Common use of Put Option; Term Clause in Contracts

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance the right to cause the Custodial Trust to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance delivers a written notice to the Custodial Trust while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance shall be irrevocable); (b) MBIA Insurance fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance makes a Fixed Rate Election; (d) MBIA Insurance fails to pay Dividends on the Preferred Stock, or the fees and expenses of the Custodial Trust pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and (f) the aggregate face amount of the Custodial Trust’s CPS Securities is less than $20,000,000;

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust Radian Securities hereby grants to MBIA Insurance Radian Asset the right to cause the Custodial Trust Radian Securities to purchase the Radian Asset Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Radian Asset Preferred Stock that has been put to the Custodial Trust Radian Securities pursuant to this Agreement is held by the Custodial TrustRadian Securities; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance Radian Asset delivers a written notice to the Custodial Trust Radian Securities while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance Radian Asset is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance Radian Asset shall be irrevocable); (b) MBIA Insurance Radian Asset fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance Radian Asset makes a Fixed Rate Election; (d) MBIA Insurance Radian Asset fails to pay Dividends on the Radian Asset Preferred Stock, or Radian Securities and Radian Group fail to pay the fees and expenses of the Custodial Trust Expenses pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance Radian Asset fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and; (f) the aggregate face amount of the Custodial Trust’s CPS Securities is less than $20,000,000;; and (g) the termination of the Radian Securities Put Agreement.

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance Radian Securities the right to cause the Custodial Trust to purchase the Radian Securities Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Radian Securities Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance Radian Securities delivers a written notice to the Custodial Trust while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance Radian Securities is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance Radian Securities shall be irrevocable); (b) MBIA Insurance Radian Securities fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance Radian Securities makes a Fixed Rate Election; (d) MBIA Insurance Radian Securities fails to pay Dividends on the Radian Securities Preferred Stock, or Radian Securities and Radian Group fail to pay the fees and expenses of the Custodial Trust pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance Radian Securities fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and; (f) the aggregate face amount of the Custodial Trust’s CPS Securities is less than $20,000,000; (g) the termination of the Radian Asset Put Agreement.

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance the right to cause the Custodial Trust to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance delivers a written notice to the Custodial Trust while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance shall be irrevocable); (b) MBIA Insurance fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance makes a Fixed Rate Election; (d) MBIA Insurance fails to pay Dividends on the Preferred Stock, or the fees and expenses of the Custodial Trust pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and (f) the aggregate face amount of the a Custodial Trust’s 's CPS Securities is less than $20,000,000;

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance the right to cause the Custodial Trust to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance delivers a written notice to the Custodial Trust while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance shall be irrevocable); (b) MBIA Insurance fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance makes a Fixed Rate Election; (d) MBIA Insurance fails to pay Dividends on the Preferred Stock, or the fees and expenses of the Custodial Trust pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and and (f) the aggregate face amount of the a Custodial Trust’s 's CPS Securities is less than $20,000,000;

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance the right to cause the Custodial Trust to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance delivers a written notice to the Custodial Trust while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance shall be irrevocable); (b) MBIA Insurance fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance makes a Fixed Rate Election; (d) MBIA Insurance fails to pay Dividends on the Preferred Stock, or the fees and expenses of the Custodial Trust pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and and (f) the aggregate face amount of the a Custodial Trust’s 's CPS Securities is less than $20,000,000;; 3.

