Common use of Rating Agency Downgrade Clause in Contracts

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a In the event that BSFP’s long-term unsecured and unsubordinated debt rating is reduced below “AA-” by Standard and Poor’s Ratings Event Services, Inc. (as defined below“S&P”) occurs or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc. (“Moody’s” and together with respect to Party A S&P and Dominion Bond Ratings Service (or any applicable credit support provider“DBRS”), the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then Party A within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Cerificates 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, (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (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 any other action that satisfies the Rating Agency Condition. BSFP’s failure to do any of the foregoing shall constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition and at its own expense, (i) assign secure another entity to replace BSFP as party to this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event Agreement that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, exceeds the Approved Ratings Rating Thresholds (as defined below) on terms substantially similar to this Confirmation or Agreement, (ii) deliver collateralobtain a guaranty of, in an amount equal or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iii) take any other action that satisfies the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralRating Agency Condition. For purposes of this Transactionprovision, a "Ratings Event" shall occur “Rating Agency Condition” means, with respect to Party A (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 or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "Notes.

Rating Agency Downgrade. If 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 Ratings Event 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 (as defined below) occurs and together with respect to Party A (or any applicable credit support providerS&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then Party A shall within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) assign cause another entity to replace DBAG as party to this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event Agreement that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, exceeds the Approved Ratings Rating Thresholds (as defined below) on terms substantially similar to this Confirmation or Agreement, (ii) deliver collateralobtain a guaranty of, in an amount equal 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 Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in Certificates and any Notes. In the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" 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 least "P-1" by Moody's Investors Serviceits own expense, Inc. either ("Moody's"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 (including 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 connectxxx xxxh a merger(i) and (ii) above. For purposes of this provision, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless“Rating Agency Condition” means, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "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. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P and Moody’s has reconfirmed the rating of the Certificates and Notes which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal or (iv) establish any other arrangement, which will be sufficient to restore the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates and Notes. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "“P-1" ” by Moody's Investors Service, Inc. ("’s or its long-term unsecured and unsubordinated debt ceases to be rated at least “A1” by Moody's") ’s (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," .” If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Further Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates and Notes which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Thresholds. Only For purposes of this Transaction, a “Further Ratings Event” shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least “BBB-” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least “P-1” on watch for downgrade by Moody’s or its long-term unsecured and unsubordinated debt ceases to be rated at least “A2” on watch for downgrade by Moody’s (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in In the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its shortBSFP’s long-term unsecured and unsubordinated debt ceases to be rated at least "A-1" rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and at least "P-1" unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody's Investors Service’s (and together with S&P, Inc. ("Moody's") (including in connectxxx xxxh a mergerthe “Swap Rating Agencies”, consolidation and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," downgrade (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody'ssuch Swap Rating Agency, Fitch and S&P as applicable, has reconfirmed the ratings rating of the Securitxxx, xx applicableCertificates, which was in effect immediately prior theretoto such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. Only 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. For purposes of this provision, “Rating Agency Condition” means, with respect to such Ratings Event, "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 and Notes.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)Cap Provider, then Party A shall Cap Provider shall, at its is own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateralEligible Collateral in a form acceptable to Counterparty and with Valuation Percentages as determined in Counterparty's sole discretion, in an amount equal to the Exposure (as defined below), and an executed 1994 ISDA Credit Support Annex satisfactory (subject to the Trustee New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to Moody's, S&P's and Fitch's the applicable Rating Agencies' written confirmation 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 Securities. Threshold shall mean zero with respect to Cap Provider. Minimum Transfer Amounts shall mean zero. For the avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "Ratings EventRATINGS EVENT" shall occur with respect to Party A (or any applicable credit support provider)Cap Provider, if its short-term unsecured and unsubordinated debt counterparty credit rating ceases to be rated at least "A-1AA-" by S&P S&P, and at least "P-1Aa3" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar xxxxx ximilar transaction by Party A or any applicable credit support providerCap Provider) such ratings being referred to herein as the "Approved Ratings Thresholds," ", (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "the

