Common use of Performance Assurance Clause in Contracts

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000, or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), a party (the "Requesting Party") that has provided Performance Assurance to the other party (the "Non-Requesting Party") may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party (1) establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. CAD $100,000250,000 as to Counterparty, and CAD $250,000 as to ECC, or (2) increase the principal amount of any outstanding Performance Assurance Letter of Credit so that after such increase the Non-Exposed Party’s Collateral Requirement has been fully satisfied. The Within three (3) Business Days after receipt of such demand, the Non-Exposed Party shall either establish such Performance Assurance Letter of Credit or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the The Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by increase the close amount of business on the next succeeding Business Day; provided, however, that Letter of Credit or establish additional Letters of Credit shall be Transferred by if its Collateral Requirement increases and the close Exposed Party demands such increased or additional Letter of business on Credit in the second succeeding Business Daymanner provided above. (b) On any Business Day (but no more frequently than weeklyweekly with respect to Letters of Credit), a party (the "“Requesting Party"”) that has provided Performance Assurance to the other party (the "“Non-Requesting Party"”) may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Default or Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then and the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party. (c) Unless otherwise agreed in writing by the parties, a Letter of Credit shall be provided in accordance with this Annex, and the Letter of Credit shall be maintained for the benefit of the Exposed Party. The Non-Exposed Party shall (i) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, and (ii) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, then the Non-Exposed Party shall provide a substitute Letter of Credit at least twenty (20) Business Days prior to the expiration of the outstanding Letter of Credit. Furthermore, if a bank issuing a Letter of Credit shall fail to honor the Exposed Party's properly documented request to draw on an outstanding Letter of Credit, then the Non-Exposed Party shall provide for the benefit of the Exposed Party a substitute Letter of Credit that is issued by a bank acceptable to the Exposed Party within two (2) Business Days after such refusal. (d) Upon the occurrence of a Letter of Credit Default, the Non-Exposed Party agrees to deliver a substitute Letter of Credit to the Exposed Party on or before the second Business Day after the occurrence thereof (or the fifth (5th) Business Day after the occurrence thereof if only clause (i) under the definition of Letter of Credit Default applies). (e) When providing Performance Assurance, the Non-Exposed Party may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i) A Letter of Credit shall provide that the Exposed Party may draw upon the Letter of Credit in an amount that is equal to all amounts that are due and owing from the Non-Exposed Party but have not been paid to the Exposed Party within the time allowed for such payments under the relevant Swap (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the bank issuing the Letter of Credit of one or more certificates specifying the amounts due and owed to the Exposed Party in accordance with the specific requirements of the Letter of Credit. The Non-Exposed Party shall remain liable for any amount due and owing to the Exposed Party and remaining unpaid after the application of the amounts so drawn by the Exposed Party. (ii) Upon or at any time after the occurrence of an Event of Default with respect to the Non-Exposed Party, the Exposed Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates specifying that such Event of Default has occurred in accordance with the specific requirements of the Letter of Credit. Cash proceeds received from drawing upon the Letter of Credit shall be deemed to be collateral as security for the Non-Exposed Party’s obligations to the Exposed Party (and the Non-Exposed Party hereby pledges and grants to the Exposed Party as security for such obligations a first lien, priority security interest in and to such cash proceeds). The Exposed Party shall either (y) apply such proceeds to reduce the Non-Exposed Party’s obligations under the Confirmation and all outstanding Swaps (the Non-Exposed Party remaining liable for any amounts owing to the Exposed Party after such application), subject to the Exposed Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full or (z) hold such proceeds as collateral security for the Non-Exposed Party’s obligations to the Exposed Party under the Confirmation and all outstanding Swaps. Notwithstanding the Exposed Party’s receipt of cash under the Letter of Credit, the Non-Exposed Party shall remain liable to the Exposed Party (y) for any failure to transfer sufficient Performance Assurance and (z) for any amounts due and owing to the Exposed Party and remaining unpaid after the application of the amounts so drawn by the Exposed Party. (g) The Non-Exposed Party may substitute a Letter of Credit for one or more other outstanding Letter(s) of Credit issued for the benefit of the Exposed Party, provided that the amount of such substitute Letter of Credit shall be at least equal to that of the Letter(s) of Credit being replaced (determined in good faith and in a commercially reasonable manner by the Exposed Party), and provided further that no Letter of Credit shall be canceled unless and until the Letter of Credit to be substituted therefor shall have been validly executed and issued for the benefit of the Exposed Party in accordance with applicable law. (h) In all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Exposed Party) of establishing, renewing, substituting, canceling, and increasing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Non-Exposed Party.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's ’s Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000250,000, or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), a party (the "“Requesting Party"”) that has provided Performance Assurance to the other party (the "“Non-Requesting Party"”) may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's ’s Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000, or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), a party (the "“Requesting Party"”) that has provided Performance Assurance to the other party (the "“Non-Requesting Party"”) may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reductionAssurance. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party.

