Common use of Rating Agency Downgrade Clause in Contracts

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or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 Rating 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 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 Certificates or any Note.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG 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, DBAGBSFP’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 Notesnote 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 Notes. In note insured by 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 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 Rating 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) aboveNIMS 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 each any 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that (i) DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, 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 or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1P1” 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, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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” 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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any Note.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG 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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt (x) any of the Rating Agencies downgrades Barclays' rating is reduced below “A-1” by S&P orthe Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if DBAG applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays has both only a long-term credit rating, a rating of at least "A2" by Moody's, or (y) if Barclays has a long-term rating and a short-term credit rating, a rating from Moody’sof at least "A3" or "P2", and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” if applicable, by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade, DBAG Barclays shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, DBAG’s honor Barclays' obligations under this Agreement, (iii) post collateral which will 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 ISDA Credit Support Annex shall be sufficient made a credit support document for Barclays pursuant to restore the immediately prior ratings of the Certificates and any Notesan amendment to this Agreement, or (iv) establish any take other arrangement which will be sufficient steps, if any, to restore enable the immediately prior ratings of Trust to satisfy the Certificates and any NotesRating Agency Condition. In Notwithstanding the foregoing, in the event that DBAG’s long-Barclays' long term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG it shall, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty 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 within 30 days from such transfer or obtained a guaranty as set forth in (i) and (ii) aboveratings withdrawal. 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 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 Agency 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 or Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any Note.of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, to whom all of Barclays' interests and obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with 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, DBAG 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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. 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 either casethe event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, DBAG shall deliver collateral acceptable then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. 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 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 Rating 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 Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt (x) either of the Rating Agencies downgrades Barclays' rating is reduced below “A-1” by S&P orthe Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if DBAG applicable, by S&P, or (ii) (x) if Barclays has both only a long-term credit rating, a rating of at least "A2" by Moody's, or (y) if Barclays has a long-term rating and a short-term credit rating, a rating from Moody’sof at least "A3" or "P2", and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” if applicable, by Moody’s 's) or, S&P or Moody's withdraws its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)ratings of Barclays, then within 30 days after such rating withdrawal or downgrade, DBAG Barclays shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, DBAG’s honor Barclays' obligations under this Agreement, (iii) post collateral which will 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 ISDA Credit Support Annex shall be sufficient made a credit support document for Barclays pursuant to restore the immediately prior ratings of the Certificates and any Notesan amendment to this Agreement, or (iv) establish any take other arrangement which will be sufficient steps, if any, to restore enable the immediately prior ratings of Trust to satisfy the Certificates and any NotesRating Agency Condition. In Notwithstanding the foregoing, in the event that DBAG’s long-Barclays' long term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG it shall, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty 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 within 30 days from such transfer or obtained a guaranty as set forth in (i) and (ii) aboveratings withdrawal. 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 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 Agency 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 or any Note.Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of either of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, to whom all of Barclays' interests and obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, and that is approved by the Trustee (iiwhich approval shall not be unreasonably withheld) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either case; provided that such other person is approved by the Trustee , DBAG shall deliver collateral acceptable such approval not to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) abovebe unreasonably withheld. 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 each any 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 Certificates or any NoteCertificates. NEITHER THE BEAR SXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR SXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt (x) any of the Rating Agencies downgrades Party A's rating is reduced below “A-1” by S&P orthe Required Counterparty Rating (but Party A has (i) a rating of at least "BBB-" or "A-3", if DBAG applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Party A has both only a long-term credit rating, a rating of at least "A2" by Moody's, or (y) if Party A has a long-term rating and a short-term credit rating, a rating from Moody’sof at least "A3" or "P2", and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” if applicable, by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, 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, DBAG Party A shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG Party A as party to this Agreement that meets or exceeds the Approved Required Counterparty Rating Thresholds 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, DBAG’s honor Party A's obligations under this Agreement, (iii) post collateral which will 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 ISDA Credit Support Annex shall be sufficient made a credit support document for Party A pursuant to restore the immediately prior ratings of the Certificates and any Notesan amendment to this Agreement, or (iv) establish any take other arrangement which will be sufficient steps, if any, to restore enable the immediately prior ratings of Trust to satisfy the Certificates and any NotesRating Agency Condition. In Notwithstanding the foregoing, in the event that DBAG’s long-Party A's long term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG it shall, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause another entity to replace DBAG Party A as party to this Agreement that meets or exceeds the Approved Required Counterparty 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 within 30 days from such transfer or obtained a guaranty as set forth in (i) and (ii) aboveratings withdrawal. 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 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 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 or Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any Note.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 DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 each any 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that (i) DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, 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 or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1P1” 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, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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” 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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any Note.

