Common use of Use of Posted Collateral Clause in Contracts

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution Secured Party shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution Secured Party shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the “Downgraded Party” and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively.Party; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to so long as the parties; provided, however, that if a party or its Custodian Secured Party is not eligible to hold Posted Collateral pursuant to the terms and conditions of Paragraph 13(g)(i) (). If the Secured Party or its Custodian becomes ineligible 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, the event that caused it the Secured party or its Custodian, if any, Custodian to be become ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party” and the following provisions shall apply. At the request of the Pledgor, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or or, in the case of a Downgraded Custodian, cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second fifth (5th) Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) Institution to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded PartyPledgor; provided, that, if the Credit Rating Event occurs with respect to a partythe Secured Party’s Custodian that is holding Posted Collateral on behalf of such partythe Secured Party, then such Downgraded Custodian may also deliver such Posted Collateral to the Secured Party if the Secured Party is not at such partytime a Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this the Credit Support Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded PartyPledgor. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c6(c)(i) will not apply to Party B, and the provisions of Paragraph 6(c)(ii) will apply to the partiesParty B; provided, however, that (A) on any date on which the Collateral Agent or FSA has delivered a Payment Failure Notice (as defined in the Pledge and Administration Agreement) and the payment failure identified in such Payment Failure Notice has not been cured on the third Business Day following the Collateral Agent or FSA’s delivery of such Payment Failure Notice Paragraph 6(c)(i) will apply to Party B such that if the Collateral Agent and/or FSA shall have the rights, subject to the terms and limitations of the Pledge and Administration Agreement, to (x) enter into a party or its Custodian is not eligible Temporary Funding Transaction (as defined in the Pledge and Administration Agreement) in relation to hold any Posted Collateral pursuant to Paragraph 13(g)(iheld by the Collateral Agent hereunder or (y) (solely in the event that caused it or its Custodian, if anycircumstances described in Section 11.2(b)(i)(C) of the Pledge and Administration Agreement, to be ineligible to hold effect a Liquidation of Posted Collateral shall be a by sale for its obtainable market value, and in each case apply the proceeds of such transaction in (x) or (y) to satisfy one or more scheduled or expected Senior Priority Payments identified in accordance with the provisions Section 11.2(b) of the Pledge and Administration Agreement at or prior to the time when such Payment Failure Notice was sent (“Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded CustodianRequired Senior Priority Payments”), then:and any such application of the proceeds of such transaction in (x) or (y) shall also be deemed to satisfy (to the extent of such proceeds) any Liquidity Draw Request which is outstanding and has not been funded on the date such proceeds are applied; (1B) on any date on or after the Collateral Replacement Date on which the Administrator, the Collateral Agent or FSA has delivered a GIC Termination Liquidity Draw and the relevant Bank under (and as defined in) the provisions of Liquidity Facility or Buyer under (and as defined in) the Repurchase Facility Agreement, as applicable, has not performed its payment obligations within the time required under the Liquidity Facility or Repurchase Facility Agreement, as applicable, Paragraph 6(c6(c)(i) will apply to Party B such that the Collateral Agent and/or FSA shall have the rights to enter into a Temporary Funding Transaction in relation to any Posted Collateral held by the Collateral Agent hereunder, and apply the proceeds of such transaction to satisfy the relevant GIC Termination Liquidity Draw; and (C) Party B or, if a Dexia Event of Default has occurred, the Collateral Agent or FSA directly as third party beneficiary, may instruct the transfer of any Posted Collateral which is eligible to be posted as collateral to secure either (x) a FSA GIC Contract or (y) a Third Party Hedge Agreement which is not apply with respect a Subordinated Hedge Agreement to the Downgraded collateral account for such FSA GIC Contract or Third Party Hedge Agreement, as applicable, and Paragraph 6(c)(i) will apply to Party B to the extent necessary to permit such actions in (x) or (y); and (D) If on any date the “Offset of Collateral” provision is applicable under the Confirmation to this Agreement, FSA as the Secured Party Representative shall identify one or more items of Eligible Collateral having a Value equal to the Deemed Return Amount that will be released to Party B in consideration for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) corresponding reduction of the Downgraded Party shall be required Put Settlement Amount in relation to deliver such Deemed Return Amount. Any use of Posted Collateral (or cause the Downgraded Custodian to deliver, as the case may becash proceeds thereof) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized provided for under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party A) through (which approval C) shall not be unreasonably withheldconsidered a Set-off under Paragraph 8(a)(iii) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with otherwise affect the title inclusion of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf Value of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions Credit Support held by the Secured Party (which approval shall not be unreasonably withheld)for purposes of Paragraph 3 or the determination of any Delivery Amount or Return Amount thereunder, provided that (x) the Qualified Institution Value of any Posted Collateral Liquidated under (ii)(A)(y) above, or Liquidated in connection with the termination of a Temporary Funding Transaction, shall not be required fixed at the FSAM Asset Value thereof as most recently determined hereunder at the time of such Liquidation (in connection with the Collateral Sale Deficiency Amount and Collateral Sale Excess Amount adjustments referred to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect below) and (y) to the Pledgor extent that the Liquidation Proceeds of any sale or cash obtained in a Temporary Financing Transaction have been applied to satisfy a Qualifying Liquidity Payment (a “Liquidity Draw Offset”), the portion of the FSAM Asset Value of the relevant Eligible Collateral obtained by multiplying (i) such FSAM Asset Value times (ii) the relevant Liquidity Offset Fraction, shall have occurred and be continuing. The no longer be included in determining the Value of Posted Credit Support held by the Secured Party shall have no responsibility for purposes of Paragraph 3 or the determination of any losses resulting from any investment Delivery Amount or reinvestment effected in accordance with the Pledgor’s instructionsReturn Amount hereunder.