Performance Assurance. (a) On If, on any Business Day, a Non-Exposed Party's Collateral Requirement shall exceed One Dollar ($1.00), then the Exposed Party may demand in writing that the Non-Exposed Party establish or deliver and maintain maintain, so long as there is a Collateral Requirement in excess of One Dollar ($1.00) (subject to increase or reduction of Performance Assurance as provided below) (1) herein), Performance Assurance for the benefit of the Exposed Party in an amount equal to or greater than the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000, or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters the amount of Credit Performance Assurance provided by the Non-Exposed Party shall be Transferred by rounded up to the close nearest integral multiple of business on the second succeeding Business Day$100,000 (such amount shall be rounded up if exactly between two such multiples). (b) On any Business Day (but no more frequently than weeklymonthly), a party (the "Requesting Party") that has provided Performance Assurance to the other party (the "Non-Requesting Party") Party may request a reduction in the amount of Performance Assurance previously provided by itthe Requesting Party for the benefit of the Non-Requesting Party, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) and that no Event of Default, Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall may be effected by either the Transfer return of Cash Collateral to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Collateral to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction.

Performance Assurance. (a) On If, on any Business Day, a Non-Exposed Party's Collateral Requirement shall exceed One Dollar ($1.00) and provided that (i) no Event of Default or Potential Event of Default or Accelerated Termination Date as a result of an Event of Change with respect to the Exposed Party shall have occurred and be continuing and (ii) no Early Termination Date or Accelerated Termination Date has occurred or been designated as a result of an Event of Default or an Event of Change with respect to the Exposed Party for which any unsatisfied payment obligations of the Exposed Party exist, then the Exposed Party may demand in writing that the Non-Exposed Party establish and maintain Transfer, so long as there is a Collateral Requirement in excess of One Dollar ($1.00) (subject to increase or reduction of Performance Assurance as provided below) (1) herein), Performance Assurance for the benefit of the Exposed Party in an amount equal to or greater than the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000, or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters the amount of Credit Performance Assurance provided by the Non-Exposed Party shall be Transferred by rounded up to the close nearest integral multiple of business on the second succeeding Business Day$___________. (b) On any Business Day (but no more frequently than weeklyweekly with respect to Letters of Credit and daily with respect to Cash), a party (the "Requesting Party") that has provided Performance Assurance to the other party (the "Non-Requesting Party") Party may request a reduction in the amount of Performance Assurance previously provided by itthe Requesting Party for the benefit of the Non-Requesting Party, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps Transactions between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any SwapsTransactions, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of retain any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Default or Potential Event of Default or Accelerated Termination Date as a result of an Event of Change with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date or Accelerated Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination an Event of Change with respect to the Requesting Party. A permitted reduction in Performance Assurance shall may be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000$ , or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), a party (the "Requesting Party") that has provided Performance Assurance to the other party (the "Non-Requesting Party") may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party (1) establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000, or (2) increase the principal amount of any outstanding Performance Assurance Letter of Credit so that after such increase the Non-Exposed Party’s Collateral Requirement has been fully satisfied. The Within three (3) Business Days after receipt of such demand, the Non-Exposed Party shall either establish such Performance Assurance Letter of Credit or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the The Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by increase the close amount of business on the next succeeding Business Day; provided, however, that Letter of Credit or establish additional Letters of Credit shall be Transferred by if its Collateral Requirement increases and the close Exposed Party demands such increased or additional Letter of business on Credit in the second succeeding Business Daymanner provided above. (b) On any Business Day (but no more frequently than weeklyweekly with respect to Letters of Credit), a party (the "“Requesting Party"”) that has provided Performance Assurance to the other party (the "“Non-Requesting Party"”) may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Default or Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then and the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party. (c) Unless otherwise agreed in writing by the parties, a Letter of Credit shall be provided in accordance with this Annex, and the Letter of Credit shall be maintained for the benefit of the Exposed Party. The Non-Exposed Party shall (i) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, and (ii) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, then the Non-Exposed Party shall provide a substitute Letter of Credit at least twenty (20) Business Days prior to the expiration of the outstanding Letter of Credit. Furthermore, if a bank issuing a Letter of Credit shall fail