Common use of Rating Agency Downgrade Clause in Contracts

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. In the event that DBAG’s long-term unsecured and any note insured unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s (x) any of the Rating Agencies downgrades Party A's rating below the Required Counterparty Rating (but Party A has (i) a rating of at least "BBB-" or "A-3", if applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Party A has only a long-term unsecured and unsubordinated debt rating, a rating is withdrawn of at least "A2" by Moody's, or reduced below “AA-” by S&P or its (y) if Party A has a long-term unsecured rating and unsubordinated debt a short-term rating, a rating is withdrawn of at least "A3" or reduced below “Aa3” "P2", if applicable, by Moody’s (and together with S&P and Fitch's) or, the “Swap Rating Agencies”S&P, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Party A, then within 30 days after such rating withdrawal or downgrade, BSFP Party A shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Required Counterparty Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Counterparty Rating Thresholds, to honor, BSFP’s honor Party A's obligations under this Agreement, (iii) collateralize its exposure to the Trust pursuant to an ISDA Credit Support Annex substantially in the form attached hereto as Exhibit A; provided that such other person is approved by the NIMS Insurers, such approval not ISDA Credit Support Annex shall be made a credit support document for Party A pursuant to be unreasonably withheld, (iii) post collateral satisfactory an amendment to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement, or (iv) establish any take other arrangement satisfactory steps, if any, to enable the Trust to satisfy the Rating Agency Condition. Notwithstanding the foregoing, in the event that Party A's long term rating or short term rating is withdrawn by S&P, it shall, subject to the Swap Rating Agencies and Agency Condition, cause another entity to replace Party A as party to this Agreement that meets or exceeds the NIMS Insurers, which will be sufficient Required Counterparty Rating on terms substantially similar to restore the immediately prior this Agreement within 30 days from such ratings of the Certificates and any note insured by the NIMS Insurerswithdrawal. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap each Rating Agencies Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-then current rating of the Certificates.. Notwithstanding the foregoing, within 10 days from the occurrence of any of the following conditions, Party A must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Party B, which acceptance shall not be unreasonably withheld, to whom all of Party A's interests and obligations under this Agreement shall be assigned at no cost to Party B, and following which Party A shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFPParty A’s long-term unsecured and unsubordinated debt rating is reduced below “A+” by S&P or Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A1” by S&P Moody’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or in the event that Party A does not have a short-term rating from Moody’s, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of Home Equity Loan Asset-Backed Notes, Series 2006-3 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates Notes. Party A’s failure to do any of the foregoing shall, at Party B’s option, constitute an Additional Termination Event with Party A as the Affected Party. In the event that Party A’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, Party A shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersParty A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesNotes.

Rating Agency Downgrade. In the event that BSFP(i) IXIS’s longor IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "Aa3" by Moody’s, (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE9, Asset-Back Certificates, Series 2005-HE9 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE9 NIM Trust 2005-HE9, Asset-Backed Notes, Series 2005-HE9 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPIXIS’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not . IXIS’s failure to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with IXIS as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFP(i) DBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or (ii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A2” by Moody’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn If a Ratings Event (as defined below) occurs with respect to Party A (or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”any applicable credit support provider), then within 30 days after such rating withdrawal or downgrade, BSFP Party A shall, within (30) days of such Ratings Event subject to the Rating Agency Condition, Condition (as hereinafter defined) and at its own expenseexpense (unless, either within 30 days of such Ratings Event, each of S&P and Moody’s has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) cause another entity assign this Transaction hereunder to replace BSFP as a third party to this Agreement that meets or exceeds exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Rating Ratings Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheldas defined below) on terms substantially similar to this AgreementConfirmation, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided Transaction from a third party that such other person is approved by meets or exceeds the NIMS InsurersApproved Ratings Threshold, such approval not to be unreasonably withheldin form and substance, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurerscollateral, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurersarrangement, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates. For purposes of this provisionTransaction, a “Rating Agency ConditionRatings Event” means, shall occur with respect to Party A (or any particular proposed act applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least “A-1” by S&P or omission its short-term unsecured and unsubordinated debt ceases to act hereunder that be rated at least “P-1” by Moody’s or its long-term unsecured and unsubordinated debt ceases to be rated at least “A1” by Moody’s (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the party acting “Approved Ratings Thresholds.” If a Further Ratings Event (as defined below) occurs with respect to Party A (or failing any applicable credit support provider), then Party A shall, within (10) days of such Further Ratings Event subject to act must consult with any the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 10 days of such Ratings Event, S&P has reconfirmed the Swap Rating Agencies then providing a rating of the Certificates which was in effect immediately prior to such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Thresholds. For purposes of this Transaction, a “Further Ratings Event” shall occur with respect to Party A (or any applicable credit support provider), if its long-term unsecured and receive from the Swap Rating Agencies unsubordinated debt ceases to be rated at least “BBB-” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least “P-1” on watch for downgrade by Moody’s or its long-term unsecured and unsubordinated debt ceases to be rated at least “A2” on watch for downgrade by Moody’s (including in connection with a prior written confirmation that the proposed action merger, consolidation or inaction would not cause a downgrade other similar transaction by Party A or withdrawal of the then-current rating of the Certificates.any applicable credit support provider). "