Rating Agency Downgrade. In the event that DBAG(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2A-1” by Moody’s S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term credit rating from Moody’s, such party’s long-term rating is withdrawn or reduced below “P-1” 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&PS&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, DBAG 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 and at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGIXIS’s obligations under this Agreement. In either caseIXIS’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with IXIS as set forth in (i) and (ii) abovethe 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 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAGParty 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, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A1” by Moody’s or its short-term credit 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 “P-1Aa3” by Moody’s (and together with S&PS&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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Party A 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, DBAGParty A’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and Notes. Party A’s failure to do any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesforegoing shall, at Party B’s option, constitute an Additional Termination Event with Party A as the Affected Party. 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 DBAGParty A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days Business Days after such rating withdrawal or downgrade, DBAG Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 a contingent agreement of another person with the Approved Rating Thresholds Thresholds, to honor, DBAGParty A’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 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 Certificates or any NoteNotes.

Rating Agency Downgrade. In the event that (i) DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P orS&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 or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1P1” 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, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesnotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesnotes. 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 is withdrawn 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 Rating 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 Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, at its own expense and subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause arrange for another entity to replace DBAG 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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates or (iv) take such other action that satisfies the Rating Agency Condition; provided, however, that if BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, BSFP shall, at its own expense and subject to the rating agency condition, not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P, either (i) arrange for 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, DBAG’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any take such other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event action 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 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 satisfies the Rating 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) aboveCondition. 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 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 any Certificates or any NoteNotes.

Rating Agency Downgrade. In the event that DBAG’s (i) Wachovia's short-term unsecured and unsubordinated debt rating is reduced below “"A-1” " by S&P orS&P, or if DBAG has both a longsuch short-term credit debt rating and is below "A-1" or Wachovia does not have a short-term credit 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's, if Wachovia's long-term unsecured and either its 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 “A2” "A" by Moody’s Fitch or its short-term credit unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1” "F1" by Moody’s Fitch (and together with S&PS&P and Xxxxx'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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Wachovia 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, DBAG’s Wachovia's payment obligations under this Agreement, or (iii) post collateral which will be sufficient to restore not cause the immediately prior reduction or withdrawal of its then current ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. 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 Wachovia's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” "BBB-" by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P (a "Required Rating Downgrade Event"), then within 10 days Business Days after such rating withdrawal or downgrade, DBAG Wachovia shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAG’s Wachovia'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 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. For purposes of this Agreement, the Certificates occurrence of either a Collateral Rating Downgrade Event or any Notea Required Rating Downgrade Event may be referred to as a rating agency downgrade (a "Rating Agency Downgrade").

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’sXxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s Xxxxx’x or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with S&PS&P and DBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any Note.