to honor the Exposed Party's properly documented request to draw on an outstanding Letter of Credit, then the Non-Exposed Party shall provide for the benefit of the Exposed Party a substitute Letter of Credit that is issued by a bank acceptable to the Exposed Party within two (2) Business Days after such refusal. (d) Upon the occurrence of a Letter of Credit Default, the Non-Exposed Party agrees to deliver a substitute Letter of Credit to the Exposed Party on or before the second Business Day after the occurrence thereof (or the fifth (5th) Business Day after the occurrence thereof if only clause (i) under the definition of Letter of Credit Default applies). (e) When providing Performance Assurance, the Non-Exposed Party may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (i) A Letter of Credit shall provide that the Exposed Party may draw upon the Letter of Credit in an amount that is equal to all amounts that are due and owing from the Non-Exposed Party but have not been paid to the Exposed Party within the time allowed for such payments under the relevant Swap (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the bank issuing the Letter of Credit of one or more certificates specifying the amounts due and owed to the Exposed Party in accordance with the specific requirements of the Letter of Credit. The Non-Exposed Party shall remain liable for any amount due and owing to the Exposed Party and remaining unpaid after the application of the amounts so drawn by the Exposed Party. (ii) Upon or at any time after the occurrence of an Event of Default with respect to the Non-Exposed Party, the Exposed Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates specifying that such Event of Default has occurred in accordance with the specific requirements of the Letter of Credit. Cash proceeds received from drawing upon the Letter of Credit shall be deemed to be collateral as security for the Non-Exposed Party’s obligations to the Exposed Party (and the Non-Exposed Party hereby pledges and grants to the Exposed Party as security for such obligations a first lien, priority security interest in and to such cash proceeds). The Exposed Party shall either (y) apply such proceeds to reduce the Non-Exposed Party’s obligations under the Confirmation and all outstanding Swaps (the Non-Exposed Party remaining liable for any amounts owing to the Exposed Party after such application), subject to the Exposed Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full or (z) hold such proceeds as collateral security for the Non-Exposed Party’s obligations to the Exposed Party under the Confirmation and all outstanding Swaps. Notwithstanding the Exposed Party’s receipt of cash under the Letter of Credit, the Non-Exposed Party shall remain liable to the Exposed Party (y) for any failure to transfer sufficient Performance Assurance and (z) for any amounts due and owing to the Exposed Party and remaining unpaid after the application of the amounts so drawn by the Exposed Party. (g) The Non-Exposed Party may substitute a Letter of Credit for one or more other outstanding Letter(s) of Credit issued for the benefit of the Exposed Party, provided that the amount of such substitute Letter of Credit shall be at least equal to that of the Letter(s) of Credit being replaced (determined in good faith and in a commercially reasonable manner by the Exposed Party), and provided further that no Letter of Credit shall be canceled unless and until the Letter of Credit to be substituted therefor shall have been validly executed and issued for the benefit of the Exposed Party in accordance with applicable law. (h) In all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Exposed Party) of establishing, renewing, substituting, canceling, and increasing the amount of (as the case may be) one or more Letters of Credit shall be borne by the Non-Exposed Party.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party establish and maintain (subject to increase as provided below) (1) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's ’s Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000250,000, or (2) increase the amount of any outstanding Performance Assurance so that after such increase the Collateral Requirement has been fully satisfied. The Non-Exposed Party shall either establish such Performance Assurance or increase any outstanding Performance Assurance, in each case by either (i) increasing the amount of any outstanding Letter of Credit; (ii) establishing additional Letters of Credit; or (ii) delivering Cash to the Exposed Party. Unless otherwise agreed in writing by the parties, Performance Assurance demanded of the Non-Exposed Party by 10:00 a.m., New York time, on a Business Day shall be provided by the close of business on the next succeeding Business Day; provided, however, that Letters of Credit shall be Transferred by the close of business on the second succeeding Business Day. (b) On any Business Day (but no more frequently than weekly), a party (the "“Requesting Party"”) that has provided Performance Assurance to the other party (the "“Non-Requesting Party"”) may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default, Default or Potential Event of Default or Termination Event with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default or Termination Event with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by either the Transfer of Cash to the Requesting Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party. The Requesting Party shall have the right to specify the means of effecting the reduction in Performance Assurance. The Non-Requesting Party shall have two (2) Business Days to effect a permitted reduction in Performance Assurance if such reduction is to be effected by the return of Cash to the Requesting Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party, then the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction. In all cases, the cost and expense of reducing Performance Assurance (including but not limited to the reasonable costs, expenses, and attorneys' fees of the Non-Requesting Party) shall be borne by the Requesting Party.