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply so long as the Secured Party is eligible to hold collateralPosted Collateral pursuant to the parties; provided, however, that if terms and conditions of Paragraph 13(g)(i). If a party partythe Secured Party or its Custodian is not eligible becomes ineligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be, the event that caused it such partythe Secured Party or its Custodian, if any, Custodian to be become ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party” and the following provisions shall apply. At the request of the other partyPledgor, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or or, in the case of a Downgraded Custodian, cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second fifth (5th) Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) Institution to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Partysuch partythe Pledgor; provided, that, if the Credit Rating Event occurs with respect to a partyathe Secured Party’s Custodian that is holding Posted Collateral on behalf of such partysuchthe Secured Party, then such Downgraded Custodian may also deliver such Posted Collateral to such partyparty if such partythe Secured Party if the Secured Party is not at such time a Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Credit Support Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Partyother PartyPledgor. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company or other financial institution organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s Xxxxx’x (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.] [If Party A 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)(a). With respect to Party B, Posted Collateral shall be maintained in accordance with Paragraph13(g)(ii)(b) and the provisions of Paragraphs 6(b)(i), 6(b)(ii) and 6(c) shall be inapplicable with respect to Party B as the Secured Party.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such party may cause such Downgraded Custodian may also to deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply so long as the Secured Party is eligible to hold collateral pursuant to the parties; provided, however, that if terms and conditions of Paragraph 13(g)(i). If a party or its Custodian is not eligible becomes ineligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (this Section, then it shall be considered a “Downgraded Party” or a “Downgraded Custodian”, as the case may be, the event that caused it such party or its Custodian, if any, Custodian to be become ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a ” and the following provisions shall apply. At the request of the other party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or or, in the case of a Downgraded Custodian, cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second fifth (5th) Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) Institution to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Partysuch party; provided, that, if the Credit Rating Event occurs with respect to a partyParty’s Custodian that is holding Posted Collateral on behalf of such partyParty, then such Downgraded Custodian may also deliver such Posted Collateral to such partyparty if such party is not a Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded other Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the The provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the The Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“"Qualified Institution”), ") approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to and a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such party's Downgraded Custodian may mustmay also deliver such Posted Collateral to such another Qualified Institution designated by the Secured Party no later than the close of business on the second Local Business Day following the occurrence of the Credit Ratings Eventsuch party. The newly designated Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution Secured Party shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.. [THIS IS AN ADMINISTRATIVE BURDEN, WHICH EXELON IS UNWILLING TO BEAR]

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the “Downgraded Party” and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Custodian are Downgraded Party or a Downgraded Custodian, respectively.Parties; and (2) the theThe Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; providedPROVIDED, howeverHOWEVER, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the "DOWNGRADED PARTY" and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”"CREDIT RATING EVENT"), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively.Party; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “"A-” " in the case of S&P or “"A3” " in the case of Moody’s 's (“Qualified Institution”"QUALIFIED INSTITUTION"), approved by the non-Downgraded Doxxxxxxxd Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”"COLLATERAL ACCOUNT") within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both either the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law laws of the United States or a political subdivision thereofthereof or a U.S. branch of a bank organized under the laws of Switzerland, with having assets of at least $10 billion and a Credit Rating of at least “"A3" from Moody's and "A-” in the case of " from S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such partyparty if such party is not a Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the “Downgraded Party” and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively.Party; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the “Downgraded Party” and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Custodian are Downgraded Party or a Downgraded Custodian, respectively.Parties; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, having total assets of at least U.S. $10,000,000,000, with a Credit Rating of at least “A-A” in the case of S&P or “A3A2” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not applySecured Party is a Downgraded Party, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution Secured Party shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. (a) The provisions of Paragraph 6(c) will apply to the partiesParty A only; provided, however, that if a party Party A or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a partyParty A, such party Party A shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a partyParty A’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s Xxxxx’x (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a partyParty A’s Custodian that is holding Posted Collateral on behalf of such partyParty A, then such Downgraded Custodian may also deliver such Posted Collateral to such party. Party A. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the PledgorParty B, subject to the approval of such instructions by the Secured Party A (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor Party B shall have occurred and be continuing. The Secured Party A shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the PledgorParty B’s instructions. (b) All Posted Collateral that is to be transferred to Party B as the Secured Party pursuant to Paragraphs 3 and 5 shall be transferred to and held by a Qualified Institution approved by Party A (which approval shall not be unreasonably withheld) to be held in a Collateral Account within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for Party B. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of Party B and, subject to such security interest, for the ownership of Party A. So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of Party A, subject to the approval of such instructions by Party B (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to Party A shall have occurred and be continuing. Party B shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with Party A’s instructions.]

