Common use of Additional Termination Events Clause in Contracts

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. In addition to the Additional Termination Events will applyspecified in Part 5(g) (Ratings Event), the following shall constitute Additional Termination Events: (i) Ifirrevocable notice is given that all classes of Notes will be redeemed in accordance with Condition 5 of the Notes; or (ii) the Revenue Priority of Payments, upon Principal Priority of Payments or the occurrence Enforcement Priority of a Cap Disclosure Event Payments is amended without Party A’s prior written consent; or (as defined in Part 5(l)(iiiii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth Relevant Documents are amended without Party A’s prior written consent and Party A determines that it expects such amendment to have the effect that, following such amendment, Party A could reasonably expect to pay more or receive less by way of termination payment if it were to replace itself in Part 5 any or all of the Transactions under this Agreement than it would otherwise have expected to pay or receive in such circumstances immediately prior to such amendment (l) belowas a direct result of such amendment), then an with such determination being made by Party A using its own internal pricing models or, if requested by Party B, by seeking a price capable of being accepted from a reputable dealer in the relevant market, save that, if no such firm price can be obtained by Party A within 14 Local Business Days of the request from Party B, Party A shall be entitled to exercise this Additional Termination Event on the basis of its determination made using its internal pricing models, provided, however, that, in all cases, Party A provides Party B with a reasoned explanation as to the basis on which Party A's determination has been made and, for the avoidance of doubt, such explanation shall have occurred with respect not require Party A to Bear Xxxxxxxdisclose any proprietary or confidential information to Party B; or (iv) any of the Relevant Documents become wholly void or unenforceable and such unenforceability is materially prejudicial to Party A; or (v) the Additional Termination Event specified in Part 5(z) (Amendment Regarding EMIR) below. For the purpose of the Additional Termination Event set out in sub-paragraph (i) above: (1) for the purpose of Section 6(b)(iv), Bear Xxxxxxx (A) both parties will be Affected Parties and all Transactions shall be Affected Transactions and (B) the Early Termination Date designated in any notice delivered pursuant to Section 6(b)(iv) shall be the fifth Local Business Day prior to the intended date of redemption of the Notes; (2) for the purpose of Section 6(e), the Affected Party will be Party B only and all Transactions shall be Affected Transactions; and (3) notwithstanding Section 6(d)(ii), the amount determined pursuant to Section 6(e) will be due and payable on the date of redemption of the Notes. For the purposes of the Additional Termination Events set out in sub- paragraphs (ii) to (v) above, Party B shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then The following shall constitute an Additional Termination Event shall Event, upon which Counterparty will have occurred with respect the right to Bear Xxxxxxxdesignate an Additional Termination Event, Bear Xxxxxxx shall will be the sole Affected Party and all Transactions hereunder will be Affected Transactions. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Xxxxxxx to comply with Section 18(a) below; and (b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Xxxxxxx to, within 30 days from such failure, at its own expense, (i) transfer its rights and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master Agreement with a form of guaranty satisfying the Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Xxxxxxx shall provide a copy of such guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iii) take such other steps that satisfies the Rating Agency Condition. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (ia) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 (l) paragraph 14 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such Additional Termination Event. (iib) If, without at any time, the prior written consent Seller purchases the Mortgage Loans and REO Properties pursuant to Section 8.07 of Bear Xxxxxxx where such consent is required under the Pooling and Servicing AgreementIndenture, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty and Party B shall be the sole Affected Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv), both Party A and all Transactions hereunder Party B shall have the right to designate an Early Termination Date (such early Termination Date shall not be Affected Transactionearlier than the final distribution date) in respect of this Additional Termination Event. (c) If, upon the occurrence of a Swap Disclosure Event (as defined in paragraph 15 below) Party A has not, within 10 Business Days after such Swap Disclosure Event complied with any of the provisions set forth in clause (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified thereinof paragraph 15 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder Event. (d) An amendment and/or supplement to the Indenture (or any other Basic Document) is made without the prior written consent of Party A (such consent not to be unreasonably withheld), if such amendment and/or supplement would: (a) materially adversely affect any of Party A's rights or obligations hereunder; or (b) materially adversely affect the obligations of, or materially adversely impact the ability of, Party B to fully perform any of Party B's obligations hereunder. For purposes of Section 6 of the Master Agreement, Party B shall be the sole Affected TransactionParty. (e) The delivery of notice of any redemption or other prepayment in whole, but not in part, of the Notes in connection with any redemption pursuant to the Indenture. For purposes of Section 6 of the Master Agreement, Party B shall be the sole Affected Party, and the Early Termination Date shall occur not earlier than the date of redemption.