Rating Agency Downgrade. In the event that BSFP(i) DBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or (ii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A2” by Moody’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds” and such a downgrade, a “First Level Downgrade”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided . BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such other person is approved by a downgrade, a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS Insurers which will be sufficient Approved Rating Thresholds on terms substantially similar to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this Agreement, the Swap occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAgency Downgrade”. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and any Notes.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. In the event that DBAG’s long-term unsecured and any note insured unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P Standard and Poor’s Rating Services, Inc. a division of the McGraw Hill Companies Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Mxxxx’x Investors Service, Inc. (“Moody’s ’s”) (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the then-current rating of the New Century Home Equity Loan Trust, Series 2005-D Asset Backed Pass-Through Certificates (the “Certificates”)), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post deliver collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and Agencies; provided, however, that if such downgrade or withdrawal results in a long-term unsecured debt rating of less than “BBB-” or no rating by S&P, BSFP shall, at its own expense, not later than 10 Bu siness Days after the NIMS Insurersoccurrence of such a downgrade or withdrawal, which will be sufficient find a replacement entity or obtain a guaranty pursuant to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers(i) or (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFPthe short-term unsecured and unsubordinated debt rating of Party A’s longCredit Support Provider is withdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "P-1" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Mxxxx’x (and together with S&P and FitchS&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFP’s long(1) Party A's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” "A+" by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below "P1" by Moody’s 's (or, if its xxxxx-term rating is not available by Moody's, its long-txxx xxsecured and unsubordinated debt rating is withdrawn or reduced below "A1" by Moody's) (and together with S&P and Fitchtogetxxx xxth S&P, the “Swap "Cap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each Cap Rating Agency has reconfirmed its rating for Party A which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s honor Party A's obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, Party B; (iiic) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to the applicable Cap Rating Agency to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A's ratings; or (d) establish any other arrangement satisfactory to Party B and each Cap Rating Agency, in each case, sufficient to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A's ratings. Notwithstanding the previous paragraph, in the event that Party A's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-3" by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Certificates which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B on terms substantially similar to this Confirmation and obtain a confirmation from S&P that such action is sufficient to maintain or restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s 's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"AA-” " by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"Aa3” " by Moody’s 's (and together with S&P and Fitch, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “the NIMS Insurer” and collectively, the “NIMS Insurers”) Insurers (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s 's obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. In the event that BSFP's long-term unsecured and unsubordinated debt rating is reduced below "BBB-" or withdrawn by S&P then, within 10 Business Days after such rating downgrade or withdrawal, BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds, to honor BSFP's obligations under this Agreement. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP(i) IXIS’s longor IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A1” by Moody’s or such party’s short- term rating is reduced below “P-1” by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is reduced below "Aa3" by Moody’s, (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such downgrade), IXIS shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Rating Thresholds, to honor, BSFPhonor IXIS’s obligations under this Agreement; provided . In the event that IXIS is unable to comply with (i) and (ii) of this Section (k) within 30 days after such other person is approved by downgrade, IXIS shall post collateral, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition, until it can comply with (i) and (ii) above. In the NIMS Insurers which will be sufficient event that IXIS’s or IXIS Corporate & Investment Bank’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or withdrawn by S&P then, within 10 days after such rating downgrade or withdrawal, IXIS shall, subject to restore the immediately prior ratings Rating Agency Condition and at its own expense, either (i) seek another entity to replace IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds, to honor IXIS’s obligations under this Agreement. IXIS’s failure to do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with IXIS as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P Fitch and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-AQ1, Asset-Back Certificates, Series 2005-AQ1 (the “Certificates”) and CMO Holdings II Ltd., Series BSABS AQ1 NIM Trust 2005-1 Notes (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not .BSFP’s failure to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with BSFP as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC2, Asset-Back Certificates, Series 2005-TC2 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC2 NIM Trust 2005-TC2 Asset-Backed Notes, Series 2005-TC2 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not . BSFP’s failure to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with BSFP as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFP’s 's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"AA-” " by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"Aa3” " by Moody’s Mxxxx'x (and together with S&P and FitchS&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s 's obligations under this Agreement; provided . BSFP's failure to do any of the foregoing shall, at the Counterparty's option, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P, then within 10 Business Days after such other person is approved by rating withdrawal or downgrade, BSFP shall, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS Insurers which will be sufficient Approved Rating Thresholds on terms substantially similar to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersBSFP's obligations under this Agreement. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP(1) Party A’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A+” by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below “F-1” by Fitch (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A” by Fitch) or (3) its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s (or, if its short-term rating is not available by Moody's, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A1” by Moody's) (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each Swap Rating Agency has reconfirmed its rating for Party A which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPhonor Party A’s obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, Party B; (iiic) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to the applicable Swap Rating Agency to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A’s ratings; or (d) establish any other arrangement satisfactory to Party B and each Swap Rating Agency, in each case, sufficient to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A’s ratings. Notwithstanding the previous paragraph, in the event that Party A’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Certificates which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B on terms substantially similar to this Confirmation and obtain a confirmation from S&P that such action is sufficient to maintain or restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP(i) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A+” by S&P or its Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A1” by Moody’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Party A does not have a short-term rating from Moody’s, if Party A’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, ” and such rating thresholds, “Approved Rating Thresholds” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Citigroup Mortgage Loan Trust 2006-NC1, Asset-Backed Pass-Through Certificates, Series 2006-NC1 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory equal to each the amount required pursuant to the then-current published criteria of the applicable Swap Rating Agency and (or, if there is no such criteria, an amount equal to Party B’s “Exposure” (as such term is defined in the NIMS Insurers which will be sufficient to restore the immediately prior ratings CSA) of the Certificates Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the “Credit Support Annex”) the terms of which are hereby incorporated by reference herein. In the event that Party A’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within 10 Business Days after such rating withdrawal or downgrade, Party A shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersParty A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates or Notes. For purposes of this Agreement, the Certificates.occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”). The failure by Party A to comply with any of its obligations in this Part 5(h) shall not result in an Event of Default but shall instead be subject to the provisions of Part (g)(i) above. At any time that Party A assigns this Agreement to a replacement counterparty as provided above, Party A shall no longer have any obligation to post collateral as provided above and Party B shall promptly return any then-posted collateral to Party A. At any time after the occurrence of a Rating Agency Downgrade, if the ratings of Party A’s guarantor (or, if Party A has no guarantor, of Party A) are upgraded so as to meet the Approved Rating Thresholds, Party A shall no longer have any obligation to post collateral, assign this Agreement to a replacement counterparty or find a guarantor as provided above and Party B shall promptly return any then-posted collateral, if any, to Party A.

Rating Agency Downgrade. In the event that BSFP(1) Party A’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A+” by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below “F-1” by Fitch (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A” by Fitch) or (3) its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s (or, if its short-term rating is not available by Moody's, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A1” by Moody's) (and together with S&P and Fitch, the “Swap Cap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each Cap Rating Agency has reconfirmed its rating for Party A which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; or (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPhonor Party A’s obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.Party B.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP’s 's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"AA-” " by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"Aa3” " by Moody’s 's (and together with S&P and FitchS&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach B-2-5 such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS, subject if any, without regard to the Rating Agency ConditionInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), BSFP, at its own expense, shall either (i) cause obtain another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s 's obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS, if any, without regard to the Insurance Policies, if any, issued by the NIMS InsurersNote Insurer or the Backup Note Insurer, if any, or (iv) establish any other arrangement satisfactory to each of the Note Insurer and the Backup Note Insurer, if any, the applicable Swap Rating Agencies and the NIMS InsurersAgency, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS, if any, without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provisionNote Insurer and/or the Backup Note Insurer, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatesif any.

Rating Agency Downgrade. In the event that BSFP’s (i) Wachovia's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by S&P, or if such short-term debt rating is below "A-1" or Wachovia does not have a short-term debt rating from S&P, Wachovia's long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P, (ii) Wachovia's long-term unsecured and unsubordinated debt rating is reduced below "A1" by Moody's or its short-term unsecured and unsubordinated debt rating is reduced below "P1" by Moody's, or, in the event that Wachovia does not have a short-term rating from Moody's, if Wachovia's long-term unsecured and unsubordinated debt rating is reduced below "Aa3" by Moody's or (iii) Wachovia's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A" by S&P Fitch or its longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” "F1" by Moody’s Fitch (and together with S&P and FitchXxxxx'x, the “"Swap Rating Agencies”, " and such rating thresholds, “"Approved Rating Thresholds”" and any such reduction below the Approved Rating Thresholds, a "Collateral Rating Downgrade Event"), then within 30 days after such rating withdrawal or downgrade by one or more Swap Rating Agencies (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Mortgage Pass-Through Certificates, Series 2006-AR1 (the "Certificates") which was in effect immediately prior to such withdrawal or downgrade), Wachovia shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s Wachovia's payment obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore not cause the immediately prior reduction or withdrawal of its then current ratings of the Certificates Certificates. In the event that Wachovia's long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P (a "Required Rating Downgrade Event"), then within 10 Business Days after such rating withdrawal or downgrade, Wachovia shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersWachovia's obligations under this Agreement. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates. For purposes of this Agreement, the Certificatesoccurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a "Rating Agency Downgrade").

