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defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the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.

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.

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.

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.

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.

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.

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.

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 within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (iB) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the unsecuredRating Agency Consent (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, 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 such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 30 Days of Party B's demand therefore. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Consent. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A is no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to 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 such Credit Support Annex shall remain in effect only for so long as a 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 debt obligations unsecured deposit ratings of Party A are rated below “A1” (or its Credit Support Provider) cease to be at least "AA-" and "A-1" by Xxxxx’x Standard & Poor's Ratings Service ("S&P") and at least "Aa3" and "P-1" by 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, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s at least "AA-" 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” "F1" by Fitch, Inc. (“"Fitch”"), to the extent such obligations are rated by S&P and Moody's and Xxxxx. For the avoidance of doubt"Rating Agency Consent" means, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue with respect to any action taken or to be as taken, a Swap Agreement for purposes condition that is satisfied when S&P, Xxxxx'x and Fitch have confirmed that such action would not result in the downgrade, qualification (if applicable) or withdrawal 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 rating then assigned by such Rating Agency (to 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 applicable class of Certificates. The failure by Party A under this Agreement (through to post Eligible Collateral in accordance herewith or to transfer its rights and obligations hereunder shall constitute 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 Additional Termination Event for which 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 applicablesole Affected Party.

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.

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.

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.

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. 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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, S&P or (Dii) the unsecured, long-term senior debt obligations at least “A2” by Moody’s or financial strength ratings of Party A are rated below at least “A” by FitchFitch (including in connection with a merger, 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, consolidation or other similar transaction by Party A shall, at its sole expense, either (ior any applicable credit support provider) post collateral according such ratings being referred 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 (herein 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 Approved 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 applicableThresholds.” "

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.

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.

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.

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, S&P or (Dii) the unsecured, long-term senior debt obligations at least “A2” by Moody’s or financial strength ratings of Party A are rated below at least “A” by FitchFitch (including in connection with a merger, 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, consolidation or other similar transaction by Party A shall, at its sole expense, either (ior any applicable credit support provider) post collateral according such ratings being referred 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 (herein 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 Approved 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 applicableThresholds.” "

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.