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P and Moody's has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal or (iv) establish any other arrangement, which will be sufficient to restore the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "P-1" by Moody's Investors Service, Inc. (or its long-term unsecured and unsubordinated debt ceases to be rated at least "A1" by Moody's") 's (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds,." If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. Only For purposes of this Transaction, a "Further Ratings Event" shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least "BBB-" by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "P-1" on watch for downgrade by Moody's or its long-term unsecured and unsubordinated debt ceases to be rated at least "A2" on watch for downgrade by Moody's (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P and Moody's has reconfirmed the rating of the Certificates and Notes which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal or (iv) establish any other arrangement, which will be sufficient to restore the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates and Notes. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "P-1" by Moody's Investors Service, Inc. (or its long-term unsecured and unsubordinated debt ceases to be rated at least "A1" by Moody's") 's (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds,." If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates and Notes which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. Only For purposes of this Transaction, a "Further Ratings Event" shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least "BBB-" by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "P-1" on watch for downgrade by Moody's or its long-term unsecured and unsubordinated debt ceases to be rated at least "A2" on watch for downgrade by Moody's (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in In the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its shortBSFP’s long-term unsecured and unsubordinated debt ceases to be rated at least "A-1" rating is reduced below “AA-” by S&P or its long-term unsecured and at least "P-1" unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody's Investors ServiceXxxxx’x (and together with S&P, Inc. ("Moody's") (including in connectxxx xxxh a mergerthe “Swap Rating Agencies”, consolidation and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," downgrade (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody'ssuch Swap Rating Agency, Fitch and S&P as applicable, has reconfirmed the ratings rating of the Securitxxx, xx applicableCertificates, which was in effect immediately prior theretoto such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. Only BSFP’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to such Ratings Event, "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 receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)A, then Party A shall shall, at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or ), (ii) deliver collateral, Eligible Collateral in an amount (after taking the relevant Valuation Percentages into account) equal to the Exposure (as defined below), and an executed 1994 ISDA Credit Support Annex satisfactory (subject to the Trustee New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to Moody's, S&P's and Fitch's the applicable Rating Agencies' written confirmation 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 SecuritiesSecurities (such confirmation, a "RATING AGENCY CONFIRMATION"), or (iii) any other action subject to Rating Agency Confirmation. For the avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings EventRATINGS EVENT" shall occur with respect to Party A (or any applicable credit support provider)A, if its shortlong-term unsecured and unsubordinated debt rating ceases to be rated at least "A-1AA-" by S&P S&P, and at least "P-1Aa3" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support providerA) such ratings being referred to herein as the "Approved Ratings Thresholds," APPROVED RATINGS THRESHOLDS", (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch and S&P has the applicable Rating Agencies have reconfirmed the ratings rating of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior theretoto such withdrawal or downgrade). Only Notwithstanding the foregoing, in the event that Party A's long-term unsecured and unsubordinated debt rating is either (i) withdrawn or (ii) reduced below "BBB-" by S&P or "A2" by Moody's, or its unsecured, short-term debt obligation is reduced below "A-3" by S&P, then Party A shall, within ten (10) days of such reductions, at its own expense, and subject to Rating Agency Confirmation, (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty acceptable to the Rating Agencies of another person with respect the Approved Rating Thresholds to such Ratings Eventhonor Party A's obligations under this Agreement, "or (iii) take any other action subject to Rating Agency Confirmation. 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 Party A as

