Common use of Downgrade Provisions Clause in Contracts

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement and Cap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Section 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Group 1 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P”, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1i) It shall be a collateralization event (a “Collateralization Event”) if if: (A) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by S&P or (ii) if such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an “A1” by Xxxxx’x Investors ServiceS&P Collateralization Event”), Inc. or (“Moody’s”B) or are rated “A1” with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (iix) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s 's or are rated “Aa3” (iii) such Relevant Entity has no rating by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the 's of its unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below (such event, a “A+” by S&PMoody's Collateralization Event”), or or (DC) with respect to each Relevant Entity, the unsecured, long-term senior debt obligations or financial strength ratings of Party A such Relevant Entity are rated below “A” by Fitch(such event, Inc. (a “FitchFitch Collateralization Event”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, so long as Xxxxx'x Investors Service, Inc. (Xxxxx'x) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s or are rated “Aa3” by 's (such event, a Moody’s and such rating is on watch for possible downgrade 's Collateralization Event), or (B) with respect to below “Aa3” (but only for each Relevant Entity, so long as it Fitch, Inc. (Fitch) is on watch for possible downgrade), (C) or currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A-" or below by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "F-2" or below “A-1” by Fitch (such event, a Fitch Collateralization Event), or (C) with respect to each Relevant Entity, so long as Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by S&P or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&PS&P (such event, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a an S&P Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement and Cap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided and that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided and that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P or Party A (or its Credit Support Provider) is no longer rated by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P”, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided and that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s’s (and such rating is not on watch for possible downgrade to below “A1”), and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided and that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Section 4.9 of the Pooling and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.own CREDIT FIRST SUISSE BOSTON

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Xxxxx'x Investors Service, Inc. (Moody's) and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s 's or are rated “Aa3” (iii) such Relevant Entity has no rating by Moody’s 's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgradeevent, a Moody's Collateralization Event), or (CB) or with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A" by Fitch, Inc. (Fitch) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "F-1" or below “A-1” by Fitch (such event, a Fitch Collateralization Event). (C) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&PS&P (such event, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a an S&P Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least Threshold. “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P”, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P or Party A is no longer rated by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P”, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. If a Ratings Event (1as defined below) It shall occur and be a collateralization event continuing with respect to Party A (“Collateralization Event”) if or its Credit Support Provider), then Party A shall (A) either (i) within 5 Business Days of such Ratings Event, give notice to Party B of the unsecuredoccurrence of such Ratings Event, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade use reasonable efforts to below “Aa3” transfer (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expenseown cost) Party A's rights and obligations hereunder to another party, either (i) post collateral according subject to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each satisfaction of the Rating Agencies Agency Consent (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn below). Unless such a transfer by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time has occurred within 20 Business Days after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and each Transaction hereunder such Eligible Collateral shall continue be provided in accordance with a Credit Support Annex to be attached hereto and made a Swap Agreement for purposes part hereof within 30 Days of Party B's demand therefore. The Eligible Collateral to be posted and the Trust AgreementCredit Support Annex to be executed and delivered shall be subject to the Rating Agency Consent. Within 30 days (orValuation and posting of Eligible Collateral shall be made as of each Payment Date, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or unless Party A is no longer rated by S&Preporting financial information publicly, within 10 business days) from then such valuation and posting must occur weekly. Notwithstanding the date a Ratings Event has occurred addition of the Credit Support Annex and so long as such Ratings Event is continuingthe posting of Eligible Collateral, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory shall continue to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under this Agreement pursuant to this Part 5(b)(2) such Credit Support Annex shall remain in effect only for so long as a result Ratings Event is continuing with respect to Party A. For the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A (or its Credit Support Provider) cease to be at least "AA-" and "A-1" by Standard & Poor's Ratings Service ("S&P") and at least "Aa3" and "P-1" by Xxxxx'x Investors Service, Inc. ("Moody's") and at least "AA-" and "F1" by Fitch, Inc. ("Fitch"), to the extent such obligations are rated by S&P and Moody's and Xxxxx. "Rating Agency Consent" means, with respect to any action taken or to be taken, a rating issued by condition that is satisfied when S&P, Party A shallXxxxx'x and Fitch have confirmed that such action would not result in the downgrade, prior to qualification (if applicable) or withdrawal of the rating then assigned by such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for to the posting applicable class of collateral, which agreement shall satisfy the Rating Agency Condition and require Certificates. The failure by Party A to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute an Additional Termination Event for which Party A shall be the required collateralsole Affected Party.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Sections 4.1 and 4.7 of the Pooling and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies approved in writing by the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2A3" by Moody’s (and such rating is not on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1A2” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , (or its Credit Support Provider) are rated at least “AA+” by Fitch Fitch, Inc. (Fitch) or (ii) the unsecured, short-term debt obligations (if any) of Party A , (or its Credit Support Provider) are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Hedge Agreement for purposes of the Trust Agreement. Within 30 days Priority of Payments (or, in the case of a failure to meet the requirements of subparagraph as defined below). (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies is approved in writing by the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement), (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", within 15 Business Days) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement and Cap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) ” if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”)) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according pursuant to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn including Paragraph 13, added to this Agreement by such Rating Agency an amendment to this Agreement (the “Rating Agency ConditionCredit Support Annex”), post collateral to Party B in an amount sufficient to restore to the levels that existed immediately prior to the Collateralization Event the ratings of any Certificates then rated by the Rating Agencies, (ii) furnish a guarantee of Party A’s obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to "A+" by S&P and "Aa3" by Moody’s, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (cb) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion satisfactory to the Rating Agency as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (a “Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. “Hedge Counterparty Ratings Threshold Threshold” shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P‑2" by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” "BBB+" by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , are rated at least “F1” "F2" by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”COLLATERALIZATION EVENT) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”MOODY'S) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Section 4.01 of the Sale and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex between Party A and Party B, dated as of April 19, 2005, including Paragraph 13, thereof (the "Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided PROVIDED that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after . To the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except extent that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption elects or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion as to post collateral in accordance with (i) the terms enforceability of an the ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“a "Collateralization Event”") if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“"Moody’s”'s") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule , including Paragraph 13, thereof (the "Credit Support Annex"), which shall receive prior written confirmation (ii) furnish a guarantee of Party A's obligations under this Agreement from each of the Rating Agencies (as defined in the Trust Agreement) that their thena guarantor with a long-current ratings of the Offered Certificates will not be downgraded term credit rating greater than or withdrawn equal to "A+" by such Rating Agency (the “Rating Agency Condition”)S&P and "Aa3" by Moody's, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption . To the extent that Party A elects or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion as to post collateral in accordance with (i) the terms enforceability