Use of Posted Collateral. The provisions of Paragraph 6(c6(c)(i) will not apply to Party B, and the provisions of Paragraph 6(c)(ii) will apply to the partiesParty B; provided, however, that (A) on any date on which the Collateral Agent or FSA has delivered a Payment Failure Notice (as defined in the Pledge and Administration Agreement) and the payment failure identified in such Payment Failure Notice has not been cured on the third Business Day following the Collateral Agent or FSA’s delivery of such Payment Failure Notice, Paragraph 6(c)(i) will apply to Party B such that if the Collateral Agent and/or FSA shall have the rights, subject to the terms and limitations of the Pledge and Administration Agreement, to (x) enter into a party or its Custodian is not eligible Temporary Funding Transaction (as defined in the Pledge and Administration Agreement) in relation to hold any Posted Collateral pursuant to Paragraph 13(g)(iheld by the Collateral Agent hereunder or (y) (solely in the event that caused it or its Custodian, if anycircumstances described in Section 11.2(b)(i)(C) of the Pledge and Administration Agreement, to be ineligible to hold effect a Liquidation of Posted Collateral shall be a by sale for its obtainable market value, and in each case apply the proceeds of such transaction in (x) or (y) to satisfy one or more scheduled or expected Senior Priority Payments identified in accordance with the provisions Section 11.2(b) of the Pledge and Administration Agreement at or prior to the time when such Payment Failure Notice was sent (“Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded CustodianRequired Senior Priority Payments”), then:and any such application of the proceeds of such transaction in (x) or (y) shall also be deemed to satisfy (to the extent of such proceeds) any Liquidity Draw Request which is outstanding and has not been funded on the date such proceeds are applied; (1B) on any date on or after the Collateral Replacement Date on which the Administrator, the Collateral Agent or FSA has delivered a GIC Termination Liquidity Draw and the relevant Bank under (and as defined in) the provisions of Liquidity Facility or Buyer under (and as defined in) the Repurchase Facility Agreement, as applicable, has not performed its payment obligations within the time required under the Liquidity Facility or Repurchase Facility Agreement, as applicable, Paragraph 6(c6(c)(i) will apply to Party B such that the Collateral Agent and/or FSA shall have the rights to enter into a Temporary Funding Transaction in relation to any Posted Collateral held by the Collateral Agent hereunder, and apply the proceeds of such transaction to satisfy the relevant GIC Termination Liquidity Draw; and (C) Party B or, if a Dexia Event of Default has occurred, the Collateral Agent or FSA directly as third party beneficiary, may instruct the transfer of any Posted Collateral which is eligible to be posted as collateral to secure either (x) a FSA GIC Contract or (y) a Third Party Hedge Agreement which is not apply with respect a Subordinated Hedge Agreement to the Downgraded collateral account for such FSA GIC Contract or Third Party Hedge Agreement, as applicable, and Paragraph 6(c)(i) will apply to Party B to the extent necessary to permit such actions in (x) or (y). Any use of Posted Collateral (or the cash proceeds thereof) provided for under (A) through (C) shall not be considered a Set-off under Paragraph 8(a)(iii) or otherwise affect the inclusion of the Value of such Posted Collateral as Posted Credit Support held by the Secured Party for so long as both purposes of Paragraph 3 or the Secured Party determination of any Delivery Amount or its CustodianReturn Amount thereunder, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. provided that (2x) the Downgraded Party Value of any Posted Collateral Liquidated under (ii)(A)(y) above, or Liquidated in connection with the termination of a Temporary Funding Transaction, shall be required fixed at the FSAM Asset Value thereof as most recently determined hereunder at the time of such Liquidation (in connection with the Collateral Sale Deficiency Amount and Collateral Sale Excess Amount adjustments referred to deliver below) and (y) to the extent that the Liquidation Proceeds of any sale or cause the Downgraded Custodian cash obtained in a Temporary Financing Transaction have been applied to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to satisfy a commercial bank or trust company organized under the law of the United States or Qualifying Liquidity Payment (a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified InstitutionLiquidity Draw Offset”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title portion of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest FSAM Asset Value of the Downgraded Party andrelevant Eligible Collateral obtained by multiplying (i) such FSAM Asset Value times (ii) the relevant Liquidity Offset Fraction, subject to such security interest, for shall be no longer be included in determining the ownership Value of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions Credit Support held by the Secured Party (which approval shall not be unreasonably withheld), provided that for purposes of Paragraph 3 or the Qualified Institution shall not be required to so invest determination of any Delivery Amount or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructionsReturn Amount hereunder.