Additional Termination Events. Additional Termination Events will apply: (ia) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 (lParagraph 3(6)(q)(iv) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such an Additional Termination Event. (iib) If, without at any time, the prior written consent Terminator purchases the Mortgage Loans pursuant to Section 10.01 of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxParty B with Party B as the sole Affected Party with respect to such Additional Termination Event. Notwithstanding the provisions of section 6(b)(iv) of the Form Master Agreement, Bear Xxxxxxx either Party A or Party B may designate an Early Termination Date in respect of this Additional Termination Event. (c) If, upon the occurrence of a Swap Disclosure Event (as defined in Paragraph 3(6)(u) below) Party A has not, within five (5) Business Days after such Swap Disclosure Event complied with any of the provisions set forth in Paragraph 3(6)(u)(iii) below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Swap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Swap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. The following Additional Termination Events will apply:, in each case with respect to Party B as the sole Affected Party (unless otherwise provided below): (i) IfEach of the following shall constitute an Additional Termination Event with Party A as sole Affected Party: (a) An S&P Collateralization Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the "Downgrade Provisions" as set forth in Part 5(b)(2) and a Ratings Event has neither occurred nor is continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(a) shall not constitute an Event of Default. (b) A Moody's Collateralization Event has occurred and is continuing, upon and Party A has failed to comply with or perform any obligation to deliver collateral under the Credit Support Annex and 30 Local Business Days or more have elapsed since the last time that no Moody's Collateralization Event had occurred and was continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(b) shall not constitute an Event of Default (unless such event constitutes a failure to post collateral pursuant to the terms of the Credit Support Annex in breach of Part 5(b)(4)). (c) A Ratings Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the “Downgrade Provisions” as set forth in Part 5(b)(4) and, in the case of a Moody's Ratings Event, (i) at least one Eligible Replacement has made a Live Bid to be the transferee of a transfer to be made in accordance with the terms hereof and/or (ii) at least one entity that satisfies the Hedge Counterparty Ratings Requirements is able to provide an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement subject to the satisfaction of the S&P Ratings Condition. The failure by Party A to comply with or perform any obligation (other than the obligation to post collateral pursuant to the terms of the Credit Support Annex) to be complied with or performed by Party A in accordance with the “Downgrade Provisions” as set forth in Part 5(b)(4) will constitute an Additional Termination Event and not an Event of Default. (ii) The Series Supplement dated as of December 29, 2006 to the Standard Terms of Pooling and Servicing Agreement dated as of December 1, 2006 among Credit Suisse First Boston Mortgage Securities Corp. as Depositor, Select Portfolio Servicing, Inc. as Servicer, and U.S. Bank National Association as Trustee as amended and supplemented from time to time (such Series Supplement together with such Standard Terms, the PSA or the Pooling and Servicing Agreement) or other transaction document is amended or modified (other than an amendment or modification solely to accommodate replacement agents to the transaction, e.g., servicer, manager) without the prior written consent of Party A, where such consent is required under the terms of the PSA (such consent not to be unreasonably withheld). For all purposes hereunder, including in the Credit Support Annex and each Confirmation, “Trustee” shall mean the trustee for the Supplemental Interest Trust under the PSA. (iii) The termination of the Trust pursuant to Article IX of the PSA, provided, however, that notwithstanding Section 6(b)(iv) of this Agreement, either party may designate an Early Termination Date in respect of this Additional Termination Event. (iv) Upon the occurrence of a Cap Swap Disclosure Event (as defined in Part 5(l)(ii5(t) below) Bear Xxxxxxx Party A has not, within ten (10) calendar 10 days after such Cap Swap Disclosure Event Event, complied with any of the provisions set forth in Part 5 (l5(t)(iii) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and . For all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent purposes of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx A shall be the sole Affected Party with respect to such the occurrence of an Additional Termination Event and all Transactions hereunder shall be Affected Transactiondescribed in this Part 1(h)(iv).

