consistent with MLCS’s valuation of other multifamily housing bonds of similar credit andquality) together with any cash held by TE Bond Sub not required to pay dividends or any accruedinterest less the cost of paying off any senior obligations of TE Bond Sub and extinguishing anypreferred shares of TE Bond Sub with such costs determined by MLCS in its sole discretion exercisedin good faith; provided (i) the value of such Collateral for purposes of determining whether theMinimum Required Collateral Amount is satisfied shall never exceed an amount equal to $100,000,000multiplied by a percentage equal to the number of shares of MuniMae TE Bond Subsidiary, LLC (“TEBond Sub”) pledged to the Pledgee pursuant to the 2008 Pledge Agreement divided by the total numberof shares of TE Bond Sub outstanding. Notwithstanding the foregoing, the value of such Collateralfor purposes of determining whether the Minimum Required Collateral Amount is satisfied shall bedeemed zero if less than 100% of the equity interests in TE Bond Sub outstanding are pledged toMLCS in the aggregate pursuant to the Pledge Agreement and the Related Pledge Agreements, and (ii)if the market value of the Pledged Equity under the Pledge Agreement and under each of the RelatedPledge Agreements in the aggregate, as determined by MLCS is less than $50,000,000, the value ofsuch Collateral for purposes of determining whether the Minimum Required Collateral Amount issatisfied shall be zero.     3. Notwithstanding any language in the 2005 Pledge Agreement to the contrary, no Collateral asdefined in the 2005 Pledge Agreement shall be released, and any Collateral existing on the datehereof with respect to the 2005 Pledge Agreement that expires prior to termination of the 2005Pledge Agreement shall be required to be replaced with substitute collateral with a value equal tothe collateral expiring (e.g., if a $1,000,000 letter of credit valued at 100% is expiring it shallbe replaced with $1,000,000 in cash or other collateral with a value of $1,000,000) unless thePledgor and/or its affiliates post sufficient collateral with the Pledgee to satisfy theircollateral posting obligations under the 2005 Pledge Agreement and each of the Related SwapAgreements without consideration of any pledge of MuniMae TEI’s interest in TE Bond Sub and thePledgee is required to release its security interest in the Pledged Equity as described insubsection (4) below; provided, however, to the extent that any fixed amount comprising a componentof the Minimum Required Collateral Amount is permanently reduced and not subject to mark-to marketchanges, collateral with a value equal to such permanent reduction shall be released to the Pledgorto the extent such collateral is in excess of the Minimum Required Collateral Amount.     4. The Pledgee shall release its security interest in all Collateral (as defined in the2008 Pledge Agreement), including without limitation, the Pledged Equity, and agrees to terminatethe 2008 Pledge Agreement, the Related Pledge Agreements and any guarantees of MuniMae TEI securedsolely thereby, at any time Pledgor and/or its affiliates post sufficient collateral with thePledgee to satisfy their obligations under the 2005 Pledge Agreement and the Related SwapAgreements without consideration of any pledge of MuniMae TEI’s interest in TE Bond Sub (with theunderstanding that once terminated the Pledgee shall not be required to accept a similar pledge ofthe interests of TE Bond Sub in the future).     5. The Pledgee shall release its security interest in the Pledged Equity at any time in orderto allow such Pledged Equity to be pledged to MLCS pursuant to one or more Related PledgeAgreements simultaneously with such release, and agrees to cooperate with the Pledgor
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to effectuate such transfer of Pledged Equity, but in each case only to the extent that the2005 Pledge Agreement is over collateralized.     6. To the extent of any inconsistency between the 2005 Pledge Agreement and the 2008 PledgeAgreement, the 2008 Pledge Agreement shall control.     7. While the 2008 Pledge Agreement is outstanding, an Event of Default under any Related SwapAgreement (other than an Event of Default caused by MLCS or one of its affiliates) shall be anEvent of Default under the 2005 Pledge Agreement and the 2008 Pledge Agreement.     8. This Agreement may be executed in any number of counterparts, with the same effect as ifthe signatures thereto and hereto were upon the same instrument.[Remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement With Respect to Collateralto be duly executed, all as of the day and year first above written.      MUNIMAE TEI HOLDINGS, LLC,