Rating Agency Downgrade. In If a Ratings Event (as defined below) occurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the event Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that DBAGmeets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to each of Standard and Poor’s short-term unsecured Ratings Services, Inc. (“S&P’s”) and unsubordinated debt rating is reduced below Moody’s Investors Service, Inc. (“A-1” by S&P 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”) written xxxxxrmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, and such rating thresholds, “Approved Rating Thresholds”), qualification or downgrade of the then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject current ratings assigned to the Rating 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 AgreementCertificates, (iiiii) obtain a guaranty ofwithin thirty (30) days acceptable to the Rating Agencies, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAGBSFP’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish take any other arrangement which will be sufficient to restore action within thirty (30) days that satisfies the immediately prior ratings Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates and any Notes. In could occur in the event that DBAG’s BSFP does not post sufficient collateral. For purposes of this Transaction, a “Ratings Event” shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating is reduced below “BBB-AA-” by S&P, 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 “A3Aa3” by Moody’s (including in connection with a merger, consolidation or its short-term credit rating is reduced below other similar transaction by BSFP) such ratings being referred to herein as the “P-2” by Moody’sApproved Ratings Thresholds”, then unless, within 10 30 days after such rating withdrawal or downgrade, DBAG shalleach of Moody’s and S&P has reconfirmed the rating of the Certificates, subject as applicable, which was in effect immediately prior to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets such withdrawal 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) abovedowngrade. 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 each any 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 Certificates Certificates. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and unsubordinated debt rating is either (i) withdrawn or (ii) reduced below “BBB-” by S&P, or its unsecured, short-term debt obligations is reduced below “A-3” by S&P then, BSFP shall, within (10) business days of such reduction, at its own expense, and satisfying the Rating Agency Condition, (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 acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iii) take any Noteother action that satisfies the Rating Agency Condition. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Form Master Agreement, with BSFP as the sole Affected Party.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with Fitch and 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, DBAG 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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either case.BSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 each any 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by 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, DBAGBSFP’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 Notesnote 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 Notes. In note insured by 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 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 Rating 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) aboveNIMS 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 each any 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt (x) any of the Rating Agencies downgrades Barclays' rating is reduced below “A-1” by S&P orthe Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if DBAG applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays has both only a long-term credit rating, a rating of at least "A2" by Moody's, or (y) if Barclays has a long-term rating and a short-term credit rating, a rating from Moody’sof at least "A3" or "P2", and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” if applicable, by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade, DBAG Barclays shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, DBAG’s honor Barclays' obligations under this Agreement, (iii) post collateral which will 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 ISDA Credit Support Annex shall be sufficient made a credit support document for Barclays pursuant to restore the immediately prior ratings of the Certificates and any Notesan amendment to this Agreement, or (iv) establish any take other arrangement which will be sufficient steps, if any, to restore enable the immediately prior ratings of Trust to satisfy the Certificates and any NotesRating Agency Condition. In Notwithstanding the foregoing, in the event that DBAG’s long-Barclays' long term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG it shall, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty 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 within 30 days from such transfer or obtained a guaranty as set forth in (i) and (ii) aboveratings withdrawal. 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 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 Agency 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 or Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any Note.of the following conditions, Barclays must use its commercially reasonable efforts to find a party acceptable to Counterparty, which acceptance, subject to the Rating Agency Condition, shall not be unreasonably withheld, to whom all of Barclays' interests and obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that DBAG(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2A-1” by Moody’s S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term credit rating from Moody’s, such party’s long-term rating is withdrawn or reduced below “P-1” 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, 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, DBAG 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 and at its own expense, either (i) cause secure another entity to replace DBAG IXIS 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, DBAGIXIS’s obligations under this Agreement, Agreement or (iii) post collateral which that will be sufficient to restore the immediately prior ratings of the Certificates and the Notes. IXIS’s failure to do any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesforegoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. In the event that DBAGIXIS’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 DBAGIXIS Corporate & Investment Bank’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 business days after such rating withdrawal or downgrade, DBAG IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGIXIS’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 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAG(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, or (ii) if DBAG IXIS or IXIS Corporate & Investment Bank has both a long-long- term credit rating and a short-term credit rating from Moody’s, and either its such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A1” by Moody’s or its short-such party’s short- term credit rating is withdrawn or reduced below “P-1” by Moody’s ’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, 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, DBAG 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 and at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 of, another person with the Approved Rating Thresholds Thresholds, to honor, DBAGhonor IXIS’s obligations under this Agreement. In either casethe event that IXIS is unable to comply with (i) and (ii) of this Section (k) within 30 days after such downgrade, DBAG IXIS shall deliver collateral acceptable post collateral, subject to the Swap Rating Agencies Agency Condition, until DBAG has made such transfer or obtained a guaranty as set forth in it can comply with (i) and (ii) above. In the 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 the 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 foregoing shall, at the Counterparty’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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2AA-” by Moody’s S&P, its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Mxxxx’x, or if rated by Fitch ("Fitch") and the unsecured debt rating of Party A, or its short-term credit rating Credit Support Provider, is withdrawn by or reduced below “P-1” "A" (long term) or "F-1" (short term) by Moody’s Fitch (and together with S&PS&P and Mxxxx’x, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, at its own expense and subject to the Rating Agency Condition and at its own expenseCondition, 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either casethe event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, DBAG shall deliver collateral acceptable then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P orStandard and Poor’s Rating Services, if DBAG has both Inc. a long-term credit rating and a short-term credit rating from Moody’s, and either division of the McGraw Hill Companies Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Mxxxx’x Investors Service, Inc. (“Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s ’s”) (and together with S&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, DBAG 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 and Condition, 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable satisfactory to the Swap Rating Agencies until DBAG has made Agencies; provided, however, that if such transfer downgrade or obtained 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 occurrence of such a downgrade or withdrawal, find a replacement entity or obtain a guaranty as set forth in pursuant to (i) and 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P orStandard and Poor’s Ratings Services, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Xxxxx’x Investors Service, Inc. (“Moody’s or its short-term credit rating is withdrawn or reduced below “P-1’s” by Moody’s (and together with S&PS&P and Dominion 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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, DBAGBSFP’s obligations under this Agreement, or (iii) post collateral which will be sufficient take any other action that satisfies the Rating Agency Condition. BSFP’s failure to restore the immediately prior ratings do any of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore foregoing shall constitute an Additional Termination Event with BSFP as the immediately prior ratings of the Certificates and any NotesAffected Party. 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 DBAGBSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days Business Days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to or (iii) take any other action that satisfies the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) aboveAgency 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 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 any Certificates or any NoteNotes.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’sXxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s Xxxxx’x or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 Moody’s Xxxxx’x or its short-term credit rating is reduced below “P-2” by Moody’sXxxxx’x, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 Certificates or any Note.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with S&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, DBAG shalleach such Swap Rating Agency, subject to as applicable, has reconfirmed the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings rating of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the was in effect immediately prior ratings of the Certificates and any 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after to such rating withdrawal or downgrade), DBAG BSFP shall, at its own expense, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In either casethe event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such a downgrade, DBAG shall deliver collateral acceptable a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 Agreement, the occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agency 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 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 Certificates or and any NoteNotes.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, at its own expense and subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause arrange for another entity to replace DBAG 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 (iii) take such other action that satisfies the Rating Agency Condition; provided, however, that if BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, BSFP shall, at its own expense and subject to the rating agency condition, not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P, either (i) arrange for 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, DBAG’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any take such other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event action 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 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 satisfies the Rating 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) aboveCondition. 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 each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes 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 Certificates or any NoteNotes.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P orStandard and Poor’s Ratings Services, if DBAG has both a longdivision of the MxXxxx-term credit rating and a short-term credit rating from Moody’sXxxx Companies, and either Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s Mxxxx’x Investors Service, Inc., or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s any successor thereto (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAG’s BSFP’ 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 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 Certificates or any Note•. . NEITHER THE BEAR SXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR SXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is or reduced below "AA-" by S&P or its long-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 's (and together with S&PS&P and Fitch, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by 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, DBAG’s 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 Notesnote 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 Notesnote insured by the NIMS Insurers. In the event that DBAG’s BSFP'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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sthen, then within 10 days Business Days after such rating withdrawal downgrade or downgradewithdrawal, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek another entity to replace DBAG 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 of, another person with the Approved Rating Thresholds Thresholds, to honor, DBAG’s honor BSFP'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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&PS&P and DBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGParty A’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1A” and the short term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by S&P orFitch, if DBAG has both a long-term credit rating Inc. (“Fitch”) and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A1” by Moody’s or its short-and the short term credit 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&PFitch, 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), DBAG shall, subject to the Rating Agency Condition then Party A shall (1) obtain a replacement ISDA Interest Rate and at its own expense, either (i) cause Currency Exchange Agreement and confirmation with another entity to replace DBAG as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and approved by 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, DBAGParty A’s obligations under this AgreementMaster Agreement and the related Confirmation; provided that such other person is approved by Party B, such approval not to be unreasonably withheld, (iii3) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, Offered Certificates; or (iv4) establish any other arrangement satisfactory to the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating 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 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 Certificates or any NoteOffered Certificates.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&PS&P and DBRS, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any Note.