Additional Termination Events. The following Additional Termination Events will apply:, in each case with respect to Party B as the sole Affected Party (unless otherwise provided below): (i) IfEach of the following shall constitute an Additional Termination Event with Party A as sole Affected Party: (a) An S&P Collateralization Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the "Downgrade Provisions" as set forth in Part 5(b)(2) and a Ratings Event has neither occurred nor is continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(a) shall not constitute an Event of Default. (b) A Moody's Collateralization Event has occurred and is continuing, upon and Party A has failed to comply with or perform any obligation to deliver collateral under the Credit Support Annex and no more than 30 Local Business Days have elapsed since the last time that no Moody's Ratings Event had occurred and was continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(b) shall not constitute an Event of Default. (c) A Fitch Collateralization Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the "Downgrade Provisions" as set forth in Part 5(b)(2) and a Ratings Event has neither occurred nor is continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(c) shall not constitute an Event of Default. (d) A Ratings Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the “Downgrade Provisions” as set forth in Part 5(b)(4) and, in the case of a Moody's Ratings Event, (i) at least one Eligible Replacement has made a Live Bid to be the transferee of a transfer to be made in accordance with the terms hereof and/or (ii) at least one entity that satisfies the Hedge Counterparty Ratings Requirements is able to provide an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement subject to the satisfaction of the S&P Ratings Condition. The failure by Party A to comply with or perform any obligation (other than the obligation to post collateral pursuant to the terms of the Credit Support Annex) to be complied with or performed by Party A in accordance with the “Downgrade Provisions” as set forth in Part 5(b)(4) will constitute an Additional Termination Event and not an Event of Default. (ii) The Pooling and Servicing Agreement dated as of November 1, 2006 among Credit Suisse First Boston Mortgage Securities Corp. as Depositor, DLJ Mortgage Capital, Inc. as Seller, Xxxxx Fargo Bank, N.A. as Servicer, Select Portfolio Servicing, Inc. as Servicer and Modification Oversight Agent, Xxxxxxx Fixed Income Services Inc. as Credit Risk Manager, and U.S. Bank National Association as Trustee for Home Equity Asset Trust 2006-8, as amended and supplemented from time to time (the PSA or the Pooling and Servicing Agreement) or other transaction document is amended or modified (other than an amendment or modification solely to accommodate replacement agents to the transaction , e.g., Servicer, Credit Risk Manager) without the prior written consent of Party A, where such consent is required under the terms of the PSA (such consent not to be unreasonably withheld). For all purposes hereunder, including in the Credit Support Annex and each Confirmation, “Trustee” shall mean the trustee for the Supplemental Interest Trust under the PSA. (iii) The termination of the Trust pursuant to Article IX of the PSA, provided, however, that notwithstanding Section 6(b)(iv) of this Agreement, either party may designate an Early Termination Date in respect of this Additional Termination Event. (iv) Upon the occurrence of a Cap Swap Disclosure Event (as defined in Part 5(l)(ii5(w) below) Bear Xxxxxxx Party A has not, within ten (10) calendar 10 days after such Cap Swap Disclosure Event Event, complied with any of the provisions set forth in Part 5 (l5(w)(iii) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and . For all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent purposes of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx A shall be the sole Affected Party with respect to such the occurrence of an Additional Termination Event and all Transactions hereunder shall be Affected Transactiondescribed in this Part 1(h)(iv).

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 (l5(h) below, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxParty A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. (ii) An Additional Termination Event shall occur under the ISDA Form Master Agreement upon unrescindable notice by the Terminator (as defined in the Pooling and Servicing Agreement) that it will purchase all Mortgage Loans in accordance with Section 9.01 of the Pooling and Servicing Agreement. With respect to such Additional Termination Event, Bear Xxxxxxx Party B shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty Transaction shall be the sole Affected Party and all Transactions hereunder Transaction; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, either party may designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that such Early Termination Date shall not be Affected Transactionprior to the final Distribution Date. (iii) If, upon the occurrence of a Swap Disclosure Event (Aas defined in Part 5(n) If a S&P First Level Downgrade below) Party A has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1)not, within 10 Business Days after such Swap Disclosure Event complied with any of the time period specified thereinprovisions set forth in clause (iii) of Part 5(n) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the apply as specified below: The occurrence of the following shall constitute an Additional Termination Event: If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 paragraph (lj) belowabove, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) with respect to such an Additional Termination Event. If, without at any time, the prior written consent Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty and Party B shall be the sole Affected Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) of the Agreement, both Party A and all Transactions hereunder Party B shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that the Early Termination Date shall not be Affected Transaction. prior to the Optional Termination Date. If, upon the occurrence of a Regulation AB Event (iiias defined in Part 5(o) (Abelow) If a S&P First Level Downgrade Party A has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1)not, within 30 days after such Regulation AB Event complied with any of the time period specified thereinprovisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 days of Party A being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) )] below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then The following shall constitute an Additional Termination Event shall Event, upon which Counterparty will have occurred with respect the right to Bear Xxxxxxxdesignate an Additional Termination Event, Bear Xxxxxxx shall Sxxxxxx will be the sole Affected Party and all Transactions hereunder will be Affected Transactions. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Sxxxxxx to comply with Section 17(a) below; and (b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Sxxxxxx to, within 30 days from such failure, at its own expense, (i) transfer its rights and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Sxxxxxx’ obligations under the Form Master Agreement with a form of guaranty satisfying the Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Sxxxxxx shall provide a copy of such guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iii) take such other steps that satisfies the Rating Agency Condition. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then The following shall constitute an Additional Termination Event shall Event, upon which Counterparty will have occurred with respect the right to Bear Xxxxxxxdesignate an Additional Termination Event, Bear Xxxxxxx shall Stearns will be the sole Affected Party and all Transactions hereunder will be Affected Traxxxxxxxns. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Stearns to comply with Section 18(a) below; and (b) After failing to sxxxxxx the Second Trigger Required Ratings, the failure by Bear Stearns to, within 30 days from such failure, at its own expense, (i) transfer itx xxxxxs and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Stearns' obligations under the Form Master Agreement with a form of guaranty satisfying xxe Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Stearns shall provide a copy of such guaranty to each Rating Agency then rating the Grxxxxx Xrust Certificates or (iii) take such other steps that satisfies the Rating Agency Condition. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. The following Additional Termination Events will apply: (ia) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has occurred and BSFP has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) Section 13 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx BSFP and BSFP shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction.with respect to such an Additional Termination Event; (iib) If, without at any time, the prior written consent Majority Class I-C Certificateholder purchases the Mortgage Loans pursuant to Section 11.01 of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; (c) If, upon the occurrence of a Swap Disclosure Event (as defined in paragraph 15 below) BSFP has not, within 10 Business Days after such Swap Disclosure Event complied with any of the provisions set forth in clause (iii) of paragraph 15 below, then an Additional Termination Event shall have occurred with respect to BSFP and all Transactions hereunder BSFP shall be the sole Affected TransactionParty with respect to such Additional Termination Event.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 (l5(h) below, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxParty A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. (ii) An Additional Termination Event shall occur under the ISDA Form Master Agreement upon unrescindable notice by the Servicer or the Master Servicer that it will purchase all Mortgage Loans in accordance with Section 10.01 of the Pooling and Servicing Agreement. With respect to such Additional Termination Event, Bear Xxxxxxx Party B shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty Transaction shall be the sole Affected Transaction; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only Party and all Transactions hereunder B may designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that such Early Termination Date shall not be Affected Transactionprior to the final Distribution Date. (iii) If, upon the occurrence of a Swap Disclosure Event (Aas defined in Part 5(n) If a S&P First Level Downgrade below) Party A has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1)not, within 10 calendar days after such Swap Disclosure Event complied with any of the time period specified thereinprovisions set forth in clause (iii) of Part 5(n) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent(such consent not to be reasonably withheld) of Bear Xxxxxxx Stearns where such consent is required under the Pooling and Servicing xxx Xxrvicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which Reference Number: CXCWL07S3 Countrywide Home Loans, Inc. March 30, 2007 Page 7 of 33 amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx Stearns under this Agreement, an Additional Termination Event shall Xxxxx xhall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If an Applied Realized Loss Amount is applied to reduce the Certificate Principal Balance of any class of Class A Certificates, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx Stearns fails to take any action described under Part undxx Xxxx (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxStearns, Bear Xxxxxxx Stearns shall be the sole Affected Party Affectxx Xxxxy with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionTransactions.

Additional Termination Events. The following Additional Termination Events will apply: (ia) If, upon the occurrence of a Cap Disclosure Ratings Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has occurred and Party A has not, within ten thirty (1030) calendar days after such Cap Disclosure Event days, complied with any of the provisions set forth in Part 5 (l) Section 12 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such Additional Termination Event. (iib) If, without If (A) the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have Depositor still has a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred reporting obligation with respect to Counterparty, Counterparty shall be the sole Affected this Transaction pursuant to Regulation AB and (B) Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade A has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1)not, within 30 days after receipt of a 10% Cap Disclosure Request complied with the time period specified thereinprovisions set forth in clauses (b) and (c) of Paragraph 10 above (provided that if the significance percentage is 10% or more and less than 20% when the 10% Cap Disclosure Request is made or reaches 10% after a 10% Cap Disclosure Request has been made to Party A, Party A must comply with the provisions set forth in clauses (b) and (c) of Paragraph 10 above within 5 days of Party A being informed of the significance percentage reaching 10% or more), then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. (c) If (A) the Depositor still has a reporting obligation with respect to this Transaction pursuant to Regulation AB and (B) Party A has not, within 30 days after receipt of a 20% Cap Disclosure Request complied with the provisions set forth in clauses (d) and (e) of Paragraph 10 above (provided that if the significance percentage is 20% or more when the 20% Cap Disclosure Request is made or reaches 20% after a 20%Cap Disclosure Request has been made to Party A, Party A must comply with the provisions set forth in clauses (d) and (e) of Paragraph 10 above within 5 days of Party A being informed of the significance percentage reaching 20% or more), then an Additional Termination Event shall have occurred with respect to Party A and all Transactions hereunder Party A shall be the sole Affected TransactionParty with respect to such Additional Termination Event.