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both [both] the Secured Party or [or] its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively. (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, provide however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph Section 13(g)(i) (such party shall be the "DOWNGRADED PARTY" and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”"CREDIT RATING EVENT"), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively.Party; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “"A-” " in the case of S&P or “"A3” " in the case of Moody’s 's (“Qualified Institution”"QUALIFIED INSTITUTION"), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”"COLLATERAL ACCOUNT") within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively.; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may be) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3A323” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, party then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution Secured Party shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the “Downgraded Party” and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Custodian are Downgraded Party or a Downgraded Custodian, respectively.Parties; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law of the United States or a political subdivision thereof, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3) So long as the provisions of Paragraph 6(c) do not apply, the Qualified Institution holding the Posted Collateral will invest and reinvest or procure the investment and reinvestment of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution Secured Party shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default or Specified Condition with respect to the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledgor’s instructions.

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties; provided, however, that if a party or its Custodian is not eligible to hold Posted Collateral pursuant to Paragraph 13(g)(i) (such party shall be the “Downgraded Party” and the event that caused it or its Custodian, if any, to be ineligible to hold Posted Collateral shall be a “Credit Rating Event”; if such Credit Rating Event occurs with respect to a party, such party shall be the “Downgraded Party”; and if such Credit Rating Event occurs with respect to a party’s Custodian, such Custodian shall be the “Downgraded Custodian”), then: (1) the provisions of Paragraph 6(c) will not apply with respect to the Downgraded Party as the Secured Party for so long as both the Secured Party or its Custodian, if any, remain a Downgraded Party or a Downgraded Custodian, respectively.Party; and (2) the Downgraded Party shall be required to deliver (or cause the Downgraded Custodian to deliver, as the case may bebe delivered) not later than the close of business on the second Local Business Day following such Credit Rating Event all Posted Collateral in its possession or held on its behalf to a commercial bank or trust company organized under the law laws of the United States or a political subdivision thereofJapan, with a Credit Rating of at least “A-” in the case of S&P or “A3” in the case of Moody’s (“Qualified Institution”), approved by the non-Downgraded Party (which approval shall not be unreasonably withheld) to a segregated, safekeeping or custody account (“Collateral Account”) within such Qualified Institution with the title of the Collateral Account indicating that the property contained therein is being held as Posted Collateral for the Downgraded Party; provided, that, if the Credit Rating Event occurs with respect to a party’s Custodian that is holding Posted Collateral on behalf of such party, then such Downgraded Custodian may also deliver such Posted Collateral to such party. The Qualified Institution shall serve as Custodian with respect to the Posted Collateral in the Collateral Account, and shall hold such Posted Collateral in accordance with the terms of this Annex and for the security interest of the Downgraded Party and, subject to such security interest, for the ownership of the non-Downgraded Party. (3iii) So long as the provisions For purposes of Paragraph 6(cSection 5(a)(iii) do not applyof this Agreement, the Qualified Institution holding the Posted Collateral will invest and reinvest failure by a party or procure the investment and reinvestment its Custodian to comply with any of the Posted Collateral in accordance with the written instructions of the Pledgor, subject to the approval of such instructions by the Secured Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if obligations under this Paragraph 13(g) will constitute an Event of Default or Potential Event of Default or Specified Condition with respect to such party if the Pledgor shall have occurred and be continuing. The Secured Party shall have no responsibility failure continues for any losses resulting from any investment or reinvestment effected in accordance with two (2) Local Business Days after notice of the Pledgor’s instructionsfailure is given to that party.