of America. Initially, approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. A is: Not Applicable. Party B and its Custodian will be are entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that ) of this Annex so long as the following conditions applicable to it DBl/ 97256732.2 ISDA®1994 are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B.Party. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction United States of America. Initially, the Custodian for Party B is: Not Applicable. Notwithstanding the foregoing, each party shall cause all Posted Collateral received from the other party to be entered in the United States. one or more accounts (3each, a “Collateral Account”) The Custodian is with a Qualified Institution, approved by Party A (each of which approval shall not be unreasonably withheld). The Custodian shall hold accounts may include property of other parties but will bear a title indicating the Pledgor’s interest in said account and the Posted Collateral in a segregatedsuch account. In addition, safekeeping the Secured Party may direct the Pledgor to transfer or custody account within deliver Eligible Collateral directly into the Custodian with Secured Party’s Collateral Account(s). The Secured Party may move the title of such account indicating that Collateral Accounts from one Qualified Institution to another upon reasonable notice to the property contained therein is being held as Pledgor. The Secured Party shall cause statements concerning the Posted Collateral for transferred or delivered by the ownership of Party A, subject Pledgor to be sent to the security interest of Party B. If a party or its Custodian is Pledgor on request, which may not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined made more frequently than once in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii)each calendar month.

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. (A) With respect to Party A and its Custodian as Secured Party: Party B’s custodian will be entitled to hold Posted Collateral pursuant Transferred to Paragraph 6(b)Party A as Secured Party; provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party. Any custodian selected to act as Party B’s custodian shall be a Qualified Institution, and a Material Adverse Change has not occurred with respect to Party A. (2) all Posted Collateral may held by such custodian shall be held only in the following jurisdictions: Any jurisdiction within the United States. With respect to Party B as Secured Party: Party B will not be entitled to hold Posted Collateral except through a Custodian acceptable to Party A in the reasonable exercise of its discretion. Any such Custodian shall be a Qualified Institution. (3B) Any Eligible Collateral, including as applicable securities, financial assets, funds Cash and other property credited thereto from time to time, Transferred by Party B as Pledgor shall be transferred to the Account (the “Collateral Account”) established under and as defined in the account control agreement dated as of the date hereof, among Party A (as Secured Party), Party B (as Pledgor), and Citibank, N.A. (as Custodian), and attached hereto as Exhibit I (the “Account Control Agreement”), provided that such Account Control Agreement shall provide that Cash credited to the Collateral Account be invested overnight in money market funds if and to the extent agreed by Party A and Party B. Except as otherwise provided in such Account Control Agreement, Party B will at all times cause Party A to have “control” (as such term is defined in Section 9-104 of the Uniform Commercial Code as in effect in the State of New York) over said Account. (C) The Collateral Account (and all assets credited thereto) shall constitute Posted Collateral Transferred to or received by Party A as Secured Party, and Eligible Collateral Transferred by Party B as Pledgor, for all purposes of this Annex including, without limitation, Paragraph 2. For the avoidance of doubt, references in this Annex to Posted Collateral or Posted Credit Support “held by the Secured Party” shall be deemed to also refer to Posted Collateral or Posted Credit Support, as applicable, held at the Custodian is pursuant to this Paragraph 13(g). (D) In the event that Party B’s Custodian ceases to be a Qualified Institution (as defined below), approved by or Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the otherwise wishes to have another Qualified Institution serve as custodian, then such Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of shall be Transferred to another Qualified Institution selected by Party B, subject to the security interest of entry by Party A. A, Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that such successor custodian into an agreement in substantially the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United Statesform of Exhibit I hereto. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A. (2) A’s Credit Support Provider is “BBB-” or higher by S&P or "Baa3" or higher by Moody's. Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) . The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and its Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for its Party B. (2) B’s Credit Support Provider is “BBB-” or higher by S&P or "Baa3" or higher by Moody's. Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) . The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph Paragraphs 13(g)(ii) and 13(h)(iii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Enron Corp. has a Material Adverse Change has not occurred with respect to Party A.Credit Rating from S&P and the lowest Credit Rating for Enron Corp. is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and [[it] [its Credit Support Provider] has a Credit Rating from S&P and the lowest Credit Rating for [it] [its Credit Support Provider] is “___” or higher by S&P[ or “_____” or higher by Moody’s] [a Material Adverse Change has not occurred with respect to Party B.B]. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. [[Party B and its Custodian Custodian]15 [Party B’s Custodian]16 will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P or “Baa3” or higher by Moody’s. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and its Credit Support Provider has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P and the lowest Credit Rating for its Credit Support Provider is “BBB-” or higher by S&P or “Baa3” or higher by Moody’s. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party A. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its B’s Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:: [EXELON CONSIDERING (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States.. [EXELON CONSIDERING] (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and it has a Material Adverse Change has not occurred with respect to Party B.Credit Rating from S&P and the lowest Credit Rating for it is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).B.

Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party A is not a Defaulting Party and Party A’s Credit Support Provider has a Material Adverse Change has not occurred with respect to Credit Rating from S&P and the lowest Credit Rating for Party A.A’s Credit Support Provider is “BBB-” or higher by S&P. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States. (3) The Custodian is a Qualified Institution (as defined below), approved by Party B (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party B, subject to the security interest of Party A. Party B and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied: (1) Party B is not a Defaulting Party and a Material Adverse Change has not occurred with respect to Party B. (2) Posted Collateral may be held only in the following jurisdictions: Any jurisdiction in the United States. (3) The Custodian is a Qualified Institution, approved by Party A (which approval shall not be unreasonably withheld). The Custodian shall hold the Posted Collateral in a segregated, safekeeping or custody account within the Custodian with the title of such account indicating that the property contained therein is being held as Posted Collateral for the ownership of Party A, subject to the security interest of Party B. If a party or its Custodian is not eligible to hold Posted Collateral pursuant to this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be (as defined in Paragraph 13(g)(ii)) and Posted Collateral shall be maintained in accordance with Paragraph 13(g)(ii).