of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Sections 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B2 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A (or its Credit Support Provider) shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least Threshold. “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), , (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), , (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”), or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below "F-1" by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expenseown expense and within thirty (30) calendar days of such Collateralization Event, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex), which shall receive prior written confirmation from each (ii) furnish a guarantee of Party A's obligations under this Agreement that is subject to the satisfaction of the Rating Agencies S&P Ratings Condition from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”herein), or (iiiii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, provided further, that satisfaction of the S&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such assumption or replacement will not lead to a termination event or event substitute counterparty without modification of default occurring under its terms, other than the Agreement or new transactionsfollowing terms: party name, as applicable, and (ii) on or prior dates relevant to the expiration effective date of such periodtransfer, be tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). To the extent that Party A elects or is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall deliver to each Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion acceptable to post collateral in accordance with (i) S&P as to the terms enforceability of an ISDA 1994 New York Law the Credit Support AnnexAnnex and which confirms that, which shall satisfy notwithstanding the Rating Agency Condition commencement of a case under the Bankruptcy Code with respect to Party A, the collateral will (a) be available to meet swap obligations notwithstanding the automatic stay and (b) if delivered pre-bankruptcy, will not be subject to recovery as preferences or (ii) an agreement with Party B providing for the posting of collateralconstructive fraudulent conveyances, which agreement shall satisfy the Rating Agency Condition in each case subject to standard qualifications and require Party A to post the required collateralassumptions.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Mxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Sections 4.1 and 4.7 of the Pooling and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies approved in writing by the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after . To the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except extent that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption elects or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion as to post collateral in accordance with (i) the terms enforceability of an the ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either if: (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Mxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's, or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), , (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's, or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), , (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”), or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below "F-1" by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expenseown expense and within thirty (30) calendar days of such Collateralization Event, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex), which shall receive prior written confirmation from each (ii) furnish a guarantee of Party A's obligations under this Agreement that is subject to the satisfaction of the Rating Agencies S&P Ratings Condition from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”herein), or (iiiii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, provided further, that satisfaction of the S&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such assumption or replacement will not lead to a termination event or event substitute counterparty without modification of default occurring under its terms, other than the Agreement or new transactionsfollowing terms: party name, as applicable, and (ii) on or prior dates relevant to the expiration effective date of such periodtransfer, be tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). To the extent that Party A elects or is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall deliver to each Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion acceptable to post collateral in accordance with (i) S&P as to the terms enforceability of an ISDA 1994 New York Law the Credit Support AnnexAnnex and which confirms that, which shall satisfy notwithstanding the Rating Agency Condition commencement of a case under the Bankruptcy Code with respect to Party A, the collateral will (a) be available to meet swap obligations notwithstanding the automatic stay and (b) if delivered pre-bankruptcy, will not be subject to recovery as preferences or (ii) an agreement with Party B providing for the posting of collateralconstructive fraudulent conveyances, which agreement shall satisfy the Rating Agency Condition in each case subject to standard qualifications and require Party A to post the required collateralassumptions.

Downgrade Provisions. (1) It If a Transfer Event occurs, Party A shall be a collateralization event (“Collateralization Event”) if (A) within 30 days of the occurrence of such Transfer Event either (i) deliver to the unsecured, long-term senior debt obligations Trustee on behalf of and for the benefit of Party A are rated below “A1” B Eligible Credit Support of such types, in such amounts and at such times as required pursuant to, and as defined in, the Credit Support Annex to maintain the then current rating of the Class G-1 Notes by Xxxxx’x Investors Service, Inc. (“S&P and Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or , (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, find a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree replacement Hedge Counterparty that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement Requirement, (as defined hereiniii) obtain a guarantor with such form of guarantee meeting S&P’s and Moody’s then current published criteria (cif so published) assumes with respect to guarantees for the obligations of Party A under this Agreement with (through an assignment x) a long-term senior, unsecured debt rating from S&P and assumption agreement in form Moody’s of at least “A+” or a short- term unsecured debt rating from S&P and substance reasonably satisfactory Moody’s of at least “A-1” and (y) either a long-term senior, unsecured debt rating from Moody’s of at least “Al” or a long-term senior, unsecured debt rating from Moody’s of at least “A2” and a short-term unsecured debt rating from Moody’s, of at least “P-1” or (iv) take such other steps as S&P or Moody’s may require to ensure that the then-current ratings of the Class G-1 Notes by S&P and Moody’s are not reduced or withdrawn. Upon finding a replacement pursuant to clause (ii) above, successful consummation of any guarantee pursuant to clause (iii) above, or the taking of such steps as required pursuant to clause (iv) above, Party A’s obligations to deliver Eligible Credit Support contemplated above shall terminate and Party B shall return to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that A any then-delivered Eligible Credit Support. Party A shall be replaced as counterparty, provided that such substitute counterparty, as pay its own costs due to the occurrence of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicableTransfer Event. (2) It shall be a ratings event (“Ratings Event”) if If at any time after the date hereof a Substitution Event has occurred and is continuing, then Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&Pwill, (Bx) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure Substitution Event referred to meet the requirements of subparagraph in sub-clause (Aa) or (b) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&Pthereof, within 10 business daysBusiness Days following such Substitution Event or (y) from in the date case of a Ratings Substitution Event has occurred referred to in sub-clause (c) of the definition thereof, within 5 Business Days following such Substitution Event, assign its rights and so long as such Ratings Event is continuingobligations under this Agreement, at no cost to Party B, to a party (the “Substitute Party”) selected by Party A shall, at its sole expense, that (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicableRequirement, and (ii) on or prior assumes all of Party A’s obligations under this Agreement pursuant to an agreement satisfactory to Party B provided, however, that such right shall be subject to the expiration assumption by the Substitute Party of such period, be required to post collateral according all of Party A’s obligations thereunder and subject to the terms payment to Party A or by Party A (as applicable) of an ISDA 1994 New York Law Credit Support Annexthe “Substitution Assignment Amount” (as defined herein) or such lesser or greater amount as Party A and such Substitute Party may agree, which in either case shall satisfy be the Rating Agency Condition. Notwithstanding anything contained herein only amount payable by or to the contrary, if Party A is required in connection with such assignment. If Party A fails to transfer assign its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result Substitute Party within 10 Business Days following such Substitution Event (in the case of a rating issued by S&PSubstitution Event referred to in sub-clause (a) or (b) of the definition thereof) or within 5 Business Days following such Substitution Event (in the case of a Substitution Event referred to in sub-clause (c) of the definition thereof above), then (x) Party A shall, prior while it continues in good faith to search for an eligible Substitute Party, deliver Eligible Credit Support as required pursuant to the Credit Support Annex and (y) Party B shall have the right to declare an Additional Termination Event pursuant to Part 1(n)(xi), with Party A as the sole Affected Party and all Transactions as Affected Transactions, and terminate this Agreement with all properly incurred costs of such transfertermination to be paid by Party A. Upon successful consummation of the assignment to a Substitute Party as contemplated in this Part 6(g)(2), Party A’s obligations to deliver Eligible Credit Support as contemplated in Part 6(g)(1) shall terminate and Party B shall return to Party A any then-delivered Eligible Credit Support. The “Substitution Assignment Amount” shall be required to post collateral calculated in accordance with (iSection 6(e) of the terms Agreement as if the date of determination were an ISDA 1994 New York Law Credit Support Annex, Early Termination Date for which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition all Transactions were Affected Transactions and require Party A to post were the required collateralsole Affected Party.