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance the Counterparty the absolute, irrevocable and unconditional right to cause require the Custodial Trust to purchase the Preferred Stock Shares on the terms set forth in this Agreement. Such right is referred to herein as the "Put Option." 2.2 The put option created hereby Subject to Section 2.3, this Agreement shall remain in effect and be exercisable at any time exceptuntil the earliest to occur of the following: (a) during any period when the Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement July 15, 2033 (or, if such day is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance delivers not a written notice to the Custodial Trust while the Custodial Trust is holding Eligible AssetsBusiness Day, stating that MBIA Insurance is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance shall be irrevocableDay); (b) MBIA Insurance A Final Termination Date (as defined in Part 1(l) of the Schedule to the Asset Master Agreement) (unless the Final Termination Date results from a Party A Termination (as defined in Part 1(l)(vii) of the Schedule to the Asset Master Agreement) where the Asset Swap Counterparty is not replaced pursuant to Section 13.7 of the Declaration, in which case this Agreement shall remain in effect until the 30th day following such Final Termination Date); (c) The date on which the Counterparty takes or elects to take any action to amend (i) the Counterparty's Memorandum of Association, (ii) the Counterparty's Articles of Association or (iii) the resolutions establishing the terms and preferences of the Shares, in each case in a manner that would adversely affect the rights of the holders of the Shares, without the prior consent of the Trust (acting at the direction of the holders of the ABC Securities pursuant to Section 13.4(b) of the Declaration); provided that as of such date, the Counterparty has not issued any Shares pursuant to this Agreement (and, for avoidance of doubt, this subsection (c) shall not apply after any Shares have been issued); (d) The fifth Business Day following the first Distribution Date occurring on or after July 15, 2013 subsequent to the provision of written notice by the Counterparty to the Trust stating that the Counterparty is terminating this Agreement so long as payment of the Put Option Premium accrued through the effective date of such termination has been paid in full. Delivery of a termination notice by the Counterparty pursuant to this Section 2.2(d) shall be irrevocable (and may not be given with respect to any Distribution Date prior to July 15, 2013); (e) On or after July 15, 2013, if the Counterparty fails to pay the Put Option Premium or when due and does not cure the Delayed Put Option Premiumdefault, if any, for a Distribution Period on including the related Distribution Payment Date, and such failure has not been cured payment of interest accrued thereon within five (5) Business DaysDays thereafter, the first Business Day after the expiration of such cure period; (f) The Voluntary Put Option Payment Date or the Deemed Put Option Payment Date in respect of a voluntary or deemed automatic exercise in full of the Put Option, as the case may be, so long as the Put Option Exercise Price is paid in full and the Shares are delivered to the Trust in accordance with this Agreement; and (g) The date on which the liquidation of the Trust is commenced, so long as all required payments under this Agreement have been made. 2.3 Notwithstanding Section 2.2: (a) At any time during the Fixed Rate Period, provided that there already has been an exercise in part of the Put Option (whether due to a voluntary or a deemed automatic exercise), if the Counterparty shall have submitted to holders of its ordinary shares a proposal for (i) an amalgamation, consolidation, merger, arrangement, reconstruction, reincorporation, de-registration or any other similar transaction involving the Counterparty that requires, or (ii) any other matter that, as a result of any change in Cayman Islands law (whether by enactment or official interpretation) after the date of this Agreement requires, in the case of either (i) or (ii), a vote of the holders of the Shares at the time outstanding, voting separately as a single class (alone or with one or more class or series of preference ordinary shares), then the Counterparty will have the right to terminate this Agreement upon four Business Days prior written notice to the Trust and the Asset Swap Counterparty, so long as payment of the Put Option Premium accrued through the effective date of such termination has been paid in full; (b) If, at any time, there is a Change in Tax Law that would require the Counterparty or any Successor Company to pay additional amounts with respect to any Shares, and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Counterparty or any Successor Company, then the Counterparty will have the right to terminate this Agreement upon four Business Days prior written notice to the Trust and the Asset Swap Counterparty, so long as payment of the Put Option Premium accrued through the effective date of such termination has been paid in full; and (c) MBIA Insurance makes a At any time during the Fixed Rate Election; Period, if any action is taken to commence a winding up, liquidation or an insolvency-related reorganization of the Counterparty (d) MBIA Insurance fails including, without limitation, the serving on the Counterparty of a statutory demand requiring the Counterparty to pay Dividends on a sum due and the Preferred Stock, or the fees and expenses calling of a meeting of the Custodial shareholders of the Counterparty), then the Counterparty will have the right to terminate this Agreement, subject to applicable law, upon four Business Days prior written notice to the Trust and the Asset Swap Counterparty, so long as payment of the Put Option Premium accrued through the effective date of such termination has been paid in full, provided that, if an event described in Section 3.2(d)(vi) occurs prior to the second Business Day after the Counterparty delivers written notice pursuant to this Section 2.3(c), then the Expense Reimbursement Counterparty's right to terminate this Agreement shall cease immediately and there will be a deemed automatic exercise of the Put Option in accordance with Section 3.2(d). 2.4 Notwithstanding any other part of this Section 2, any termination pursuant to Section 2.2 or Section 2.3 (other than pursuant to Section 2.2(f)) shall not become effective unless and until all of the Assets are released to the ABC Trust from the Regulation 114 Trust. The parties acknowledge that, if the Assets are not released on or prior to the date of the applicable event described in Section 2.2 or Section 2.3,there will be a deemed automatic exercise of the Put Option in full pursuant to Section 3.2(d)(vi) prior to the effective date of the termination of this Agreement, for a Distribution Period on . 2.5 Upon termination of this Agreement pursuant to Section 2.2 where the related Distribution Payment Date; (e) MBIA Insurance fails to pay the Redemption Price and such failure Put Option has not been cured within five exercised in full, the Counterparty shall return to the Trust (5i) Business Days; and if the Put Option has not been previously exercised, the Put Option Exercise Price Prepaid Amount and (fii) if the aggregate face amount Put Option has been previously exercised in part, one-half of the Custodial Trust’s CPS Securities is less than $20,000,000;Put Option Exercise Price Prepaid Amount.