Rating Agency Downgrade. In the event that DBAG(i) Party 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 orS&P, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its or (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A1” by Moody’s or its short-term credit unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1P1” 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&PS&P and DBRS, 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Party A 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, DBAGParty A’s obligations under this Agreement, or (iii) post collateral which will be sufficient equal to restore the immediately prior ratings amount required pursuant to the then-current published criteria of the Certificates and any Notesapplicable Swap Rating Agency (or, or if there is no such criteria, an amount equal to Party B’s “Exposure” (ivas such term is defined in the CSA) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesTransaction) 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 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 DBAGParty A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below S&P (a “P-2” by Moody’sRequired Rating Downgrade Event”), then within 10 days Business Days after such rating withdrawal or downgrade, DBAG Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 a contingent agreement of another person with the Approved Rating Thresholds Thresholds, to honor, DBAGParty A’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 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 any Certificates or 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”). The failure by Party A to comply with any Note.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 DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by 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, DBAGBSFP’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 Notesnote 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 Notes. In note insured by 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 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 Rating 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) aboveNIMS 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 each any 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG 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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 each any 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG each such Swap Rating Agency, as applicable, has reconfirmed the rating of the SACO I Trust 2006-6, Mortgage Pass-Through Certificates, Series 2006-6 (the “Certificates”) and any notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 each any of the Swap Rating Agencies then providing a rating of the Certificates and any Notes 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 Certificates or and any Notenotes.

Rating Agency Downgrade. In the event that DBAG’s (i) ML & Co's short-term unsecured and unsubordinated debt rating is reduced below “"A-1” " by S&P S&P, or, if DBAG has both a long-term credit rating and in the event that ML & Co does not have a short-term credit rating from Moody’sS&P, if ML & Co's long-term unsecured and either unsubordinated debt rating is reduced below "A+" by S&P, (ii) ML & Co's long-term unsecured and unsubordinated debt rating is 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 ML & Co does not have a short-term rating from Xxxxx'x, if ML & Co's long-term unsecured and unsubordinated debt rating is reduced below "Aa3" by Xxxxx'x or (iii) ML & Co's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "A" by Moody’s Fitch or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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” "F1" by Moody’s or its short-term credit Fitch (and together with S&P and Xxxxx'x, the "Swap Rating Agencies" and such rating is reduced thresholds, "Approved Rating Thresholds" and any such reduction below “P-2” by Moody’sthe Approved Rating Thresholds, a "Collateral Rating Downgrade Event"), then within 10 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, DBAG shall, subject to the Rating 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 each such Swap Rating Agencies until DBAG Agency, as applicable, 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 reconfirmed the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-CB8 (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 thenN-1-current rating of the Certificates or any Note.11

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” "AA-" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 's (and together with 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, DBAG 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 Condition and Insurance 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 DBAG 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, DBAG’s BSFP's obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesthat were rated when issued and/or the NIMS, if any, without regard to the Insurance Policies, if any, issued by the Note 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 Agency, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In that were rated when issued and/or 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sNIMS, then within 10 days after such rating withdrawal or downgradeif any, DBAG shall, subject without regard to the Rating Agency Condition and at its own expenseInsurance Policies, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds if any, issued by the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty ofNote Insurer and/or the Backup Note Insurer, 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 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 Certificates or any Noteif any.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P orStandard and Poor’s Ratings Service, if DBAG has both a longdivision of the XxXxxx-term credit rating and a short-term credit rating from Moody’sXxxx Companies, and either Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s Xxxxx’x Investors Service, Inc., or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s any successor thereto (and together with S&PS&P and Fitch Rating Services Inc., the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgradedowngrade (unless within 30 days thereafter, DBAG each of the Swap Rating Agencies has reconfirmed the ratings of the Certificates which were in effect immediately prior thereto), BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause seek another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, Agreement (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAGBSFP’s obligations under this Agreement, or (iii) post collateral acceptable to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating 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) aboveCertificates. 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 each any 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 Certificates Certificates. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or any Note.reduced below “BBB-“ by S&P, then, within 10 Business Days of such rating downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, seek another entity to replace itself as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement; provided that if a replacement cannot be found, the counterparty shall deliver a guarantee from an entity rated at least “A-“ or higher by S&P.”