Additional Termination Events. Additional Termination Events will apply: (ia) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has occurred and BNY has not, within ten (10) calendar days after such Cap Disclosure Event 30 days, complied with any of the provisions set forth in Part 5 (l) Section 9 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx BNY and BNY shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such an Additional Termination Event. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (Ab) If a S&P First Level Downgrade has occurred and the Trustee is continuing and Bear Xxxxxxx unable to pay its Class I-A, II-A, III-A or IV-A Certificates or fails or admits in writing its inability to take any action described under Part (5)(f)(i)(1)pay its Class I-A, within the time period specified thereinII-A, III-A or IV-A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (c) If (i) the Majority Class CE Certificate holder or the Master Servicer gives notice pursuant to Section 10.02 of the Pooling and Servicing Agreement to BNY or the Trustee of its intent to terminate the Trust Fund under Section 10.01(a) of the Pooling and Servicing Agreement, (ii) a final distribution notice is given to BNY or to the Certificate holders under Section 10.02(i) of the Pooling and Servicing or (iii) any other notice of early termination of the Pooling and Servicing Agreement or a final distribution thereunder is provided to the Trustee, the Certificate holders or BNY, then an Additional Termination Event shall have occurred and all Transactions hereunder Counterparty shall be the sole Affected TransactionParty with respect thereto.

Additional Termination Events. (a) If a Rating Agency Downgrade has occurred and BSFP has not complied with Section 8 above, then an Additional Termination Events will apply:Event shall have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event. (ib) If the Trustee is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (c) If, at any time, the Majority Class CE Certificateholder or the Master Servicer, as applicable, purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred and Counterparty shall be the sole Affected Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, both BSFP and Counterparty shall have the right to designate an Early Termination Date (such Termination Date shall not be later than the date on which the Mortgage Loans are purchased) in respect of this Additional Termination Event. (d) If, upon the occurrence of a Cap Swap Disclosure Event (as defined in Part 5(l)(ii) paragraph 15 below) Bear Xxxxxxx BSFP has not, within ten (10) calendar days 10 Business Days after such Cap Swap Disclosure Event complied with any of the provisions set forth in Part 5 clause (liii) of paragraph 15 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party BSFP and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx BSFP shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.Event

Additional Termination Events. The following Additional Termination Events will apply: (i) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 (l5(i) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such Additional Termination Event. (ii) If, upon the occurrence of a Swap Disclosure Event (as defined in Part 5(j) below) Party A has not, within 10 calendar days after such Swap Disclosure Event complied with any of the provisions set forth in clause (iii) of Part 5(n) below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. (iii) If, at any time, the Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, both Party A and Party B shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that such Early Termination Date shall be on the final Distribution Date. (iv) If, without the prior written consent of Bear Xxxxxxx Party A where such consent is required under the Pooling and Servicing AgreementAgreement (such consent not to be unreasonably withheld), an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx Party A under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party B and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party B shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the apply as specified below: The occurrence of the following shall constitute an Additional Termination Event: If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 paragraph (lj) belowabove, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event. If, at any time, the Terminator purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and all Transactions hereunder Servicing Agreement, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected Transaction. (iiParty with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) of the Master Agreement, both Party A and Party B shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that the Early Termination Date shall not be prior to the Optional Termination Date. If, at any time, the Pooling and Servicing Agreement is amended or modified without the prior written consent of Bear Xxxxxxx Party A (such consent not to be unreasonably withheld), where such consent is required under the terms of the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty and Party B shall be the sole Affected Party. If, upon the occurrence of a Regulation AB Event (as defined in Part 5(o) below) Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade A has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1)not, within 30 days after such Regulation AB Event complied with any of the time period specified thereinprovisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 calendar days of Party A being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Stearns has not, within ten (10) calendar days after such Cap Disclosure Event Evxxx complied with any of the provisions set forth in Part 5 (l5(l) below, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxStearns, Bear Xxxxxxx Stearns shall be the sole Affected Party and all Transactions hereunder Xxxxxxctions hxxxxxxxr shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx Stearns where such consent is required under the Pooling and Servicing Xxxxxxxng Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx Stearns under this Agreement, an Additional Termination Event shall have xxxxx xave occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx Stearns fails to take any action described under Part (5)(f)(i)(15(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxStearns, Bear Xxxxxxx Stearns shall be the sole Affected Afxxxxxx Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) IfThe following shall constitute an Additional Termination Event, upon which Counterparty will have the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then right to declare an Additional Termination Event shall have occurred with in respect to Bear Xxxxxxx, of Bear Xxxxxxx shall and Bear Xxxxxxx will be the sole Affected Party and all Transactions hereunder will be Affected Transactions. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Xxxxxxx to comply with Section 18(a) below; and (b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Xxxxxxx to, within 30 days from such failure, at its own expense, (i) transfer its rights and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Xxxxxxx’ obligations under the Form Master Agreement or (iii) take such other steps as such Rating Agency that has downgraded Bear Xxxxxxx may require to cause Bear Xxxxxxx’ obligations under the Form Master Agreement to be treated by such Rating Agency as if such obligations were owed by a counterparty having the First Trigger Required Ratings. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then The following shall constitute an Additional Termination Event shall Event, upon which Counterparty will have occurred with respect the right to Bear Xxxxxxxdesignate an Additional Termination Event, Bear Xxxxxxx shall will be the sole Affected Party and all Transactions hereunder will be Affected Transactions. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Xxxxxxx to comply with Section 17(a) below; and (b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Xxxxxxx to, within 30 days from such failure, at its own expense, (i) transfer its rights and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master Agreement with a form of guaranty satisfying the Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Xxxxxxx shall provide a copy of such guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iii) take such other steps that satisfies the Rating Agency Condition. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Wachovia has not complied with any of the provisions set forth in Part 5 (l5(h) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Wachovia and Wachovia shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such Additional Termination Event. (ii) If, without the prior written consent at any time, a mandatory redemption, auction call redemption, optional redemption, tax redemption, clean-up call, termination upon liquidation or repurchase in full of Bear Xxxxxxx where such consent is required all mortgage loans or other prepayment in full or repayment in full of all Certificates outstanding occurs under the Pooling and Servicing Agreement, an amendment Agreement (or supplemental agreement any notice is made given to the Pooling that effect and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests such notice is not capable of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1being rescinded), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, both Wachovia and Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; provided further that the Early Termination Date in respect of this Additional Termination Event shall not be prior to the final distribution date for the Certificates. (iii) If, upon the occurrence of a Swap Disclosure Event (as defined in Part 5(n) below) Wachovia has not, within 10 Business Days after such Swap Disclosure Event complied with any of the provisions set forth in clause (iii) of Part 5(n) below, then an Additional Termination Event shall have occurred with respect to Wachovia and all Transactions hereunder Wachovia shall be the sole Affected TransactionParty with respect to such Additional Termination Event.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent (such consent not to be unreasonably withheld) of Bear Xxxxxxx Stearns where such consent is required under the Pooling and Pooxxxx xxd Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx Stearns under this Agreement, an Additional Termination Event Terminatxxx Xxxnt shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If (i) an Applied Realized Loss Amount is applied to reduce the Certificate Principal Balance of any class of Class A Certificates on any Distribution Date and (ii) the Certificate Insurer fails to pay the amount of such Applied Realized Loss Amount on that Distribution Date as required by the Certificate Insurance Policy, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx Stearns fails to take any action described under describxx xxxxr Part (5)(f)(i)(15)(f)(i)(l), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear XxxxxxxStearns, Bear Xxxxxxx Stearns shall be the sole Affected Party with respect xxxx xespect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionTransactions.

Additional Termination Events. The following Additional Termination Events will apply: (i) If, upon the occurrence of If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and BSFP has not complied with any of the provisions set forth in Part 5 (l) Section 16 below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx BSFP and BSFP shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionwith respect to such an Additional Termination Event. (ii) If, without If the prior written consent of Bear Xxxxxxx where such consent Trustee is required under the Pooling and Servicing Agreement, an amendment unable to pay its Class A Certificates or supplemental agreement is made fails or admits in writing its inability to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified thereinpay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (iii) If, at any time, the Majority Class CE Certificateholder or the Servicer and the NIMS Insurer purchases the Mortgage Loans pursuant to Section 9.01 of the Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty and all Transactions hereunder Counterparty shall be the sole Affected TransactionParty with respect to such Additional Termination Event; provided, however, that notwithstanding the provisions of Section 6(b)(iv) of the ISDA Form Master Agreement, either BSFP or Counterparty may designate an Early Termination Date (such date shall not be prior to the final Distribution Date under the Pooling and Servicing Agreement) in respect of this Additional Termination Event. (iv) If, upon the occurrence of a Swap Disclosure Event (as defined in Section 18 below) BSFP has not, within ten (10) Business Days after such Swap Disclosure Event complied with any of the provisions set forth in Section 17 below, then an Additional Termination Event shall have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such Additional Termination Event.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then The following shall constitute an Additional Termination Event shall Event, upon which Counterparty will have occurred with respect the right to Bear Xxxxxxxdesignate an Additional Termination Event, Bear Xxxxxxx shall Stearns will be the sole Affected Party and all Transactions hereunder will be Affected Xxxxxxxtions. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Stearns to comply with Section 18(a) below; and (b) After failing to xxxxxxx the Second Trigger Required Ratings, the failure by Bear Stearns to, within 30 days from such failure, at its own expense, (i) transfer xxx xxxhts and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Stearns’ obligations under the Form Master Agreement with a form of guaranty satxxxxxxx the Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Stearns shall provide a copy of such guaranty to each Rating Agency then rating txx Xxxxtor Trust Certificates or (iii) take such other steps that satisfies the Rating Agency Condition. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then The following shall constitute an Additional Termination Event shall Event, upon which Counterparty will have occurred with respect the right to Bear Xxxxxxxdesignate an Additional Termination Event, Bear Xxxxxxx shall Stearns will be the sole Affected Party and all Transactions hereunder will be Affected Tranxxxxxxxs. For avoidance of doubt, the above remedy shall be Affected Transactionthe sole remedy available to Counterparty upon the occurrence of such Additional Termination Event. (a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Stearns to comply with Section 18(a) below; and (b) After failing to satixxx xxx Second Trigger Required Ratings, the failure by Bear Stearns to, within 30 days from such failure, at its own expense, (i) transfer its xxxxxx and obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for Bear Stearns’ obligations under the Form Master Agreement with a form of guaranty satisfyxxx xxx Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Stearns shall provide a copy of such guaranty to each Rating Agency then rating the Gxxxxxx Trust Certificates or (iii) take such other steps that satisfies the Rating Agency Condition. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made The failure by Counterparty to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, comply with Section 16 below shall constitute an Additional Termination Event shall have occurred with respect to Counterpartyhereunder, upon which Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionTransactions. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the occurrence of a Cap Swap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Swap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. The following Additional Termination Events will apply:, in each case with respect to Party B as the sole Affected Party (unless otherwise provided below): (i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any Each of the provisions set forth in Part 5 (l) below, then following shall constitute an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be Party A as the sole Affected Party: (a) Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex. (b) An S&P Ratings Event has occurred and all Transactions hereunder shall be Affected Transactionis continuing and at least 60 calendar days have elapsed since such S&P Ratings Event first occurred. (c) A Fitch Ratings Event has occurred and is continuing and at least 30 calendar days have elapsed since such Fitch Ratings Event first occurred and such failure has not given rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii). (ii) If, An amendment and/or supplement to the PSA is made without the prior written consent of Bear Xxxxxxx Party A (such consent not to be unreasonably withheld), where such consent is required by such document. (Any payments owed to Party A under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Section 6(e) of this Agreement which amendment or supplemental agreement could reasonably be expected to have as a material adverse effect on the interests result of Bear Xxxxxxx under this Agreement, an such Additional Termination Event shall have occurred with respect be made without regard to Counterpartythe effect of any such amendment, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transactionmodification or supplement.) (iii) The delivery of any irrevocable notice of any termination (Aor the actual termination) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails of the Trust (including pursuant to take any action described under Part (5)(f)(i)(1Article 10.01 of the PSA), within any such notice provided pursuant to the time period specified thereinPSA, then an Additional the "Optional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with Notice". With respect to such Additional Termination Event, (A) notwithstanding anything to the contrary in Section 6(b)(iv) or Section 6(c)(i), the Early Termination Date will be the final Distribution Date specified in the Optional Termination Notice in respect of all Affected Transactions; (B) Section 2(a)(iii)(2) shall not be applicable to any Affected Transaction in connection with the Early Termination Date resulting from this Additional Termination Event; notwithstanding anything to the contrary in Section 6(c)(ii), payments and deliveries under Section 2(a)(i) or Section 2(e) in respect of the Terminated Transactions resulting from this Additional Termination Event will be required to be made through and including the Early Termination Date designated as a result of this Additional Termination Event; provided, for the avoidance of doubt, that any such payments or deliveries that are made on or prior to such Early Termination Date will not be treated as Unpaid Amounts in determining the amount payable in respect of such Early Termination Date; (C) notwithstanding anything to the contrary in Section 6(d)(i), (I) if, no later than 4:00 pm New York City time on the day that is four Business Days prior to the final Distribution Date, the Securities Administrator requests the amount of the Estimated Swap Termination Payment, Party A shall provide to the Securities Administrator in writing (which may be done in electronic format) the amount of the Estimated Swap Termination Payment no later than 2:00 pm New York City time on the following Business Day and (II) if the Securities Administrator provides written notice (which may be done in electronic format) to Party A no later than two Business Days prior to the final Distribution Date that all Transactions hereunder requirements of the Optional Termination have been met, then Party A shall, no later than one Business Day prior to the final Distribution Date, make the calculations contemplated by Section 6(e) (as amended herein) and provide to the Securities Administrator in writing (which may be done in electronic format) the amount payable by either Party B or Party A in respect of the related Early Termination Date in connection with this Additional Termination Event; provided, however, that the amount payable by Party B, if any, in respect of the related Early Termination Date shall be Affected Transactionthe lesser of (x) the amount calculated to be due from Party B pursuant to Section 6(e) and (y) the Estimated Swap Termination Payment; and (D) notwithstanding anything to the contrary in this Agreement, any amount due from Party B to Party A in respect of this Additional Termination Event will be payable one Business Day prior to the final Distribution Date and any amount due from Party A to Party B in respect of this Additional Termination Event will be payable one Business Day prior to the final Distribution Date.