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days . (or, in the case of a failure to meet the requirements of subparagraph (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 15 Business Days) of the Ratings Event and the Ratings Event is continuing, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral. Hedge Counterparty Ratings Requirement shall mean (a) either (i) the unsecured, short-term debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A-1” by S&P or (ii) if the substitute counterparty does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A+” by S&P, (b) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A1” by Moody’s (and if rated “A1” by Moody’s, such rating is not on watch for possible downgrade to below “A1”) and the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and if rated “P-1” by Moody’s, such rating is not on watch for possible downgrade and remaining on watch for possible downgrade), or (ii) if such substitute counterparty (or its Credit Support Provider) does not have a short-term debt rating from Moody’s, the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “Aa3” by Moody’s (and if rated “Aa3” by Moody’s, such rating is not on watch for possible downgrade to below “Aa3”), and (c) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “F1” by Fitch. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the substitute counterparty (or against any Person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of the obligations of the substitute counterparty.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, so long as Xxxxx'x Investors Service, Inc. (Xxxxx'x) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s 's (such event, a Moody's Collateralization Event); or (B) Reserved; (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or are rated “Aa3” by Moody’s and derivative product company (any such rating is on watch for possible downgrade to below “Aa3” (but only for entity, a Financial Institution), so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" by S&P or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&PS&P (such event, an S&P Collateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement or (Dc) any rated bank, broker/dealer or insurance company that is the unsecured, long-term senior debt obligations or financial strength ratings parent of Party A are rated below “if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A” by Fitch's obligations under the Credit Support Annex, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date during any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, which shall receive prior written confirmation from each of the Rating Agencies Party A may, at any time, (i) furnish an Eligible Guarantee (as defined in below) of Party A's obligations under this Agreement from a guarantor that satisfies the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency Hedge Counterparty Ratings Requirement (the “Rating Agency Condition”as defined herein), or (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. , provided further, that (2in the case of an S&P Collateralization Event) It satisfaction of the Rating Agency Condition in relation to S&P shall be a ratings event required for any transfer of any Transactions under this Part 5(b)(2)(ii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (“Ratings Event”provided that the representations in Part 2(a) if at are not modified) and any time after other representations regarding the date hereof status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall fail provide written notice to S&P with respect thereto) or (iii) in the case of an S&P Collateralization Event, perform any other action which satisfies the Rating Agency Condition in relation to S&P. Eligible Guarantee means an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and that is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency Condition with respect to each relevant Rating Agency other than Moody's, and either: (A) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under such guarantee will be subject to deduction or withholding for Tax and such opinion has been delivered to Moody's, (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to deduction or withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any tax) will equal the full amount Party B would have received had no such deduction or withholding been required or (C) in the event that any payment under such guarantee is made net of deduction or withholding for Tax, Party A is required, under Section 2(a)(i), to make such additional payment as is necessary to ensure that the net amount actually received by Party B from the guarantor and Party A will equal the full amount Party B would have received had no such deduction or withholding been required. An entity shall satisfy the Hedge Counterparty Ratings Threshold or Party A Requirement if (a) either (i) if the entity is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) a Financial Institution, the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of the entity are rated at least "A-2" by S&P or, if the entity does not have a short-term unsecured and unsubordinated debt rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A the entity are rated at least “BBB-” "BBB+" by S&P, or (Bii) if such entity is not a Financial Institution, a short-term unsecured and unsubordinated debt rating of "A-1" from S&P, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of "A+" from S&P; and (b) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such entity are rated at least “A2” "A3" by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) 's and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such entity are rated at least “P-1” "P-2" by Moody’s 's (if such entity has both a long-term and such short-term rating is not on watch for possible downgrade to below “P-1”from Moody's) or (ii) if Party A such entity does not have a short-term debt rating from Moody’s's, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such entity are rated at least “A1” "A3" by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch's. For the avoidance purpose of all doubtsthis definition, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes no direct or indirect recourse against one or more shareholders of the Trust Agreement. Within 30 days entity (oror against any Person in control of, in the case or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the entity. Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights shall mean each of S&P and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralXxxxx'x.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Sections 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A (or its Credit Support Provider) shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1” by Moody’s, and or (C) either (i) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider), are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A (or its Credit Support Provider), are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P”, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such periodperiod (but in no event earlier than 10 Business Days after the date on which a Ratings Event has occurred), be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class M8 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P”, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F1(+)” by Fitch, Inc. (Fitch) or (ii) if Party A does not have a short-term rating from Fitch, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a the Interest Rate Swap Agreement for purposes of the Trust distribution priorities in Section 4.10 of the Pooling and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex between Party A and Party B, dated as of May 31, 2005, including Paragraph 13, thereof (the "Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B B, approved by the NIMS Insurer if such approval is required under the terms of the Pooling and satisfies Servicing Agreement or other transaction documents (such approval not to be unreasonably withheld) and confirmed in writing by the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3" by Moody’s (and such rating is not on watch for possible downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’sdowngrade), and (C) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a qualify as the Interest Rate Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.10 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business daysPooling and Servicing Agreement. (3) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies is confirmed in writing by the Rating Agency ConditionAgencies, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", as soon as commercially practicable after such failure) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition specified in Part 5(n) below and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), , (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), , (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”), or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below "F-1" by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expenseown expense and within thirty (30) calendar days of such Collateralization Event, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex), which shall receive prior written confirmation from each (ii) furnish a guarantee of Party A's obligations under this Agreement that is subject to the satisfaction of the Rating Agencies S&P Ratings Condition from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”herein), or (iiiii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance sub stance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, provided further, that satisfaction of the S&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such assumption or replacement will not lead to a termination event or event substitute counterparty without modification of default occurring under its terms, other than the Agreement or new transactionsfollowing terms: party name, as applicable, and (ii) on or prior dates relevant to the expiration effective date of such periodtransfer, be tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). To the extent that Party A elects or is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall deliver to each Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion acceptable to post collateral in accordance with (i) S&P as to the terms enforceability of an ISDA 1994 New York Law the Credit Support AnnexAnnex and which confirms that, which shall satisfy notwithstanding the Rating Agency Condition commencement of a case under the Bankruptcy Code with respect to Party A, the collateral will (a) be available to meet swap obligations notwithstanding the automatic stay and (b) if delivered pre-bankruptcy, will not be subject to recovery as preferences or (ii) an agreement with Party B providing for the posting of collateralconstructive fraudulent conveyances, which agreement shall satisfy the Rating Agency Condition in each case subject to standard qualifi cations and require Party A to post the required collateralassumptions.