Rating Agency Downgrade. In the event of a Rating Agency Downgrade (as defined below) with respect to Party A (or any applicable Credit Support Provider), unless within thirty (30) days after the occurrence of such event, each Relevant Rating Agency has reconfirmed in writing the rating of the MASTR Asset Backed Securities Trust 2006-AM2, Mortgage Pass Through Certificates, Series 2006-AM2 (the “Certificates”) which was in effect immediately prior to such Rating Agency Downgrade, Party A shall, at its sole expense, and within 30 days, either: (1) deliver collateral subject to the Rating Agency Condition; or (2) assign this Agreement to, or obtain a replacement master agreement and transaction thereunder, subject to the Rating Agency Condition with any bank or financial institution (or any party providing credit support on such Person’s behalf) that BSFPmeets or exceeds the Approved Rating Threshold; or (3) establish any other arrangement subject to the Rating Agency Condition. If Party A elects to deliver collateral as described in clause (i) above, such collateral shall be governed by the ISDA form of Credit Support Annex (NY law form) (as amended, supplemented or otherwise modified from time to time), as such form is agreed to by Party A and Party B. For the purposes hereof, a “Rating Agency Downgrade” will have occurred if: (i) Party A’s short-term unsecured and unsubordinated debt rating (the “Short Term Rating”) is reduced below “A-1” by S&P or, if Party A does not have a Short Term Rating from S&P, Party A’s long-term unsecured and unsubordinated debt rating (the “Long Term Rating”) is reduced below “A+” by S&P: or (ii) Party A’s Short Term Rating is reduced below “P-1” by Moody’s or Party A’s Long Term Rating is withdrawn or reduced below “AA-A1” by S&P or its long-term unsecured and unsubordinated debt Moody’s (or, if Party A’s Long Term Rating is “A1”, such Long Term Rating is on credit watch for downgrade) or, if Party A only has a Long Term Rating from Moody’s, such rating is withdrawn or reduced below “Aa3” by Moody’s (or, if Party A’s Long Term Rating is “Aa3”, such Long Term Rating is on credit watch for downgrade). In addition, it being further understood that if (I) Party A’s short-term unsecured and together with S&P and Fitch, unsubordinated debt rating (the “Swap Short Term Rating”) is reduced below “A-3 ” by S&P or Party A’s long-term unsecured and unsubordinated debt rating (the “Long Term Rating”) is withdrawn or reduced below “BBB-” by S&P (referred to as a “Subsequent Rating Agencies”, and such rating thresholds, “Approved Rating ThresholdsAgency Downgrade”), then Party A shall (unless within 30 ten (10) days after the occurrence of such Subsequent Rating Agency Downgrade, S&P has reconfirmed in writing the rating withdrawal of the Certificates which was in effect immediately prior to such Subsequent Rating Agency Downgrade), at its sole expense, and within 10 business days, assign this Agreement to, or downgrade, BSFP shallobtain a replacement master agreement and transaction thereunder, subject to the Rating Agency Condition, at its own expense, either Condition with any bank or financial institution (ior any party providing credit support on such Person’s behalf) cause another entity to replace BSFP as party to this Agreement that meets or exceeds satisfies the Approved Rating Thresholds and Threshold. The lowest rating that would not result in a Rating Agency Downgrade is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, referred to as the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersThreshold”. For the purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.hereof:

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP’s longParty A's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P or its longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” "P-1" by Moody’s Xxxxx'x (and together with S&P and Fitch, Xxxxx'x together the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, at its own expenseif any, either issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A shall: (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s honor Party A's obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer and/or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005 HE11, Asset-Back Certificates, Series 2005-HE11 (the “Certificates”) and CMO Holdings 11 Ltd., BSABS HE11 NIM Trust 2005-HE 11, Asset-Backed Notes, Series 2005-HE11 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not . BSFP’s failure to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with BSFP as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and any Notes.

Rating Agency Downgrade. In the event that BSFP(i) Wachovia’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or if such short-term debt rating is below “A-1” or Wachovia does not have a short-term debt rating from S&P, Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A+” by S&P S&P, or its (ii) Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A1” by Moody’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Wachovia does not have a short-term rating from Moody’s, if Wachovia’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, ” and such rating thresholds, “Approved Rating Thresholds” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such Collateral Rating Downgrade Event by one or more Swap Rating Agencies (unless, within 30 days after such Collateral Rating Downgrade Event, each such Swap Rating Agency, as applicable, has reconfirmed the rating withdrawal or downgradeof the SACO I Trust 2006-9, BSFP Mortgage-Backed Certificates, Series 2006-9 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such Collateral Rating Downgrade Event), Wachovia shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPWachovia’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the Notes in effect immediately prior ratings to such Collateral Rating Downgrade Event (assuming for this purpose that no rating downgrade or withdrawal of the Certificates or Notes unrelated to the Collateral Rating Downgrade Event has occurred since the Collateral Rating Downgrade Event). In the event that Wachovia’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within 10 Business Days after such rating withdrawal or downgrade, Wachovia shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Wachovia’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates or Notes. For purposes of this Agreement, the Certificatesoccurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFPParty A’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A+” by Moody’s (and together with S&P and FitchS&P), the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating downgrade (unless, within 30 days after such withdrawal or downgrade S&P has reconfirmed its rating for the Certificates which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPhonor Party A’s obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, Party B; (iiic) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to S&P to maintain or restore the ratings of the Certificates existing immediately prior to such downgrade of Party A’s ratings; or (d) establish any other arrangement satisfactory to Party B and S&P, in each case, sufficient to maintain or restore the ratings of the Certificates existing immediately prior to such downgrade of Party A’s ratings. HSBC Bank USA, National Association Notwithstanding the previous paragraph, in the event that Party A’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Certificates