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in In the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its shortBSFP’s long-term unsecured and unsubordinated debt ceases to be rated at least "A-1" rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and at least "P-1" unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody's Investors Service’s (and together with S&P, Inc. ("Moody's") (including in connectxxx xxxh a mergerthe “Swap Rating Agencies”, consolidation and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," downgrade (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody'ssuch Swap Rating Agency, Fitch and S&P as applicable, has reconfirmed the ratings rating of the SecuritxxxSACO I Trust 2006-6, xx applicableMortgage Pass-Through Certificates, Series 2006-6 (the “Certificates”) and any notes, which was in effect immediately prior theretoto such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. Only 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. For purposes of this provision, “Rating Agency Condition” means, with respect to such Ratings Event, "any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and any notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and any notes.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)Cap Provider, then Party A shall Cap Provider shall, at its is own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, collateral acceptable in an a form and amount equal acceptable to the Exposure Standard and Poor's (as defined below"S&P"), Fitch Ratings ("Fitch") and Xxxxx'x Investors Service, Inc. ("Moody's"), an executed ISDA Credit Support Annex (reasonably satisfactory to the Trustee Counterparty and S&P, Fitch and Xxxxx'x), within thirty (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation from S&P, Fitch 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 SecuritiesCertificates. For the avoidance of doubt, a downgrade of the rating on the Securities certificates issued by the Chase Funding Loan Acquisition Trust, Series 2004-AQ1 (the "Certificates") could occur in the event that Party A Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), the Cap Provider if its short-long term unsecured and unsubordinated debt rating ceases to be rated at least "A-1A+" by S&P S&P, at least "A+" by Fitch Ratings and at least "P-1" by Moody's Investors Service, Inc. (A1"Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)A, then Party A shall shall, at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or ), (ii) deliver collateral, Eligible Collateral in an amount (after taking the relevant Valuation Percentages into account) equal to the Exposure (as defined below), and an executed 1994 ISDA Credit Support Annex satisfactory (subject to the Trustee New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to Moody's, S&P's and Fitch's the applicable Rating Agencies' written confirmation 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 SecuritiesSecurities (such confirmation, a "RATING AGENCY CONFIRMATION"), or (iii) any other action subject to Rating Agency Confirmation. For the avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings EventRATINGS EVENT" shall occur with respect to Party A (or any applicable credit support provider)A, if its shortlong-term unsecured and unsubordinated debt rating ceases to be rated at least "A-1AA-" by S&P S&P, and at least "P-1Aa3" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support providerA) such ratings being referred to herein as the "Approved Ratings Thresholds," APPROVED RATINGS THRESHOLDS", (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch and S&P has the applicable Rating Agencies have reconfirmed the ratings rating of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior theretoto such withdrawal or downgrade). Only Notwithstanding the foregoing, in the event that Party A's long-term unsecured and unsubordinated debt rating is either (i) withdrawn or (ii) reduced below "BBB-" by S&P or "A2" by Moody's, or its unsecured, short-term debt obligation is reduced below "A-3" by S&P, then Party A shall, within ten (10) days of such reductions, at its own expense, and subject to Rating Agency Confirmation, (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty acceptable to the Rating Agencies of another person with respect the Approved Rating Thresholds to such Ratings Eventhonor Party A's obligations under this Agreement, "or (iii) take any other action subject to Rating Agency Confirmation. Failure to satisfy the foregoing shall constitute an Additional Termination Reference Number: D16082263 Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE5 September 28, 2006 Page 12 of 18