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” "AA-" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 's (and together with 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, DBAG shalleach 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 Condition and Insurance 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 DBAG 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, DBAG’s BSFP's obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesthat were rated when issued and/or the NIMS, if any, without regard to the Insurance Policies, if any, issued by the Note 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 Agency, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In that were rated when issued and/or 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sNIMS, then within 10 days after such rating withdrawal or downgradeif any, DBAG shall, subject without regard to the Rating Agency Condition and at its own expenseInsurance Policies, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds if any, issued by the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty ofNote Insurer and/or the Backup Note Insurer, 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 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 Certificates or any Noteif any.

Rating Agency Downgrade. In (1) It shall be a collateralization event (Collateralization Event) if (A) either (i) the event that DBAG’s unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated below "A1" by Xxxxx'x Investors Service, Inc. (Moody's) or are rated "A1" by Moody's and such rating is on watch for possible downgrade (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term unsecured debt obligations of BSFP (or its Credit Support Provider) are rated below "P-1" by Moody's or are rated "P-1" by Moody's and unsubordinated debt such rating is reduced on watch for possible downgrade (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated below "Aa3" by Moody's or are rated "Aa3" by Moody's and such rating is on watch for possible downgrade (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, short-term debt obligations of BSFP (or its Credit Support Provider) are rated below “A-1” by S&P orStandard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) or (ii) if DBAG has both a long-term credit rating and BSFP (or its Credit Support Provider) does not have a short-term credit rating from Moody’sS&P, and either its the unsecured, long-term unsecured and unsubordinated senior debt rating is withdrawn obligations of BSFP (or reduced its Credit Support Provider) are rated below “A2A+” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&PS&P. For the avoidance of doubt, the “parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to qualify as a Swap Rating Agencies”Agreement for purposes of the payment priorities in Sections 4.1 and 4.7 of the Transfer and Servicing Agreement. During any period in which a Collateralization Event is occurring, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, BSFP shall 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 according to the Rating Agency Condition and at its own expenseterms of an ISDA 1994 New York Law Credit Support Annex, 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 substitute counterparty that (a) is reasonably acceptable to Counterparty and approved in writing by the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty (as set forth defined in the Transfer and Servicing Agreement), (ib) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (iic) aboveassumes the obligations of BSFP under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Counterparty) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that BSFP shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. For purposes of To the extent that BSFP elects or is required to post collateral pursuant to this provision, “Section 13. BSFP shall request its legal counsel to deliver to each applicable 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 each within thirty (30) calendar days of the Swap Rating Agencies then providing a rating occurrence of such Collateralization Event an opinion as to the enforceability 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 Certificates or any NoteISDA Credit Support Annex.

Rating Agency Downgrade. In the event that DBAG(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2A-1” by Moody’s S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term credit rating from Moody’s, such party’s long-term rating is withdrawn or reduced below “P-1” 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&PS&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, DBAG 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 and at its own expense, either (i) cause seek another entity to replace DBAG IXIS 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, DBAGIXIS’s obligations under this Agreement, Agreement or (iii) post collateral which that will be sufficient to restore the immediately prior ratings of the Certificates and the Notes. IXIS’s failure to do any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 foregoing shall, subject to at the Rating Agency Condition and at its own expenseCounterparty’s option, either (i) cause another entity to replace DBAG constitute an Additional Termination Event with 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, 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) aboveAffected 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 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAG(i) Wachovia’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P orS&P, or if DBAG has both a longsuch short-term credit debt rating and is below “A-1” or Wachovia does not have a short-term credit debt rating from Moody’sS&P, and either its Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A+” by S&P, or (ii) Wachovia’s long-term unsecured and unsubordinated debt rating is reduced below “A1” by Moody’s or its short-term credit unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1P1” 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, 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Wachovia 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, DBAGWachovia’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement 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 and any Notesor Notes unrelated to the Collateral Rating Downgrade Event has occurred since the Collateral Rating Downgrade Event). 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 DBAGWachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below S&P (a “P-2” by Moody’sRequired Rating Downgrade Event”), then within 10 days Business Days after such rating withdrawal or downgrade, DBAG Wachovia shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGWachovia’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 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 any Certificates or any NoteNotes. 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 Notwithstanding anything else to the contrary herein, in the event that DBAG’s the short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below “"A-1” " by S&P or, if DBAG has both a long-term credit rating and a or its short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "P-1" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Mxxxx’x (and together with 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, DBAG 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 Condition and Insurance 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 DBAG Party A 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, DBAGParty A’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesthat were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the 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 Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In that were rated when issued and/or 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sNIMS (if any), then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject without regard to the Rating Agency Condition and at its own expenseInsurance Policies, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds if any, issued by 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 Note Insurer and/or 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 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 Certificates or any NoteBackup Note Insurer.