which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B on terms substantially similar to this Confirmation and obtain a confirmation from S&P that such action is sufficient to maintain or restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or S&P, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Mxxxx’x, or if rated by Fitch ("Fitch") and the unsecured debt rating of Party A, or its Credit Support Provider, is withdrawn by or reduced below "A" (long term) or "F-1" (short term) by Fitch (and together with S&P and FitchMxxxx’x, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, at its own expense and subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided . In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 business days after such other person is approved by rating withdrawal or downgrade, BSFP, at it’s own expense and subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and Condition, shall either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS Insurers which will be sufficient Approved Rating Thresholds on terms substantially similar to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersBSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Xxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s Xxxxx’x or its short-term credit rating is withdrawn or reduced below “P-1” by Xxxxx’x (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Xxxxx’x or its short-term credit rating is reduced below “P-2” by Xxxxx’x, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. BSFP’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersBSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s (and together with S&P, the “Swap Rating Agencies”), and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. Notwithstanding the previous sentence, in the event that DBAG’s long-term unsecured and any note insured unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP(i) Wachovia’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or if such short-term debt rating is below “A-1” or Wachovia does not have a short-term debt rating from S&P, Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A+” by S&P S&P, or its (ii) Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A1” by Moody’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Wachovia does not have a short-term rating from Moody’s, if Wachovia’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, ” and such rating thresholds, “Approved Rating Thresholds” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such Collateral Rating Downgrade Event by one or more Swap Rating Agencies (unless, within 30 days after such Collateral Rating Downgrade Event, each such Swap Rating Agency, as applicable, has reconfirmed the rating withdrawal or downgradeof the MASTR Asset Backed Securities Trust 2006-WMC3 Mortgage Pass Through Certificates, BSFP Series 2006-WMC3 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such Collateral Rating Downgrade Event), Wachovia shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPWachovia’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the Notes in effect immediately prior ratings to such Collateral Rating Downgrade Event (assuming for this purpose that no rating downgrade or withdrawal of the Certificates or Notes unrelated to the Collateral Rating Downgrade Event has occurred since the Collateral Rating Downgrade Event). In the event that Wachovia’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within 10 Business Days after such rating withdrawal or downgrade, Wachovia shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Wachovia’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates or Notes. For purposes of this Agreement, the Certificatesoccurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFP’s long-Party A's short term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "F-1" by S&P or Fitch, Inc. ("Fitch"), its long-short term unsecured and unsubordinated debt rating is withdrawn or reduced to below “Aa3” "A-1" by Standard & Poor's, a division of The McGraw Hill Companies, Inc. ("S&P"), or its short term unsecured and unsubordinated debt rating is withdrawn or reduced to below "P-1" by Xxxxx'x Investors Service, Inc. ("Moody’s ('s" and together with S&P Fitch and FitchS&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days of such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each such Swap Rating Agency has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either then Party A shall (i1) cause obtain a replacement ISDA Interest Rate and Currency Exchange Agreement and confirmation with another entity to replace BSFP as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) Party B (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Master Agreement and the related Confirmation (ii2) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s Party A's obligations under this AgreementMaster Agreement and the related Confirmation; provided that such other person is approved by the NIMS InsurersParty B, such approval not to be unreasonably withheld, (iii3) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, Certificates; or (iv4) establish any other arrangement satisfactory to the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder Certificates; provided in each case that the party acting or failing to act must consult with any Trust Administrator has received a letter from each of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of confirming the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFPParty A’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A+” by S&P), or Party A’s short-term unsecured and unsubordinated debt rating is reduced to or below “P1 on watch for downgrade” by Moody’s or Party A’s long-term unsecured and unsubordinated debt rating is reduced to or below “A1 on watch for downgrade” by Moody’s (or if its short-term rating by Xxxxx’x is not available, in the event that its long-term unsecured and together with S&P and Fitch, the unsubordinated debt rating is reduced to or below “Swap Rating Agencies”, and Aa3 on watch for downgrade” by Moody’s) such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade S & P has reconfirmed its rating for the Certificates which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPhonor Party A’s obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, Party B; (iiic) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to S & P and Xxxxx’x to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A’s ratings; or (d) establish any other arrangement satisfactory to S & P and Xxxxx’x, in each case, sufficient to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A’s ratings. Notwithstanding the previous paragraph, in the event that Party A’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Notes which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds on terms substantially similar to this Confirmation and obtain a confirmation from S&P that such action is sufficient to maintain or restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP(i) IXIS’s longor IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "Aa3" by Moody’s, (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE8, Asset-Back Certificates, Series 2005-HE8 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE8 NIM Trust 2005-HE8, Asset-Backed Notes, Series 2005-HE8 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.IXIS’s