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) “ if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“"Moody’s”'s") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”)) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F-1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according pursuant to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of including Paragraph 13, added to this Agreement by an amendment to this Agreement reasonably acceptable to the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency Trustee (the “Rating Agency ConditionCredit Support Annex”), post collateral to Party B in an amount sufficient to restore to the levels that existed immediately prior to the Collateralization Event the ratings of any Certificates then rated by the Rating Agencies, (ii) furnish a guarantee of Party A's obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to "A+" by S&P and "Aa3" by Moody's, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion satisfactory to the Rating Agencies as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (“a "Ratings Event”") if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. "Hedge Counterparty Ratings Threshold Threshold" shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P‑2" by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” "BBB+" by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1” "F2" by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, so long as Mxxxx'x Investors Service, Inc. (Mxxxx'x) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s 's (such event, a Moody's Collateralization Event); or (B) Reserved; (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or are rated “Aa3” by Moody’s and derivative product company (any such rating is on watch for possible downgrade to below “Aa3” (but only for entity, a Financial Institution), so long as it Standard & Poor's Rating Services, a division of The MxXxxx-Xxxx Companies, Inc. (S&P) is on watch for possible downgrade), (C) or currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated below “A-1” "A-2" by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) S&P or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&PS&P (such event, an S&P Collateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement or (Dc) any rated bank, broker/dealer or insurance company that is the unsecured, long-term senior debt obligations or financial strength ratings parent of Party A are rated below “if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A” by Fitch's obligations under the Credit Support Annex, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date during any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, which shall receive prior written confirmation from each of the Rating Agencies Party A may, at any time, (i) furnish an Eligible Guarantee (as defined in below) of Party A's obligations under this Agreement from a guarantor that satisfies the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency Hedge Counterparty Ratings Requirement (the “Rating Agency Condition”as defined herein), or (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. , provided further, that (2in the case of an S&P Collateralization Event) It satisfaction of the Rating Agency Condition in relation to S&P shall be a ratings event required for any transfer of any Transactions under this Part 5(b)(2)(ii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (“Ratings Event”provided that the representations in Part 2(a) if at are not modified) and any time after other representations regarding the date hereof status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall fail provide written notice to S&P with respect thereto) or (iii) in the case of an S&P Collateralization Event, perform any other action which satisfies the Rating Agency Condition in relation to S&P. Eligible Guarantee means an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and that is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency Condition with respect to each relevant Rating Agency other than Moody's, and either: (A) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under such guarantee will be subject to deduction or withholding for Tax and such opinion has been delivered to Moody's, (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to deduction or withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any tax) will equal the full amount Party B would have received had no such deduction or withholding been required or (C) in the event that any payment under such guarantee is made net of deduction or withholding for Tax, Party A is required, under Section 2(a)(i), to make such additional payment as is necessary to ensure that the net amount actually received by Party B from the guarantor and Party A will equal the full amount Party B would have received had no such deduction or withholding been required. An entity shall satisfy the Hedge Counterparty Ratings Threshold or Party A Requirement if (a) either (i) if the entity is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) a Financial Institution, the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of the entity are rated at least "A-2" by S&P or, if the entity does not have a short-term unsecured and unsubordinated debt rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A the entity are rated at least “BBB-” "BBB+" by S&P, or (Bii) if such entity is not a Financial Institution, a short-term unsecured and unsubordinated debt rating of "A-1" from S&P, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of "A+" from S&P; and (b) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such entity are rated at least “A2” "A3" by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) 's and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such entity are rated at least “P-1” "P-2" by Moody’s 's (if such entity has both a long-term and such short-term rating is not on watch for possible downgrade to below “P-1”from Moody's) or (ii) if Party A such entity does not have a short-term debt rating from Moody’s's, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such entity are rated at least “A1” "A3" by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch's. For the avoidance purpose of all doubtsthis definition, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes no direct or indirect recourse against one or more shareholders of the Trust Agreement. Within 30 days entity (oror against any Person in control of, in the case or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the entity. Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights shall mean each of S&P and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralMxxxx'x.

Downgrade Provisions. (1) It shall be a collateralization event (a “Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, S&P or (D) either (i) the unsecured, longunguaranteed and otherwise unsupported short-term senior debt obligations or financial strength ratings of Party A are rated below “AF-1” by Fitch, Inc. (“Fitch”)) or (ii) if Party A does not have a short-term rating from Fitch, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated “A” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule , including Paragraph 13, thereof (the “Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), (ii) furnish a guarantee of Party A’s obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to “A+” by S&P, “Aa3” by Moody’s and “A” by Fitch or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B B, and satisfies confirmed in writing by the Rating Agency ConditionAgencies (as defined in the PSA), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (a “Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. “Hedge Counterparty Ratings Threshold Threshold” shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “ABBB-” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1F-2” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement and Cap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates, Class M2 Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Cap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided and that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s’s (and such rating is not on watch for possible downgrade to below “A1”), and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Cap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided and that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. If a Ratings Event (1as defined below) It shall be occurs with respect to Party A (or any applicable credit support provider), then Party A shall, subject to the Rating Agency Condition (as hereinafter defined) at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor’s, a collateralization event Division of XxXxxx-Xxxx Companies, Inc. (“Collateralization EventS&P”) if (A) either (i) the unsecured), long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”) (each a “Rating Agency”) has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or are rated “A1” by Moody’s and exceeds, or as to which any applicable credit support provider of such rating is third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on watch for possible downgrade terms substantially similar to below “A1” (but only for so long as it is on watch for possible downgrade) or this Confirmation, (ii) deliver collateral within (30) days of such Ratings Event, in an amount equal to the unsecuredExposure (as defined below), short-term debt obligations pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the form annexed hereto (the “CSA”) and concurrently with such delivery of Eligible Collateral, Barclays shall cause its counsel to deliver an opinion as to the enforceability, perfection and priority of Counterparty’s security interest in such Eligible Collateral if necessary to satisfy the Rating Agency Condition, (iii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance or (iv) establish any other arrangement satisfactory to the applicable Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates. For purposes of this Transaction, a “Ratings Event” shall occur with respect to Party A are rated below “P-1” by Moody’s (or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgradeany applicable credit support provider), (B) no short-term rating is available from Moody’s and the unsecuredif, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-if Party A’s short term unsecured and unsubordinated debt obligations of Party A are ceases to be rated below at least “A-1” by Standard & Poor’s Rating ServicesS&P or, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if in the case where Party A does not have a short-short term rating from assigned by S&P, the unsecured, long-its S&P long term senior unsecured and unsubordinated debt obligations of Party A are ceases to be rated below at least “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), S&P or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch (including in connection with a merger, consolidation or (ii) the unsecured, short-term debt obligations (if any) of other similar transaction by Party A , are rated at least or any applicable credit support provider) such ratings being referred to herein as the “F1Approved Ratings Thresholds.” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral."