Rating Agency Downgrade. In the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is reduced below “A-1” "AA-" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 's (and together with togexxxx 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, DBAG 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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAG’s BSFP's obligations under this Agreement. 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 either casethe event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P, DBAG shall deliver collateral acceptable then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2A-1” by Moody’s S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term credit rating from Moody’s, such party’s long-term rating is withdrawn or reduced below “P-1” 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&PS&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, DBAG 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 and Condition, at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 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 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 Certificates or any Note.IXIS’s

Rating Agency Downgrade. In the event that DBAG(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, or (ii) if DBAG IXIS or IXIS Corporate & Investment Bank has both a long-long- term credit rating and a short-term credit rating from Moody’sMxxxx’x, and either its such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A1” by MoodyMxxxx’x or such party’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 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&PS&P and 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 downgrade, DBAG 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 and at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 of, another person with the Approved Rating Thresholds Thresholds, to honor, DBAGhonor IXIS’s obligations under this Agreement. In either casethe event that IXIS is unable to comply with (i) and (ii) of this Section (k) within 30 days after such downgrade, DBAG IXIS shall deliver collateral acceptable post collateral, subject to the Swap Rating Agencies Agency Condition, until DBAG has made such transfer or obtained a guaranty as set forth in it can comply with (i) and (ii) above. In the 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 the 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 foregoing shall, at the Counterparty’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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG(i) Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P S&P, or, if DBAG has both a long-term credit rating and in the event that Party A does not have a short-term credit rating from Moody’sS&P, and either its if Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A+” by S&P, or (ii) Party A’s long-term unsecured and unsubordinated debt rating is reduced below “A1” by Moody’s or its short-term credit unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1P1” 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&PMoody’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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Party A 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, DBAGParty A’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 DBAGParty A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below S&P (a “P-2” by Moody’sRequired Rating Downgrade Event”), then within 10 ten (10) calendar days after such rating withdrawal or downgrade, DBAG Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 a contingent agreement of another person with the Approved Rating Thresholds Thresholds, to honor, DBAGParty A’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 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 any Certificates or any NoteNotes. 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 DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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, DBAGBSFP’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and Certificates. BSFP’s failure to do any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesforegoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party. 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 DBAGBSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days Business Days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’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 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG 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 and Condition, at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 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 Certificates or and any NoteNotes.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’sMxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced to or below “A2A1” (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 ’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” (on watch for downgrade) (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 Moody’s 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 Rating 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 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 Certificates or any Note.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is reduced below “A-1” "AA-" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Mxxxx'x (and together with 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, DBAG 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 and at its own expenseCondition, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAG’s BSFP's obligations under this Agreement. 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 either casethe event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P, DBAG shall deliver collateral acceptable then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE6, Asset-Back Certificates, Series 2005-HE6 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE6 NIM Trust 2005-1, Asset-Backed Notes, Series 2005-HE6 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe 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 each any 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAG(i) Wachovia’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P orS&P, or if DBAG has both a longsuch short-term credit debt rating and is below “A-1” or Wachovia does not have a short-term credit debt rating from Moody’sS&P, and either its Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A+” by S&P, or (ii) Wachovia’s long-term unsecured and unsubordinated debt rating is reduced below “A1” by Moody’s or its short-term credit unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1P1” 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, 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Wachovia 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, DBAGWachovia’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement 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 and any Notesor Notes unrelated to the Collateral Rating Downgrade Event has occurred since the Collateral Rating Downgrade Event). 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 DBAGWachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below S&P (a “P-2” by Moody’sRequired Rating Downgrade Event”), then within 10 days Business Days after such rating withdrawal or downgrade, DBAG Wachovia shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGWachovia’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 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 any Certificates or any NoteNotes. 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 DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with 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, DBAG each of S&P and Fitch (and together with S&P, Moodys and DBRS, the “Swap Rating Agencies”), has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense and subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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, DBAGBSFP’s obligations under this Agreement, Agreement or (iii) post collateral which will be sufficient collateral. BSFP’s failure to restore the immediately prior ratings do any of the Certificates and any Notesforegoing shall, or (iv) establish any other arrangement which will be sufficient to restore at the immediately prior ratings of Counterparty’s option, constitute an Additional Termination Event with BSFP as the Certificates and any NotesAffected Party. 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 DBAGBSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days Business Days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” "A+" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "A1" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 's (and together with S&P, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade, DBAG downgrade BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Securities Administrator (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, DBAG’s BSFP's obligations under this Agreement; provided that such other person is approved by the Securities Administrator, such approval not to be unreasonably withheld, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating 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 in a form and amount acceptable to Standard and Poor's Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) aboveNotes. 