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)Cap Provider, then Party A shall Cap Provider shall, at its is own expense, (i) assign this Transaction TranRaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, collateral acceptable in an a form and amount equal acceptable to the Exposure Standard and Poor's (as defined below"S&P"), Fitch Ratings ("Fitch") and Xxxxx'x Investors Service, Inc. ("Moody's"), an executed ISDA Credit Support Annex (reasonably satisfactory to the Trustee Counterparty and S&P, Fitch and Xxxxx'x), within thirty (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation from S&P, Fitch 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 SecuritiesCertificates. For the avoidance of doubt, a downgrade of the rating on the Securities certificates issued by the Chase Funding Loan Acquisition Trust, Series 2004-AQ1 (the "Certificates") could occur in the event that Party A Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), the Cap Provider if its short-long term unsecured and unsubordinated debt rating ceases to be rated at least "A-1A+" by S&P S&P, at least "A+" by Fitch Ratings and at least "P-1" by Moody's Investors Service, Inc. (Al"Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and FitchMoody's written confirmation 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 Securities (if any) or the Certificates (in the case of the Securities, without regard to the related insurance policies issued by the Securities Insurer and the Backup Securities Insurer). For avoidance of doubt, a downgrade of the rating on the Certificates or Securities (if any) could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch 's and S&P has reconfirmed the ratings of the SecuritxxxCertificates or Securities (if any), xx as applicable, which was in effect immediately prior theretothereto (in the case of the Securities, without regard to the related insurance policies issued by the Securities Insurer and the Backup Securities Insurer)). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support providerCredit Support Provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within twenty-one (3021) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to which will satisfy the Exposure (as defined below)then current rating agency criteria, and an executed 1994 ISDA Credit Support Annex satisfactory subject to the Trustee New York law, within twenty-one (3021) days of such Ratings Event and subject to Moody'seach of S&P’s, S&P's Fitch’s and Fitch's Xxxxx’x written confirmation 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 SecuritiesNotes. For avoidance of doubt, a downgrade of the rating ratings on the Securities Notes could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), Credit Support Provider) if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P and at least "“P-1" ” by Moody's Investors Service, Inc. ("Moody's") Xxxxx’x (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) Credit Support Provider), such ratings being referred to herein as the "“Approved Ratings Thresholds," ” (unless, within 30 twenty-one (21) days thereafter, each of Moody'sS&P, Fitch and S&P Xxxxx’x has reconfirmed the ratings of the SecuritxxxNotes, xx as applicable, which was were in effect immediately prior thereto). Only with respect to such Ratings Event, ".

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory Notwithstanding anything else to the Trustee within (30) days of such Ratings Event that meets or exceedscontrary herein, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that the short-term unsecured and unsubordinated debt rating of Party A does not post sufficient collateral. For purposes of this Transaction, a is withdrawn or reduced below "Ratings EventA-1" shall occur with respect to Party A (by S&P or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least rating is withdrawn or reduced below "P-1" by Moody's Investors ServiceXxxxx'x (and together with S&P, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Swap Rating Agencies", and such rating thresholds, "Approved Ratings Rating Thresholds," "), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch and S&P such Swap Rating Agency has reconfirmed the ratings rating of the SecuritxxxCertificates that were rated when issued and/or the NIMS (if any), xx applicablewithout regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior thereto). Only with respect to such Ratings Eventwithdrawal or downgrade), "Party A, at its own expense, shall (i) obtain another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A's obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that 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 and the Backup Note Insurer (if any) and the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within thirty (30) days of such Ratings Event and subject to S&P’s, Moody's, S&P's ’s and Fitch's Xxxxx’x written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P and at least "“P-1" ” by Moody's Investors Service, Inc. ("Moody's") ’s (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," ” (unless, within 30 days thereafter, each of S&P, Moody's, ’s and Fitch and S&P has reconfirmed the ratings of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "“

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)Cap Provider, then Party A shall Cap Provider shall, at its is own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateralEligible Collateral in a form acceptable to Counterparty and with Valuation Percentages as determined in Counterparty's sole discretion, in an amount equal to the Exposure (as defined below), and an executed 1994 ISDA Credit Support Annex satisfactory (subject to the Trustee New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to Moody's, S&P's and Fitch's the applicable Rating Agencies' written confirmation 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 Securities. Threshold shall mean zero with respect to Cap Provider. Minimum Transfer Amounts shall mean zero. For the avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "Ratings EventRATINGS EVENT" shall occur with respect to Party A (or any applicable credit support provider)Cap Provider, if its short-term unsecured and unsubordinated debt counterparty credit rating ceases to be rated at least "A-1AA-" by S&P S&P, and at least "P-1Aa3" by Moody's Investors Service, Inc. ("Moody's") Xxxxx'x (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support providerCap Provider) such ratings being referred to herein as the "Approved Ratings Thresholds," ", (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch and S&P has the applicable Rating Agencies have reconfirmed the ratings rating of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior theretoto such withdrawal or downgrade). Only with respect to such Ratings Event, "Exposure" shall mean the following: (i) the xxxx - to-market value of the Transaction as of the Valuation Date as such term is defined in the 1994 ISDA Credit Support Annex (subject to New York law). The provisions of Section 6(c) shall apply to Counterparty. In the event that the parties hereto execute a 1994 ISDA Credit Support Annex upon the occurrence of a Ratings Event, Cap Provider shall request its legal counsel to deliver to S&P, Fitch and Xxxxx'x an opinion as to the enforceability of the Agreement and the 1994 ISDA Credit Support Annex.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and FitchMoody's written confirmation 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 Securities (if any) or the Certificates (in the case of the Securities, without regard to the related insurance policies issued by the Securities Insurer and the Backup Securities Insurer). For avoidance of doubt, a downgrade of the rating on the Certificates or Securities (if any) could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch Xxxxx'x and S&P has reconfirmed the ratings of the SecuritxxxCertificates or Securities (if any), xx as applicable, which was in effect immediately prior theretothereto (in the case of the Securities, without regard to the related insurance policies issued by the Securities Insurer and the Backup Securities Insurer)). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to which will satisfy the Exposure (as defined below)then current rating agency criteria, and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&PFitch's and FitchS&P's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Xxxxx'x Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, ".