Rating Agency Downgrade. In the event that BSFPParty A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A” and the short term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by S&P or Fitch, Inc. (“Fitch”) and its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A1” and the short term unsecured and unsubordinated debt rating is withdrawn or reduced to below “P-1” by Xxxxx’x Investors Service, Inc. (“Moody’s (’s” and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days of such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each such Swap Rating Agency has reconfirmed the rating of the Offered Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either then Party A shall (i1) cause obtain a replacement ISDA Interest Rate and Currency Exchange Agreement and confirmation with another entity to replace BSFP as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) Party B (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Master Agreement and the related Confirmation (ii2) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this AgreementMaster Agreement and the related Confirmation; provided that such other person is approved by the NIMS InsurersParty B, such approval not to be unreasonably withheld, (iii3) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, Offered Certificates; or (iv4) establish any other arrangement satisfactory to the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Offered Certificates.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Mxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced to or below A1” (on watch for downgrade) by Moody’s or its short-term credit rating is withdrawn or reduced to or below “P-1” (or watch for downgrade) by Moody’s, or, if DBAG has no short-term rating, and its long-term unsecured and unsubordinated debt rating is withdrawn or reduced to or below “Aa3” by Moody’s (on watch for downgrade) (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Mxxxx’x or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or any Note.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFPthe short-term unsecured and unsubordinated debt rating of Party A’s longCredit Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3P-1” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFP(i) IXIS’s longor IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "Aa3" by Moody’s, (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE12, Asset-Back Certificates, Series 2005-HE12 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE12 NIM Trust 2005-HE12, Asset-Backed Notes, Series 2005-HE12 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause secure another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPIXIS’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, Agreement or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which that will be sufficient to restore the immediately prior ratings of the Certificates and the Notes. IXIS’s failure to do any note insured of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. In the event that IXIS’s or IXIS Corporate & Investment Bank’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 business days after such rating withdrawal or downgrade, IXIS shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersIXIS’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFP(i) IXIS’s longor IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "Aa3" by Moody’s, (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE10, Asset-Back Certificates, Series 2005-HE10 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE10 NIM Trust 2005-HE10, Asset-Backed Notes, Series 2005-HE10 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPIXIS’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, Agreement or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which that will be sufficient to restore the immediately prior ratings of the Certificates and the Notes. IXIS’s failure to do any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn If a Ratings Event (as defined below) occurs with respect to Party A (or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”any applicable credit support provider), then within 30 days after such rating withdrawal or downgrade, BSFP Party A shall, within (30) days of such Ratings Event subject to the Rating Agency Condition, Condition (as hereinafter defined) and at its own expenseexpense (unless, either within 30 days of such Ratings Event, each of S&P and Mxxxx’x has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) cause another entity assign this Transaction hereunder to replace BSFP as a third party to this Agreement that meets or exceeds exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Rating Ratings Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheldas defined below) on terms substantially similar to this AgreementConfirmation, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided Transaction from a third party that such other person is approved by meets or exceeds the NIMS InsurersApproved Ratings Threshold, such approval not to be unreasonably withheldin form and substance, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurerscollateral, or (iv) establish any other arrangement satisfactory to the Swap each Rating Agencies and the NIMS InsurersAgency, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates. For purposes of this provisionTransaction, a “Rating Agency ConditionRatings Event” means, shall occur with respect to Party A (or any particular proposed act applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least “A-1” by S&P or omission its short-term unsecured and unsubordinated debt ceases to act hereunder that be rated at least “P-1” by Mxxxx’x or its long-term unsecured and unsubordinated debt ceases to be rated at least “A1” by Mxxxx’x (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the party acting “Approved Ratings Thresholds.” If a Further Ratings Event (as defined below) occurs with respect to Party A (or failing any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to act must consult with any the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 10 days of such Ratings Event, S&P has reconfirmed the Swap Rating Agencies then providing a rating of the Certificates which was in effect immediately prior to such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. For purposes of this Transaction, a “Further Ratings Event” shall occur with respect to Party A (or any applicable credit support provider), if its long-term unsecured and receive from the Swap Rating Agencies unsubordinated debt ceases to be rated at least “BBB-” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least “P-1” on watch for downgrade by Mxxxx’x or its long-term unsecured and unsubordinated debt ceases to be rated at least “A2” on watch for downgrade by Mxxxx’x (including in connection with a prior written confirmation that the proposed action merger, consolidation or inaction would not cause a downgrade other similar transaction by Party A or withdrawal of the then-current rating of the Certificates.any applicable credit support provider). "

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds” and such a downgrade, a “First Level Downgrade”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided . BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such other person is approved by a downgrade, a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS Insurers which will be sufficient Approved Rating Thresholds on terms substantially similar to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this Agreement, the Swap occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAgency Downgrade”. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and any Notes.