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 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 Certificates or any NoteNEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that DBAG’s the short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below “"A-1” " by S&P or, if DBAG has both a long-term credit rating and a or its short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “"P-1” " by Moody’s (and together with 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, DBAG 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 Condition and Insurance 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 DBAG Party A 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, DBAGParty A’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesthat were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the 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 Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In that were rated when issued and/or 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sNIMS (if any), then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject without regard to the Rating Agency Condition and at its own expenseInsurance Policies, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds if any, issued by 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 Note Insurer and/or 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 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 Certificates or any NoteBackup Note Insurer.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-Party A's short term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "F-1" by Moody’s or Fitch, Inc. ("Fitch"), its short-short term credit unsecured and unsubordinated debt rating is withdrawn or reduced to below “"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 Fitch and S&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), DBAG shall, subject to the Rating Agency Condition then Party A shall (1) obtain a replacement ISDA Interest Rate and at its own expense, either (i) cause Currency Exchange Agreement and confirmation with another entity to replace DBAG as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and approved by 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, DBAG’s Party A's obligations under this AgreementMaster Agreement and the related Confirmation; provided that such other person is approved by Party B, such approval not to be unreasonably withheld, (iii3) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, Certificates; or (iv4) establish any other arrangement satisfactory to the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating 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 Certificates; provided 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 each case that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing Trust Administrator has received a rating of the Certificates and any Notes and receive letter 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 confirming the then-current rating of the Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” "AA-" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s 's (and together with S&PS&P and Fitch, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, and that is approved by the Trustee (iiwhich approval shall not be unreasonably withheld) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating 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 Thresholds, to honor, DBAG’s BSFP's obligations under this Agreement. In either case; provided that such other person is approved by the Trustee , DBAG shall deliver collateral acceptable such approval not to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) abovebe unreasonably withheld. 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 each any 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 Certificates or any NoteCertificates. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2” 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&PS&P and Moody’s, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. 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 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 Rating 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 Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with S&PS&P and DBRS, 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, DBAG shalleach such Swap Rating Agency, subject to as applicable, has reconfirmed the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings rating of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the was in effect immediately prior ratings of the Certificates and any 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after to such rating withdrawal or downgrade), DBAG BSFP shall, at its own expense, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In either casethe event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such a downgrade, DBAG shall deliver collateral acceptable a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 Agreement, the occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agency 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 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 Certificates or and any NoteNotes.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with 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, DBAG 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 and at its own expense, either (i) cause another entity to replace DBAG 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, Thresholds to honor, DBAGBSFP’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 Certificates and any 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 Certificates and any 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 DBAGBSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 business days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either caseBSFP’s failure to do any of the foregoing shall, DBAG shall deliver collateral acceptable to at the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty Counterparty’s option, constitute an Additional Termination Event with BSFP as set forth in (i) and (ii) abovethe Affected 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 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-then current rating of the Certificates or any NoteNotes.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that DBAG’s the short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a or its short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with 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, DBAG 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 Condition and Insurance 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 DBAG Party A 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, DBAGParty A’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesthat were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the 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 Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In that were rated when issued and/or 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sNIMS (if any), then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject without regard to the Rating Agency Condition and at its own expenseInsurance Policies, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds if any, issued by 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 Note Insurer and/or 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 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 Certificates or any NoteBackup Note Insurer.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt (x) any of the Rating Agencies downgrades Barclays' rating is reduced below “A-1” by S&P orthe Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if DBAG applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays has both only a long-term credit rating, a rating of at least "A2" by Moody's, or (y) if Barclays has a long-term rating and a short-term credit rating, a rating from Moody’sof at least "A3" or "P2", and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” if applicable, by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade, DBAG Barclays shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, DBAG’s honor Barclays' obligations under this Agreement, (iii) post collateral which will 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 ISDA Credit Support Annex shall be sufficient made a credit support document for Barclays pursuant to restore the immediately prior ratings of the Certificates and any Notesan amendment to this Agreement, or (iv) establish any take other arrangement which will be sufficient steps, if any, to restore enable the immediately prior ratings of Trust to satisfy the Certificates and any NotesRating Agency Condition. In Notwithstanding the foregoing, in the event that DBAG’s long-Barclays' long term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-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’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG Barclays shall, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause another entity to replace DBAG Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty 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 within 10 days from such transfer or obtained a guaranty as set forth in (i) and (ii) aboveratings withdrawal. 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 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 Agency 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 or Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any Note.of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, to whom all of Barclays' interests and obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1Aa3” by Moody’s (and together with togethex 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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, DBAGBSFP’s obligations under this Agreement, or (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and Certificates. BSFP’s failure to do any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesforegoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party. 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 DBAGBSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days Business Days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’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 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 Certificates or any Noteand Notes.