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)A, then Party A shall shall, at its own expense, (i) assign this Transaction Transactions hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within thirty (30) days of such Ratings Event and subject to Moody's, S&P's and FitchMoody's written confirmation 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 SecuritiesCertificates and the Notes, without regard to the Insurance Policies, if any, issued by the Note Insurer or the Backup Note Insurer. For avoidance of doubt, a downgrade of the rating on the Securities Certificates could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider)A, if its short-term unsecured and unsubordinated debt ceases certificates of deposit cease to be rated at least "A-1" by S&P S&P, and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support providerA) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch 's and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicableCertificates, which was in effect immediately prior thereto). to such withdrawal or downgrade) Only with respect to such Ratings Event, "Exposure" shall mean the greater of the following: (i) the mark-to-market value of the Transaxxxxn as of the Valuation Date (as such term is defined in the ISDA Credit Support Annex); (ii) the amount of the next payment due under the Transaction and (iii) one percent of the Notional Amount for the respective Calculation Period.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee Securities Administrator within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee Securities Administrator within (30) days of such Ratings Event and subject to Moody's, S&PFitch's and FitchS&P's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)BSFP, then Party A shall BSFP shall, at its is own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee (which shall thereafter be a Credit Support Document for purposes of this Agreement), within thirty (30) days of such Ratings Event and subject to Moody's, S&PFitch's and FitchS&P's written confirmation 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 any of the SecuritiesOffered Certificates. For the avoidance of doubt, a downgrade of the rating on the Securities one or more Classes of Offered Certificates could occur in the event that Party A BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings EventRATINGS EVENT" shall occur with respect to Party A (or any applicable credit support provider)BSFP, if its short-term unsecured and unsubordinated debt counterparty credit rating ceases to be rated at least "A-1AA-" by S&P S&P, and at least "P-1Aa3" by Moody's Investors Service, Inc. ("Moody's") Mxxxx'x (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support providerBSFP) such ratings being referred to herein as the "Approved Ratings Thresholds," APPROVED RATINGS THRESHOLDS", (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody's, Fitch and S&P has reconfirmed the its ratings of the Securitxxx, xx applicableOffered Certificates, which was were in effect immediately prior thereto)to such withdrawal or downgrade. Only with respect to such Ratings Event, "EXPOSURE" shall mean the following: (i) the mark-to-market value of the Transaction as of the Valuation Date as such term is defined in the ISDA Credit Support Annex, but which in any event shall include the Business Day prior to the date on which the collateral is initially posted and at least one Business Day in each week thereafter.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to which will satisfy the Exposure (as defined below)then current rating agency criteria, and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&PFitch's and FitchS&P's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Service, Inc. Inx. ("MoodyXxody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, ".