Downgrade Provisions. (1) It shall be a collateralization event (“a "Collateralization Event”") if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“"Moody’s”'s") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “at least "A” " by Fitch, Inc. (“"Fitch”)") or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least "F-1" by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according to the terms of an a 1994 ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"Credit Support Annex"), (ii) furnish a guarantee of Party A's obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to "A+" by S&P and "Aa3" by Moody's, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion satisfactory to the Rating Agency as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (“a "Ratings Event”") if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. "Hedge Counterparty Ratings Threshold Threshold" shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P‑2" by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” "BBB+" by Moody’sFitch, and Inc. (C"Fitch") either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1” "F2" by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”"COLLATERALIZATION EVENT") if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”"MOODY'S") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “"A1” " (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “"P-1” " (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “"Aa3” " (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”"FITCH"). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"RATING AGENCY CONDITION"), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided PROVIDED that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) ” if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”)) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Article IV of the Pooling and Servicing Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according pursuant to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of including Paragraph 13, added to this Agreement by an amendment to this Agreement reasonably acceptable to the Rating Agencies (as defined in the Supplemental Interest Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency Trustee (the “Rating Agency ConditionCredit Support Annex”), or post collateral to Party B in an amount sufficient to restore to the levels that existed immediately prior to the Collateralization Event the ratings of any Certificates then rated by the Rating Agencies, (ii) obtain furnish a substitute counterparty that (a) is reasonably acceptable to guarantee of Party B and satisfies the Rating Agency Condition, (b) A’s obligations under this Agreement from a guarantor which satisfies the Hedge Counterparty Ratings Requirement (as defined herein), or (iii) obtain a substitute counterparty that (a) satisfies the Hedge Counterparty Ratings Requirement and (cb) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. (2) It shall be a ratings event (a “Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. “Hedge Counterparty Ratings Threshold Threshold” shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P‑2" by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” "BBB+" by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , are rated at least “F1” "F2" by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred Pooling and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralServicing Agreement.

Downgrade Provisions. (1) It shall be a collateralization event (“a "Collateralization Event”") if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“"Moody’s”'s") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below at least “A” by Fitch, Inc. (“Fitch”)) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “F-1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule , including Paragraph 13, thereof (the "Credit Support Annex"), which shall receive prior written confirmation (ii) furnish a guarantee of Party A's obligations under this Agreement from each of the Rating Agencies (as defined in the Trust Agreement) that their thena guarantor with a long-current ratings of the Offered Certificates will not be downgraded term credit rating greater than or withdrawn equal to "A+" by such Rating Agency (the “Rating Agency Condition”)S&P and "Aa3" by Moody's, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (“a "Ratings Event”") if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. "Hedge Counterparty Ratings Threshold Threshold" shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P‑2" by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” "BBB+" by Moody’sFitch, and Inc. (C"Fitch") either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “"F1” " by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A1Al” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1Al” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (Fitch), or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F-1” by Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shallshall subject to the Rating Agency Condition specified in Part 5(n) below, at its sole expenseown expense and within thirty (30) calendar days of such Collateralization Event, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the “Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), (ii) furnish a guarantee of Party A’s obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to “A+” by S&P, “Aa3” by Moody’s and “A” by Fitch, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1BBB+” by Moody’sFitch, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1F-2” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of . (3) Following a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&Pshall take the following actions: (a) Party A, within 10 business dayssubject to the Rating Agency Condition specified in Part 5(n) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallbelow, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) Requirement, and (CB) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, as soon as commercially practicable after such failure) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition specified in Part 5(n) below and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, so long as Xxxxx'x Investors Service, Inc. (Xxxxx'x) is currently rating the Notes and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s or are rated “Aa3” by 's (such event, a Moody’s and such rating is on watch for possible downgrade 's Collateralization Event), or (B) with respect to below “Aa3” (but only for each Relevant Entity, so long as it Fitch, Inc. (Fitch) is on watch for possible downgrade), (C) or currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A-" or below by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "F2" or below “A-1” by Fitch (such event, a Fitch Collateralization Event), or (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" by S&P or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&P (such event, an S&P Collateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement or (c) in respect of any determination relating to a Collateralization Event or Ratings Event in respect of S&P, any rated bank, broker/dealer or (D) insurance company that is the unsecured, long-term senior debt obligations or financial strength ratings parent of Party A are rated below “if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A” by Fitch's obligations under the Collateral Support Annex, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date during any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, which shall receive prior written confirmation from each of the Rating Agencies Party A may, at any time, (i) furnish an Eligible Guarantee (as defined in below) of Party A's obligations under this Agreement from a guarantor that satisfies the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency Hedge Counterparty Ratings Requirement (the “Rating Agency Condition”as defined herein), or (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under provided further, that (in the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms case of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2S&P Collateralization Event) as a result satisfaction of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this Part 5(b)(2)(iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) or (iiiii) (a) in the case of a Fitch Collateralization Event, perform any other action which satisfies the Fitch Ratings Conditions or (b) in the case of an agreement with Party B providing for the posting of collateralS&P Collateralization Event, perform any other action which agreement shall satisfy satisfies the Rating Agency Condition and require Party A in relation to post the required collateral.S&P.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Xxxxx'x Investors Service, Inc. (Moody's) and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s 's or are rated “Aa3” (iii) such Relevant Entity has no rating by Moody’s 's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such rating is on watch for possible downgrade event, a Moody's Collateralization Event), (B) with respect to below “Aa3” (but only for so long as it is on watch for possible downgrade)each Relevant Entity, (C) or either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A-" by Fitch, Inc. (Fitch) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "F-2" or below “A-1” by Fitch (such event, a Fitch Collateralization Event), or (C) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&PS&P (such event, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a an S&P Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B2 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days . (or, in the case of a failure to meet the requirements of subparagraph (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 15 Business Days) of the Ratings Event and the Ratings Event is continuing, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”), or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below "F-1" by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, subject to the Rating Agency Condition specified in Part 5(n) below and at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex between Party A and Party B, dated as of July 29, 2005, including Paragraph 13, thereof (the "Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies approved by the Rating Agency ConditionNIMS Insurer if such approval is required under the terms of the Pooling and Servicing Agreement or other transaction documents (such approval not to be unreasonably withheld), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3" by Moody’s (and such rating is not on watch for possible downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’sdowngrade), and (C) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a qualify as the Interest Rate Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.10 of the definition of “Hedge Counterparty Pooling and Servicing Agreement. (3) Following a Ratings Threshold” or Event, Party A is no longer rated by S&P, within 10 business daysshall take the following actions: (a) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expenseexpense andsubject to the Rating Agency Condition specified in Part 5(n) below, (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (CB) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", as soon as commercially practicable after such failure) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition specified in Part 5(n) below and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Sections 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A (or its Credit Support Provider) shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least Threshold. “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust payment priorities in Sections 4.1 and 4.7 of the Transfer and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies approved in writing by the Rating Agency ConditionAgencies (as defined in the Transfer and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2A3" by Moody’s (and such rating is not on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1A2” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , (or its Credit Support Provider) are rated at least “AA+” by Fitch Fitch, Inc. (Fitch) or (ii) the unsecured, short-term debt obligations (if any) of Party A , (or its Credit Support Provider) are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Hedge Agreement for purposes of the Trust Agreement. Within 30 days Priority of Payments (or, in the case of a failure to meet the requirements of subparagraph as defined below). (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies is approved in writing by the Rating Agency ConditionAgencies, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", within 15 Business Days) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “AA+” by Fitch, Inc. (“Fitch”, which together with Moody’s and S&P, the Rating Agencies). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Sections 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Class A Certificates, the Class M1 Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class M4 Certificates, the Class M5 Certificates or the Class M6 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2” " by Moody’s (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , (or its Credit Support Provider) are rated at least “AA+” by Fitch Fitch, Inc. (Fitch) or (ii) the unsecured, short-term debt obligations (if any) of Party A , (or its Credit Support Provider) are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Hedge Agreement for purposes of the Trust Agreement. Within 30 days Priority of Payments (or, in the case of a failure to meet the requirements of subparagraph as defined below). (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", within 15 Business Days) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”"COLLATERALIZATION EVENT") if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Mxxxx'x Investors Service, Inc. (“Moody’s”"MOODY'S") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “"A1” " (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “"P-1” " (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “"Aa3” " (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”"FITCH"). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"RATING AGENCY CONDITION"), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided PROVIDED that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Class A4 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days . (or, in the case of a failure to meet the requirements of subparagraph (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 15 Business Days) of the Ratings Event and the Ratings Event is continuing, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Sections 4.1 and 4.7 of the Pooling and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies approved in writing by the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2A3" by Moody’s (and such rating is not on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1A2” by Moody’s's, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , (or its Credit Support Provider) are rated at least “AA+” by Fitch Fitch, Inc. (Fitch) or (ii) the unsecured, short-term debt obligations (if any) of Party A , (or its Credit Support Provider) are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Hedge Agreement for purposes of the Trust Agreement. Within 30 days Priority of Payments (or, in the case of a failure to meet the requirements of subparagraph as defined below). (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies is approved in writing by the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement), (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days of the Ratings Event (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", as soon as commercially practicable after such failure), then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall satisfy the Rating Agency Condition). Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall satisfy the Rating Agency Condition ) or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. If a Ratings Event (1as defined below) It shall be occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (30) days of such Ratings Event, subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor’s, a collateralization event Division of XxXxxx-Xxxx Companies, Inc. (“Collateralization EventS&P”) if (A) either (i) the unsecured), long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”) (each a “Rating Agency”) has reconfirmed the rating of the Certificates and any notes issued pursuant to the Indenture (the “Notes”), which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party that meets or are rated “A1” by Moody’s and exceeds, or as to which any applicable credit support provider of such rating is third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on watch for possible downgrade terms substantially similar to below “A1” (but only for so long as it is on watch for possible downgrade) or this Confirmation, (ii) deliver collateral pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the unsecuredform annexed hereto (the “CSA”), (iii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and the Notes. For purposes of this Transaction, a “Ratings Event” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt obligations of Party A are ceases to be rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below at least “A-1” by Standard & Poor’s Rating ServicesS&P (or, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A A, or any applicable credit support provider, does not have a short-term rating from S&Prating, the unsecured, then its long-term senior unsecured and unsubordinated debt obligations of Party A are ceases to be rated below at least “A+” by S&P, or (D) the unsecured, and its long-term senior unsecured and unsubordinated debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue ceases to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, its long-term senior unsecured and unsubordinated debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are ceases to be rated at least “A” by Fitch (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the “Approved Ratings Thresholds.” If Party A’s (iior any applicable credit support provider) the unsecured, shortlong-term unsecured and unsubordinated debt obligations (if any) of Party A , are ceases to be rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings ThresholdBBB-” or Party A A’s (or any applicable credit support provider) short-term unsecured and unsubordinated debt ceases to be rated at least “A-3” or is no longer rated withdrawn by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, then Party A shall, at its sole expense, within (i10) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date days of such assumption downgrade or replacementwithdrawal, will not, as a result thereof, be required subject to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition (as hereinafter defined) and at its own expense (i) assign this Transaction hereunder to a third party that meets or (ii) an agreement with Party B providing for exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A Approved Ratings Thresholds on terms substantially similar to post the required collateral.this

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) Event if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s's”) or are rated “A1” by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1P‑1” by Moody’s 's or are rated “P-1P‑1” by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s 's or are rated “Aa3” by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1A‑1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”), and together with Moody’s and S&P, the “Rating Agencies”) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F-1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according pursuant to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive including Paragraph 13, added to this Agreement by an amendment to this Agreement (the “Credit Support Annex”), post collateral to Party B in an amount sufficient to restore to the levels that existed immediately prior written confirmation from each to the Collateralization Event the ratings of any Certificates then rated by the Rating Agencies Agencies, (ii) furnish a guarantee of Party A's obligations under this Agreement from a guarantor which satisfies the Hedge Counterparty Ratings Requirement (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”herein), or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (cb) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion satisfactory to the Rating Agency as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (a “Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. “Hedge Counterparty Ratings Threshold Threshold” shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3” by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1P‑2” by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “ABBB+” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , are rated at least “F1F2” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“a "Collateralization Event”") if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“"Moody’s”'s") or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“"S&P”") or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule , including Paragraph 