Rating Agency Downgrade. In the event that DBAG(i) Party 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 orS&P, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its or (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2A1” by Moody’s Xxxxx’x or its short-term credit unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1P1” by MoodyXxxxx’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 Xxxxx’x (and together with S&PS&P and DBRS, 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, DBAG 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 and at its own expenseCondition, either (i) cause seek another entity to replace DBAG Party A 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, DBAGParty A’s obligations under this Agreement, or (iii) post collateral which will be sufficient equal to restore the immediately prior ratings amount required pursuant to the then-current published criteria of the Certificates and any Notesapplicable Swap Rating Agency (or, or if there is no such criteria, an amount equal to Party B’s “Exposure” (ivas such term is defined in the CSA) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesTransaction) 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 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 DBAGParty A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3BBB-” by Moody’s or its short-term credit rating is reduced below S&P (a “P-2” by Moody’sRequired Rating Downgrade Event”), then within 10 days Business Days after such rating withdrawal or downgrade, DBAG Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG 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 a contingent agreement of another person with the Approved Rating Thresholds Thresholds, to honor, DBAGParty A’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 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 any Certificates or 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”). The failure by Party A to comply with any Note.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 DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s’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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. In Notwithstanding the previous sentence, 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that DBAG’s the short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a or its short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with 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, DBAG 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 Condition and Insurance 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 DBAG Party A 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, DBAGParty A’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesthat were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the 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 Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In that were rated when issued and/or 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sNIMS (if any), then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject without regard to the Rating Agency Condition and at its own expenseInsurance Policies, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds if any, issued by 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 Note Insurer and/or 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 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 Certificates or any NoteBackup Note Insurer.

Rating Agency Downgrade. In the event that DBAG’s shortBSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” "AA-" by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” "Aa3" by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx'x (and together with S&PS&P and Fitch, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and Condition, at its own expense, either (i) cause another entity to replace DBAG 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, DBAG’s BSFP's obligations under this Agreement, (iii) post collateral satisfactory to each Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In Certificates, or (v) 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 BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” "BBB-" by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sS&P , then within 10 business days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and BSFP shall at its is own expense, either (i) expense cause another entity to replace DBAG 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, 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) aboveRatings Thresholds. 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 each any 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 die proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates or any NoteCertificates. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1AA-” by S&P orStandard and Poor’s Ratings Services, if DBAG has both a longdivision of the MxXxxx-term credit rating and a short-term credit rating from Moody’sXxxx Companies, and either Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s Mxxxx’x Investors Service, Inc., or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s any successor thereto (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’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 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 Certificates or any Note. NEITHER THE BEAR SXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR SXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that (i) DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P orS&P, (ii) DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “A” by Fitch or its short-term credit rating is reduced below “F1” by Fitch, or (iii) 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1P1” 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, DBRS and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesnotes, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notesnotes. 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 is withdrawn 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 rxxxxx xs reduced below “P-2” by Moody’s, then within 10 days after such rating xxxx xating withdrawal or downgrade, DBAG shall, subject to the Rating 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 Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P orS&P, 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 “A2Aa3” by Moody’s Mxxxx’x, or if rated by Fitch ("Fitch") and the unsecured debt rating of Party A, or its short-term credit rating Credit Support Provider, is withdrawn by or reduced below “P-1” "A" (long term) or "F-1" (short term) by Moody’s Fitch (and together with S&PS&P and Mxxxx’x, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG BSFP shall, at its own expense and subject to the Rating Agency Condition and at its own expenseCondition, 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 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 Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either casethe event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, DBAG shall deliver collateral acceptable then within 10 business days after such rating withdrawal or downgrade, BSFP, at it’s own expense and subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition, shall either (i) and cause 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) aboveobtain 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s Xxxxx’x (and together with S&PS&P and DBRS, 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, DBAG shalleach such Swap Rating Agency, subject to as applicable, has reconfirmed the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings rating of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the was in effect immediately prior ratings of the Certificates and any 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 Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after to such rating withdrawal or downgrade), DBAG BSFP shall, at its own expense, subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause seek another entity to replace DBAG 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 Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In either casethe event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such a downgrade, DBAG shall deliver collateral acceptable a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in Agency Condition and at its own expense, either (i) and 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) aboveobtain 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 Agreement, the occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agency 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 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 Certificates or and any NoteNotes.

Rating Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P 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 “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating 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, (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, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any NotesCertificates. 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 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 Rating 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 Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, 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 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 Certificates or any NoteCertificates.

Rating Agency Downgrade. In the event that DBAGBSFP’s shortlong-term unsecured and unsubordinated debt rating is reduced below “A-1AA-” by S&P orStandard and Poor’s Ratings Services, if DBAG has both Inc., a longdivision of the MxXxxx-term credit rating and a short-term credit rating from Moody’sXxxx Companies, and either Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2Aa3” by Mxxxx’x Investors Service, Inc. (“Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s ’s”) (and together with S&PS&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, DBAG BSFP shall, at its own expense and subject to the Rating Agency Condition and at its own expenseCondition, either (i) cause secure another entity to replace DBAG 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, DBAGBSFP’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish take any other arrangement which will be sufficient to restore action that satisfies the immediately prior ratings of the Certificates and any NotesRating Agency Condition. In the event that DBAGBSFP’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 (a “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’sRequired Rating Downgrade Event”), then within 10 days Business Days after such rating withdrawal or downgrade, DBAG BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace DBAG BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds Thresholds, to honor, DBAGBSFP’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to or (iii) take any other action that satisfies the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) aboveAgency 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 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 Certificates or any Notethe 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”).