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)Cap Provider, then Party A shall Cap Provider shall, at its is own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateralcollateral acceptable in a form and amount acceptable to Standard and Poor's Ratings Group (a division of XxXxxx-Xxxx) ("S&P"), in an amount equal Fitch Ratings ("Fitch") and Xxxxx'x Investors Service, Inc. ("Moody's") pursuant to the Exposure (as defined below), and terms of an executed ISDA Credit Support Annex (reasonably satisfactory to the Trustee Counterparty and S&P, Fitch and Xxxxx'x), within thirty (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation from S&P, Fitch 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 SecuritiesCertificates (as defined below). For the avoidance of doubt, (a) Cap Provider shall either assign pursuant to subparagraph (i) or deliver collateral pursuant to subparagraph (ii) of the preceding sentence solely at its option, and (b) a downgrade of the rating on the Securities certificates issued by the Chase Funding Loan Acquisition Trust, Series 2004-OPT1 (the "Certificates") could occur in the event that Party A Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), the Cap Provider if its short-term long term, senior unsecured and unsubordinated debt rating ceases to be rated at least "A-1A" by S&P S&P, at least "A" by Fitch Ratings and at least "P-1A2" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) of such Cap Provider such ratings being referred to herein as the "Approved Ratings Thresholds," ", (unless, within 30 days thereafterafter such withdrawal or downgrade, each of Moody'sXxxxx'x, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates which was in effect immediately prior thereto). Only with respect to such Ratings Event, "withdrawal or downgrade).

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee Counterparty within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee Counterparty within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "Exposure" shall mean the greater of the following: (i) the mark-to-market value of the Transaction as of the Valuation Date (as such term is defined in the ISDA Credit Support Annex); (ii) the amount of the next payment due under the Transaction and (iii) one percent of the Notional Amount for the respective Calculation Period.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to which will satisfy the Exposure (as defined below)then current rating agency criteria, and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to S&P’s, Moody's’s, S&P's and Fitch's Fxxxx’x written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P and S&P, at least "“P-1" ” by Moody's Investors Service’s, Inc. ("Moody's") and “F-1” by Fitch (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," ” (unless, within 30 days thereafter, each of Moody'sS&P, Mxxxx’x, and Fitch and S&P has reconfirmed the ratings of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, ".

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this the Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) subject to the Rating Agency Condition, obtain a guaranty in form and substance satisfactory to Party B, of another person with the Approved Rating Thresholds to honor Party A’s obligations under this Agreement, provided that such other person is approved by Party B, such approval not to be unreasonably withheld, or (iii) subject to the Rating Agency Condition, deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee ) within thirty (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralan executed ISDA Credit Support Annex as soon as practicable. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt is reduced below “A-1” by S&P or ceases to be rated at least "A-1" by S&P and at least "“P-1" ” by Moody's Investors Service, Inc. ("Moody's") ’s (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). .” Only with respect to such Ratings Event, "“

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P, Fitch and Moody’s has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal to the Exposure or (as defined below), and an executed ISDA Credit Support Annex iv) establish any other arrangement satisfactory to each Rating Agency, which will be sufficient to restore the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "“P-1" ” by Moody's Investors Service, Inc. ("Moody's") ’s (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," .” If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. Only For purposes of this Transaction, a “Further Ratings Event” shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least “BBB-” by S&P (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee Counterparty within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee Counterparty within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Moxxx'x Xnvestors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody'sMoxxx'x, Fitch and S&P has reconfirmed the ratings of the SecuritxxxSecurities, xx as applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "Exposure" shall mean the greater of the following: (i) the maxx-xo-market value of the Transaction as of the Valuation Date (as such term is defined in the ISDA Credit Support Annex); (ii) the amount of the next payment due under the Transaction and (iii) one percent of the Notional Amount for the respective Calculation Period.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee Securities Administrator within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee Securities Administrator within (30) days of such Ratings Event and subject to Moody's, S&PFitch's and FitchS&P's written confirmation 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 Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)UBS AG, then Party A shall UBS AG shall, at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) business days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds Rating Threshold (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateralcollateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Service, in an amount equal to a division of the Exposure XxXxxx-Xxxx Companies Inc. (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee “S&P”) within thirty (30) business days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation from S&P 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 SecuritiesNotes. For the avoidance of doubt, a downgrade of the rating on MASTR Asset Securitization Trust 2006-1, Mortgage Pass Through Certificates, Series 2006-1 (the Securities “Certificates”) could occur in the event that Party A UBS AG does not post sufficient collateral. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), the UBS AG if its short-long term unsecured and unsubordinated debt rating ceases to be rated at least "A-1" “A+” by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings rating being referred to individually herein as the "“Approved Ratings Thresholds," Threshold”), (unless, within 30 business days thereafter, each of Moody's, Fitch and after such withdrawal or downgrade S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Notes which was in effect immediately prior thereto). Only with respect to such Ratings Event, "withdrawal or downgrade).