13, thereof (the "Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”"), (ii) furnish a guarantee of Party A's obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to "A+" by S&P and "Aa3" by Moody's or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B B, and satisfies confirmed in writing by the Rating Agency ConditionAgencies (as defined in the PSA), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption . To the extent that Party A elects or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion as to post collateral in accordance with (i) the terms enforceability of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B3 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days . (or, in the case of a failure to meet the requirements of subparagraph (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 15 Business Days) of the Ratings Event and the Ratings Event is continuing, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) with respect to each Relevant Entity, so long as Mxxxx'x Investors Service, Inc. (Mxxxx'x) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A3" or below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) 's or (iiy) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "P-2" or below “P-1” by Moody’s 's, or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated "A2" or below “Aa3” by Moody’s or are rated “Aa3” by 's (such event, a Moody’s and such rating is on watch for possible downgrade 's Collateralization Event), or (B) with respect to below “Aa3” (but only for each Relevant Entity, so long as it Standard & Poor's Rating Services, a division of The MxXxxx-Xxxx Companies, Inc. (S&P) is on watch for possible downgrade), (C) or currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A such Relevant Entity are rated "A-2" or below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) S&P or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below “A+” by S&PS&P (such event, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a an S&P Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”, which together with Moody’s and S&P, the Rating Agencies). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Sections 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2” " by Moody’s (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , (or its Credit Support Provider) are rated at least “A” by Fitch Fitch, Inc. (Fitch) or (ii) the unsecured, short-term debt obligations (if any) of Party A , (or its Credit Support Provider) are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Hedge Agreement for purposes of the Trust Agreement. Within 30 days Priority of Payments (or, in the case of a failure to meet the requirements of subparagraph as defined below). (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", within 15 Business Days) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Sections 5.07 and 8.01 of the Indenture. Within 30 days from the date following a Collateralization Event has occurred and so long as such Collateralization Event which is continuingoccurring, Party A shall, at its sole own expense, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex between Party A and Party B, dated as of May 26, 2005, including Paragraph 13, thereof (the “Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies confirmed in writing by the Rating Agency ConditionAgencies (as defined in the Indenture), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, and (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1P-2” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitchdowngrade). For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Sections 5.07 and 8.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business daysIndenture. (3) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) use commercially reasonable efforts to actively seek to obtain a substitute counterparty that (A) satisfies is confirmed in writing by the Rating Agency ConditionAgencies, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, as soon as commercially practicable after such failure) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such periodperiod at its sole expense, be required to post collateral according to the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law the Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition specified in Part 5(n) below and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”, which together with Moody’s and S&P, the Rating Agencies). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the distribution priorities in Sections 5.02 of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.the

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) ” if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” "P‑1" by Moody’s 's or are rated “P-1” "P‑1" by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” "A‑1" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”)) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according pursuant to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn including Paragraph 13, added to this Agreement by such Rating Agency an amendment to this Agreement (the “Rating Agency ConditionCredit Support Annex”), or post collateral to Party B in an amount sufficient to restore to the levels that existed immediately prior to the Collateralization Event the ratings of any Certificates then rated by the Rating Agencies, (ii) obtain furnish a substitute counterparty that (a) is reasonably acceptable to guarantee of Party B and satisfies the Rating Agency Condition, (b) A’s obligations under this Agreement from a guarantor which satisfies the Hedge Counterparty Ratings Requirement (as defined herein), or (iii) obtain a substitute counterparty that (a) satisfies the Hedge Counterparty Ratings Requirement and (cb) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion satisfactory to the Rating Agency as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (a “Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. “Hedge Counterparty Ratings Threshold Threshold” shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P‑2" by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” "BBB+" by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , are rated at least “F1” "F2" by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class B Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days . (or, in the case of a failure to meet the requirements of subparagraph (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 15 Business Days) of the Ratings Event and the Ratings Event is continuing, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement and Cap Agreement (as applicable) for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates and the Class M9 Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A (or its Credit Support Provider) , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days . (or, in the case of a failure to meet the requirements of subparagraph (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold”, within 15 Business Days) of the Ratings Event and the Ratings Event is continuing, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition Annex or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) either (i) the unsecuredwith respect to each Relevant Entity, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated “A-2” or below by S&P or (ii) if Party A such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated “A” or below by S&P (such event, an “A+” S&P Collateralization Event”), or (B) with respect to each Relevant Entity, so long as Xxxxx’x Investors Service, Inc. (“Xxxxx’x”) is currently rating the Notes and either (i) such Relevant Entity has both a long-term and short-term rating by S&P, or Moody’s and (Dx) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A such Relevant Entity are rated “A3” or below by Moody’s or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated “AP-2” or below by Moody’s, or (ii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A2” or below by Moody’s (such event, a “Moody’s Collateralization Event”), or (C) with respect to each Relevant Entity, so long as Fitch, Inc. (“Fitch”). For ) is currently rating the avoidance of doubt, the parties hereby acknowledge Notes and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated at least “BBB-A” or below by S&P, Fitch or (B) either (iii) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (unguaranteed and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” or below by Fitch. For the avoidance of all doubtsFitch (such event, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings “Fitch Collateralization Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral”).

Downgrade Provisions. If a Ratings Event (1as defined below) It shall be occurs with respect to Party A (or any applicable credit support provider), then Party A shall, subject to the Rating Agency Condition (as hereinafter defined) at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor’s, a collateralization event Division of XxXxxx-Xxxx Companies, Inc. (“Collateralization EventS&P”) if (A) either (i) the unsecured), long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”) (each a “Rating Agency”) has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or are exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, (ii) deliver collateral within (30) days of such Ratings Event, in an amount equal to the Exposure (as defined below), pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the form annexed hereto (the “CSA”), (iii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance or (iv) establish any other arrangement satisfactory to the applicable Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates. For purposes of this Transaction, a “Ratings Event” shall occur with respect to Party A (or any applicable credit support provider), if, (i) if Party A’s short term unsecured and unsubordinated debt ceases to be rated at least “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) S&P or, in the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if case where Party A does not have a short-short term rating from assigned by S&P, the unsecured, long-its S&P long term senior unsecured and unsubordinated debt obligations of Party A are ceases to be rated below at least “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), S&P or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch (including in connection with a merger, consolidation or (ii) the unsecured, short-term debt obligations (if any) of other similar transaction by Party A , are rated at least or any applicable credit support provider) such ratings being referred to herein as the “F1Approved Ratings Thresholds.” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral."