Additional Termination Events. (A) The following shall constitute Additional Termination Events will apply:with respect to Party B (with Party B as the sole Affected Party): (i) Ifirrevocable notice is given that all classes of Notes will be redeemed in accordance with Condition 5 of the Notes. For the purpose of this Additional Termination Event: (1) for the purpose of Section 6(b)(iv), upon (A) both parties will be Affected Parties and all Transactions shall be Affected Transactions and (B) the occurrence Early Termination Date designated in any notice delivered pursuant to Section 6(b)(iv) shall be the fifth Local Business Day prior to the intended date of a Cap Disclosure Event redemption of the Notes; (2) for the purpose of Section 6(e), the Affected Party will be Party B only and all Transactions shall be Affected Transactions; and (3) notwithstanding Section 6(d)(ii), the amount determined pursuant to Section 6(e) will be due and payable on the date of redemption of the Notes; or (ii) on any Interest Payment Date (as defined in Part 5(l)(ii) below) Bear Xxxxxxx has notthe Conditions), within ten (10) calendar days after such Cap Disclosure Event complied with any Party B notifies Party A that it wishes to terminate or reduce the notional amount of a Transaction to the extent of and as a consequence of redemption of the provisions set forth in Part 5 Fixed Rate Mortgages (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx and that Transaction shall be the sole Affected Party Transaction, and all Transactions hereunder if the notional amount is being reduced, then that part of the Transaction shall be treated as an Affected Transaction. (ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction.); or (iii) the Revenue Priority of Payments, Principal Priority of Payments, the Enforcement Priority of Payments or any Relevant Document is amended in a manner materially prejudicial to Party A which will adversely impact the Issuer's ability to make payments under the Affected Transactions, in each case, without Party A's written consent; or (Aiv) If a S&P First Level Downgrade has occurred any of the Relevant Documents become wholly void or unenforceable and such unenforceability is continuing and Bear Xxxxxxx fails materially prejudicial to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.A.

Additional Termination Events. The following Additional Termination Events will apply:, in each case with respect to Party B as the sole Affected Party (unless otherwise provided below): (i) IfEach of the following shall constitute an Additional Termination Event with Party A as sole Affected Party: (a) An S&P Collateralization Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the "Downgrade Provisions" as set forth in Part 5(c)(2) and a Ratings Event has neither occurred nor is continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(a) shall not constitute an Event of Default. (b) A Moody's Collateralization Event has occurred and is continuing, upon and Party A has failed to comply with or perform any obligation to deliver collateral under the occurrence Credit Support Annex and 30 Local Business Days or more have elapsed since the last time that no Moody's Collateralization Event had occurred and was continuing. Any event which constitutes an Additional Termination Event pursuant to this Section 1(h)(i)(b) shall not constitute an Event of Default (unless such event constitutes a failure to post collateral pursuant to the terms of the Credit Support Annex in breach of Part 5(c)(4)). (c) A Ratings Event has occurred and is continuing and Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the "Downgrade Provisions" as set forth in Part 5(c)(4) and, in the case of a Cap Disclosure Moody's Ratings Event, (i) at least one Eligible Replacement has made a Live Bid to be the transferee of a transfer to be made in accordance with the terms hereof and/or (ii) at least one entity that satisfies the Hedge Counterparty Ratings Requirements is able to provide an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement subject to the satisfaction of the S&P Ratings Condition. The failure by Party A to comply with or perform any obligation (other than the obligation to post collateral pursuant to the terms of the Credit Support Annex) to be complied with or performed by Party A in accordance with the "Downgrade Provisions" as set forth in Part 5(c)(4) will constitute an Additional Termination Event and not an Event of Default. (ii) The Pooling and Servicing Agreement (as defined in Part 5(l)(ii) 5 below) Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event complied with any of the provisions set forth in Part 5 (l) below, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) If, is amended or modified without the prior written consent of Bear Xxxxxxx Party A, where such consent is required under by Section 10.01 of the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty shall be the sole Affected Party and all Transactions hereunder shall be Affected TransactionPSA. (iii) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1), within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

Additional Termination Events. Additional Termination Events will apply: (i) If, upon the apply as specified below: The occurrence of the following shall constitute an Additional Termination Event: If a Cap Disclosure Event (as defined in Part 5(l)(ii) below) Bear Xxxxxxx Rating Agency Downgrade has not, within ten (10) calendar days after such Cap Disclosure Event occurred and Party A has not complied with any of the provisions set forth in Part 5 paragraph (lj) belowabove, then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party and all Transactions hereunder shall be Affected Transaction. (ii) with respect to such an Additional Termination Event. If, without at any time, the prior written consent Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of Bear Xxxxxxx where such consent is required under the Pooling and Servicing Agreement, an amendment or supplemental agreement is made to the Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx under this Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty, Counterparty and Party B shall be the sole Affected Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) of the Master Agreement, both Party A and all Transactions hereunder Party B shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that the Early Termination Date shall not be Affected Transaction. prior to the Optional Termination Date. If, upon the occurrence of a Regulation AB Event (iiias defined in Part 5(o) (Abelow) If a S&P First Level Downgrade Party A has occurred and is continuing and Bear Xxxxxxx fails to take any action described under Part (5)(f)(i)(1)not, within 30 days after such Regulation AB Event complied with any of the time period specified thereinprovisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 days of Party A being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected TransactionEvent.