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider)UBS AG, then Party A shall UBS AG shall, at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within thirty (30) business days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds Rating Threshold (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateralcollateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Service, in an amount equal to a division of the Exposure XxXxxx-Xxxx Companies Inc. (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee “S&P”) within thirty (30) business days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation from S&P 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 SecuritiesNotes. For the avoidance of doubt, a downgrade of the rating on MASTR Asset Securitization Trust 2006-2, Mortgage Pass Through Certificates, Series 2006-2 (the Securities “Certificates”) could occur in the event that Party A UBS AG does not post sufficient collateral. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), the UBS AG if its short-long term unsecured and unsubordinated debt rating ceases to be rated at least "A-1" “A+” by S&P and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings rating being referred to individually herein as the "“Approved Ratings Thresholds," Threshold”), (unless, within 30 business days thereafter, each of Moody's, Fitch and after such withdrawal or downgrade S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Notes which was in effect immediately prior thereto). Only with respect to such Ratings Event, "withdrawal or downgrade).

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P and Mxxxx'x has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal or (iv) establish any other arrangement, which will be sufficient to restore the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "P-1" by Moody's Investors Service, Inc. (Mxxxx'x or its long-term unsecured and unsubordinated debt ceases to be rated at least "Moody's") A1" by Mxxxx'x (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds,." If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. Only For purposes of this Transaction, a "Further Ratings Event" shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least "BBB-" by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "P-1" on watch for downgrade by Mxxxx'x or its long-term unsecured and unsubordinated debt ceases to be rated at least "A2" on watch for downgrade by Mxxxx'x (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P and Mxxxx’x has reconfirmed the rating of the Certificates which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal to the Exposure or (as defined below), and an executed ISDA Credit Support Annex iv) establish any other arrangement satisfactory to each Rating Agency, which will be sufficient to restore the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "“P-1" ” by Moody's Investors Service, Inc. ("Moody's") Mxxxx’x (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," .” If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. Only For purposes of this Transaction, a “Further Ratings Event” shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least “BBB-” by S&P (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "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 Rating Agency then providing a rating of the Certificates and receive from each Rating 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.

Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall shall, within (30) days of such Ratings Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expenseexpense (unless, within 30 days of such Ratings Event, each of S&P and Xxxxx’x has reconfirmed the rating of the Certificates and Notes which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or Confirmation, (ii) deliver obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance, (iii) post collateral, in an amount equal or (iv) establish any other arrangement, which will be sufficient to restore the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateralCertificates and Notes. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "“A-1" ” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least "“P-1" ” by Moody's Investors Service, Inc. ("Moody's") Xxxxx’x or its long-term unsecured and unsubordinated debt ceases to be rated at least “A1” by Xxxxx’x (including in connectxxx xxxh connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds," .” If a Further Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (10) days of such Downgrade Event subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (unless, within 30 10 days thereafterof such Ratings Event, each of Moody's, Fitch and S&P has reconfirmed the ratings rating of the Securitxxx, xx applicable, Certificates and Notes which was in effect immediately prior theretoto such Further Ratings Event), (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this Confirmation or (ii) obtain a guaranty of Party A’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold. Only For purposes of this Transaction, a “Further Ratings Event” shall occur with respect to such Ratings EventParty A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least “BBB-” by S&P or its short-term unsecured and unsubordinated debt ceases to be rated at least “P-1” on watch for downgrade by Xxxxx’x or its long-term unsecured and unsubordinated debt ceases to be rated at least “A2” on watch for downgrade by Xxxxx’x (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider). "