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A1” " by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “"A1” " by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"P-1” " by Moody’s 's or are rated “"P-1” " by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"Aa3” " by Moody’s 's or are rated “"Aa3” " by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust distribution priorities in Sections 4.1 and 4.7 of the Transfer and Servicing Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expense, shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies approved in writing by the Rating Agency ConditionAgencies (as defined in the Transfer and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “"BBB-” " by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2” "A3" by Moody’s (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1” "P-2" by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” "A+" by Moody’sFitch, and Inc. (CFitch) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “"F1” " by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Hedge Agreement for purposes of the Trust Agreement. Within 30 days Priority of Payments (or, in the case of a failure to meet the requirements of subparagraph as defined below). (A3) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date Following a Ratings Event has occurred and so long as such Ratings Event is continuingEvent, Party A shallshall take the following actions: (a) Party A, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) satisfies is approved in writing by the Rating Agency ConditionAgencies (as defined in the Transfer and Servicing Agreement), (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If Party A has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", within 15 Business Days) of the Ratings Event, then Party A shall continue to seek a substitute counterparty and, on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall satisfy the Rating Agency Condition). Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(25(b)(3) as a result of a rating issued by S&P, Party A shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Paragraph 13 of this Agreement (the Credit Support Annex, which shall satisfy the Rating Agency Condition ) or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1i) It shall be a collateralization event (a “Collateralization Event”) if if: (A) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated “A-2” or below by S&P or (ii) if such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated “A” or below by S&P (such event, an “A1” by Xxxxx’x Investors ServiceS&P Collateralization Event”), Inc. or (“Moody’s”B) or are rated “A1” with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (iix) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A3” or below by Moody’s or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” by Moody’s or such Relevant Entity are rated “P-1P-2” or below by Moody’s and such rating is on watch for possible downgrade to below “P-1” ’s, or (but only for so long as it is on watch for possible downgrade), (Bii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A such Relevant Entity are rated “A2” or below “Aa3” by Moody’s or are rated “Aa3” (iii) such Relevant Entity has no rating by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the of its unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below (such event, a “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Moody’s Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateral.

Downgrade Provisions. (1) It shall be a collateralization event (“Collateralization Event”) if if: (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A3" or below “A1” by Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”'s) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "P-2" or below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), 's, (B) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A2" or below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), 's, (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “"A-1” " by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “"A+” " by S&P, or or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “"A” " by Fitch, Inc. (“Fitch”), or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below "F-1" by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date During any period in which a Collateralization Event has occurred and so long as such Collateralization Event is continuingoccurring, Party A shall, at its sole expenseown expense and within thirty (30) calendar days of such Collateralization Event, either (i) post collateral according to the terms of an the 1994 ISDA 1994 New York Law Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex), which shall receive prior written confirmation from each (ii) furnish a guarantee of Party A's obligations under this Agreement that is subject to the satisfaction of the Rating Agencies S&P Ratings Condition from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”herein), or (iiiii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. (2) It shall be a ratings event (“Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations in respect of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of Party A are rated at least “A2” by Moody’s (and such rating is not on watch for possible downgrade to below “A2”) and the unsecured, short-term debt obligations of Party A are rated at least “P-1” by Moody’s (and such rating is not on watch for possible downgrade to below “P-1”) or (ii) if Party A does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations (if any) of Party A , are rated at least “F1” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, provided further, that satisfaction of the S&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such assumption or replacement will not lead to a termination event or event substitute counterparty without modification of default occurring under its terms, other than the Agreement or new transactionsfollowing terms: party name, as applicable, and (ii) on or prior dates relevant to the expiration effective date of such periodtransfer, be tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). To the extent that Party A elects or is required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P5(b)(1), Party A shall, prior shall deliver to each Rating Agency within thirty (30) calendar days of the occurrence of such transfer, be required Collateralization Event an opinion acceptable to post collateral in accordance with (i) S&P as to the terms enforceability of an ISDA 1994 New York Law the Credit Support AnnexAnnex and which confirms that, which shall satisfy notwithstanding the Rating Agency Condition commencement of a case under the Bankruptcy Code with respect to Party A, the collateral will (a) be available to meet swap obligations notwithstanding the automatic stay and (b) if delivered pre-bankruptcy, will not be subject to recovery as preferences or (ii) an agreement with Party B providing for the posting of collateralconstructive fraudulent conveyances, which agreement shall satisfy the Rating Agency Condition in each case subject to standard qualifications and require Party A to post the required collateralassumptions.

Downgrade Provisions. (1) It shall be a collateralization event (a “Collateralization Event”) if (A) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Mxxxx'x Investors Service, Inc. (“Moody’s's”) or are rated “A1” by Moody’s 's and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or and (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “P-1” by Moody’s 's or are rated “P-1” by Moody’s 's and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s 's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s 's or are rated “Aa3” by Moody’s 's and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s 's Rating Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated below “A+” by S&P, S&P or (D) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”), and together with Moody’s and S&P, the “Rating Agencies”) or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated below “F-1” by Fitch. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreementdistribution priorities in Article IV of the PSA. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole own expense, and subject to satisfaction of the Rating Agency Condition either (i) post collateral according pursuant to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn including Paragraph 13, added to this Agreement by such Rating Agency an amendment to this Agreement (the “Rating Agency ConditionCredit Support Annex”), post collateral to Party B in an amount sufficient to restore to the levels that existed immediately prior to the Collateralization Event the ratings of any Certificates then rated by the Rating Agencies, (ii) furnish a guarantee of Party A's obligations under this Agreement from a guarantor with a long-term credit rating greater than or equal to “A+” by S&P and “Aa3” by Moody's, or (iiiii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency ConditionB, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will must not lead to a termination event or event of default occurring under in respect of the Agreement or new transactions, as applicable. To the extent that Party A elects or is required to post collateral pursuant to this Part 5(b)(1), Party A shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion satisfactory to the Rating Agency as to the enforceability of the Credit Support Annex. (2) It shall be a ratings event (a “Ratings Event”) if at any time after the date hereof Party A shall fail to satisfy the Hedge Counterparty Ratings Threshold or Party A is no longer rated by S&P. Threshold. “Hedge Counterparty Ratings Threshold Threshold” shall mean (A) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “BBB-” by S&P, (B) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A2A3” by Moody’s 's (and such rating is not on watch for possible downgrade to below “A2”downgrade) and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated at least “P-1P-2” by Moody’s 's (and such rating is not on watch for possible downgrade to below “P-1”downgrade), and (C) or either (iii) if Party A does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated at least “A1” by Moody’s, and (C) either (i) the unsecured, senior debt obligations or financial strength ratings of Party A , are rated at least “ABBB+” by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations (if any) of Party A , B are rated at least “F1F2” by Fitch. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to be qualify as a Swap Agreement for purposes of the Trust Agreement. Within 30 days (or, distribution priorities in the case of a failure to meet the requirements of subparagraph (A) Section 4.01 of the definition of “Hedge Counterparty Ratings Threshold” or Party A is no longer rated by S&P, within 10 business days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain a substitute counterparty that (A) satisfies the Rating Agency Condition, (B) satisfies the Hedge Counterparty Ratings Requirement (as defined below) and (C) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) on or prior to the expiration of such period, be required to post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition. Notwithstanding anything contained herein to the contrary, if Party A is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(2) as a result of a rating issued by S&P, Party A shall, prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex, which shall satisfy the Rating Agency Condition or (ii) an agreement with Party B providing for the posting of collateral, which agreement shall satisfy the Rating Agency Condition and require Party A to post the required collateralPSA.