Rating Agency Downgrade. In the event that BSFP(1) Party A’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A+” by S&P) or (2) its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s (or, if its short-term rating is not available by Moody's, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A1” by Moody's) or (3) its short-term unsecured unsubordinated debt rating is reduced below “F1” by Fitch (or, if its short-term rating is not available by Fitch, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA” by Fitch) (and together with S&P and FitchS&P, the “Swap Cap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade each Cap Rating Agency has reconfirmed its rating for Party A which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPhonor Party A’s obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, Party B; (iiic) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to the applicable Cap Rating Agency to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A’s ratings; or (d) establish any other arrangement satisfactory to Party B and each Cap Rating Agency, in each case, sufficient to maintain or restore the ratings of the Certificates existing immediately prior to such withdrawal or downgrade of Party A’s ratings. Notwithstanding the previous paragraph, in the event that Party A’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Certificates which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B on terms substantially similar to this Confirmation and obtain a confirmation from S&P that such action is sufficient to maintain or restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Xxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s Xxxxx’x or its short-term credit rating is withdrawn or reduced below “P-1” by Xxxxx’x (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP(i) Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or, in the event that Party A does not have a short-term rating from S&P, if Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A+” by S&P S&P, or its (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A1” by Moody’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Party A does not have a short-term rating from Moody’s, if Party A’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchMoody’s, the “Swap Rating Agencies”, ” and such rating thresholds, “Approved Rating Thresholds” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 thirty (30) calendar days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-AR3, Mortgage Pass-Through Certificates (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured Notes. In the event that Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within ten (10) calendar days after such rating withdrawal or downgrade, Party A shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersParty A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates or Notes. For purposes of this Agreement, the Certificatesoccurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFP(i) DBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P S&P, or (ii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A2” by Moody’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersnotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured notes. In the event that (i) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, or (ii) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP’s longParty A's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P or its longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” "P-1" by Moody’s 's (and together with S&P and Fitch, Moody's together the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, at its own expenseif any, either issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A shall: (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s honor Party A's obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer and/or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFP(i) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A+” by S&P or its Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn reduced below “A1” by Xxxxx’x or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Xxxxx’x, or, in the event that Party A does not have a short-term rating from Xxxxx’x, if Party A’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, ” and such rating thresholds, “Approved Rating Thresholds” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Citigroup Mortgage Loan Trust 2006-NC1, Asset-Backed Pass-Through Certificates, Series 2006-NC1 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory equal to each the amount required pursuant to the then-current published criteria of the applicable Swap Rating Agency and (or, if there is no such criteria, an amount equal to Party B’s “Exposure” (as such term is defined in the NIMS Insurers which will be sufficient to restore the immediately prior ratings CSA) of the Certificates Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the “Credit Support Annex”) the terms of which are hereby incorporated by reference herein. In the event that Party A’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within 10 Business Days after such rating withdrawal or downgrade, Party A shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersParty A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates or Notes. For purposes of this Agreement, the Certificates.occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”). The failure by Party A to comply with any of its obligations in this Part 5(h) shall not result in an Event of Default but shall instead be subject to the provisions of Part (g)(i) above. At any time that Party A assigns this Agreement to a replacement counterparty as provided above, Party A shall no longer have any obligation to post collateral as provided above and Party B shall promptly return any then-posted collateral to Party A. At any time after the occurrence of a Rating Agency Downgrade, if the ratings of Party A’s guarantor (or, if Party A has no guarantor, of Party A) are upgraded so as to meet the Approved Rating Thresholds, Party A shall no longer have any obligation to post collateral, assign this Agreement to a replacement counterparty or find a guarantor as provided above and Party B shall promptly return any then-posted collateral, if any, to Party A.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFPthe short-term unsecured and unsubordinated debt rating of Party A’s longCredit Support Provider is withdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” "P-1" by Moody’s (and together with S&P and FitchS&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFPParty A’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A+” by Moody’s (and together with S&P and FitchS&P), the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade S & P has reconfirmed its rating for the Notes which was in effect immediately prior to such withdrawal or downgrade), BSFP Party A shall, subject to the Rating Agency Condition, at its own expense: (a) assign this Transaction to another counterparty, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds which counterparty shall have the Approved Rating Thresholds and that is shall have been approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) Party B on terms substantially similar to the terms of this Agreement, Confirmation; (iib) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPhonor Party A’s obligations under this AgreementConfirmation; provided that such other person is has been approved by the NIMS Insurers, such approval not to be unreasonably withheld, Party B; (iiic) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to S & P to maintain or restore the ratings of the Notes existing immediately prior to such withdrawal or downgrade of Party A’s ratings; or (d) establish any other arrangement satisfactory to Party B and S & P, in each case, sufficient to maintain or restore the ratings of the Notes existing immediately prior to such withdrawal or downgrade of Party A’s ratings. Notwithstanding the previous paragraph, in the event that Party A’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if there is no short-term rating, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade S&P has reconfirmed the rating of the Notes which was in effect immediately prior to such withdrawal or downgrade), Party A shall, subject to the Rating Agency Condition, at its own expense, assign this Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B on terms substantially similar to this Confirmation and obtain a confirmation from S&P that such action is sufficient to maintain or restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesNotes.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. In the event that DBAG’s long-term unsecured and any note insured unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P Standard and Poor’s Ratings Services, Inc., a division of the MxXxxx-Xxxx Companies, Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Mxxxx’x Investors Service, Inc. (“Moody’s ’s”) (and together with S&P and Fitch Ratings Ltd. (“Fitch”), the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, at its own expense and subject to the Rating Agency Condition, at its own expense, either (i) cause secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersNotes, or (iv) establish take any other arrangement satisfactory action that satisfies the Rating Agency Condition. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies Agency Condition and at its own expense, (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS InsurersApproved Rating Thresholds on terms substantially similar to this Agreement, which will be sufficient (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to restore honor, BSFP’s obligations under this Agreement, or (iii) take any other action that satisfies the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersRating Agency Condition. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates or the Notes. For purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s, or if DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by Fitch or DBAG’s long-term rating is reduced or withdrawn below “A” by Fitch (and together with S&P and FitchMoody’s, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. In the event that DBAG’s long-term unsecured and any note insured unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, BSFP’s obligations under this Agreement, (iii) post collateral under a Credit Support Annex which will be sufficient to restore the immediately prior ratings of the Notes; or (iv) establish any other arrangement satisfactory to the applicable Swap Rating Agency, which will be sufficient to restore the immediately prior ratings of the Notes. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 business days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not . BSFP’s failure to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with BSFP as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect aspect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-then current rating of the CertificatesNotes.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP’s longParty A's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” "A-1" by S&P or its longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” "P-1" by Moody’s 's (and together with S&P and FitchS&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, at its own expenseif any, either issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s Party A's obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P Standard and Poor’s Ratings Services, Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc. (“Moody’s (’s” and together with S&P and FitchDominion Bond Ratings Service (“DBRS”), the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 Days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap take any other action that satisfies the Rating Agency and the NIMS Insurers which will be sufficient Condition. BSFP’s failure to restore the immediately prior ratings do any of the Certificates foregoing shall constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iviii) establish take any other arrangement satisfactory to action that satisfies the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAgency Condition. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificatesany Certificates or any Notes.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFPthe short-term unsecured and unsubordinated debt rating of Party A’s longCredit Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-P-1” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates that were rated when issued and/or the NIMS (if any), subject without regard to the Rating Agency ConditionInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers, Note Insurer or the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agencies and the NIMS Insurers, Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that Note Insurer and/or the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesBackup Note Insurer.

Rating Agency Downgrade. In the event that BSFP’s 's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"AA-” " by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"Aa3” " by Moody’s 's (and together with S&P and Fitchtogexxxx xxth S&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s 's obligations under this Agreement; provided . BSFP's failure to do any of the foregoing shall, at the Counterparty's option, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P, then within 10 Business Days after such other person is approved by rating withdrawal or downgrade, BSFP shall, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS Insurers which will be sufficient Approved Rating Thresholds on terms substantially similar to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersBSFP's obligations under this Agreement. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitchtogethex xxxx S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, or (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. BSFP’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and any note insured unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to the Swap Rating Agencies and the NIMS Insurershonor, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersBSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and Notes.

Rating Agency Downgrade. In the event that BSFPDBAG’s longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP DBAG shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPDBAG’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS InsurersAgencies, which will be sufficient to restore the immediately prior ratings of the Certificates Certificates. In the event that DBAG’s long-term unsecured and any note insured unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the NIMS InsurersRating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP(i) IXIS’s longor IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Mxxxx’x, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3A1” by MoodyMxxxx’x or such party’s short-term rating is reduced below “P-1” by Mxxxx’x, or if such party does not have a short-term rating from Mxxxx’x, such party's long-term rating is reduced below "Aa3" by Mxxxx’x, (and together with S&P and FitchDBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such downgrade, BSFP each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such downgrade), IXIS shall, subject to the Rating Agency Condition, Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Rating Thresholds, to honor, BSFPhonor IXIS’s obligations under this Agreement; provided . In the event that IXIS is unable to comply with (i) and (ii) of this Section (k) within 30 days after such other person is approved by downgrade, IXIS shall post collateral, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition, until it can comply with (i) and (ii) above. In the NIMS Insurers which will be sufficient event that IXIS’s or IXIS Corporate & Investment Bank’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or withdrawn by S&P then, within 10 days after such rating downgrade or withdrawal, IXIS shall, subject to restore the immediately prior ratings Rating Agency Condition and at its own expense, either (i) seek another entity to replace IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds, to honor IXIS’s obligations under this Agreement. IXIS’s failure to do any of the Certificates and any note insured by foregoing shall, at the NIMS InsurersCounterparty’s option, or (iv) establish any other arrangement satisfactory to constitute an Additional Termination Event with IXIS as the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAffected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&P and FitchS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds” and such a downgrade, a “First Level Downgrade”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided . BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such other person is approved by a downgrade, a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the NIMS Insurers which will be sufficient Approved Rating Thresholds on terms substantially similar to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurersthis Agreement or (ii) obtain a guaranty of, or (iv) establish any other arrangement satisfactory a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this Agreement, the Swap occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS InsurersAgency Downgrade”. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the CertificatesCertificates and any Notes.