Common use of Rating Agency Downgrade Clause in Contracts

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, 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. 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 any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and Notes.

Rating Agency Downgrade. In (a) If BSFP fails to satisfy the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Required Ratings (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”a "Ratings Event"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, expense and subject to the Rating Agency Condition, either either (i) seek another assign this Transaction to an entity that satisfies (or whose credit support provider satisfies) the Required Ratings; (ii) deliver collateral, and an executed ISDA Credit Support Annex; (iii) obtain a guaranty of an entity that satisfies the Required Rating to replace guaranty BSFP's obligations under this Transaction; or (iv) take any other action that satisfies the Rating Agency Condition; provided that the failure by BSFP as party to take any action specified in (i)-(iv) above on or prior to the 30th calendar day after such Ratings Event shall constitute an Additional Termination Event under the ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Agreement Transaction shall be the sole Affected Transaction. (b) If BSFP fails to satisfy the Replacement Ratings (a "Replacement Event"), then BSFP shall, at its own expense and subject to the Rating Agency Condition, either: (i) assign this Transaction to an entity that meets satisfies (or exceeds whose credit support provider satisfies) the Approved Rating Thresholds on terms substantially similar to this Agreement or Required Ratings; (ii) obtain a guaranty of, or a contingent agreement of another person with an entity that satisfies the Approved Required Rating Thresholds, to honor, guaranty BSFP’s 's obligations under this Agreement. BSFP’s Transaction; or (iii) take any other action that satisfies the Rating Agency Condition; provided that the failure by BSFP to do take any of action specified in (i)-(iii) above on or prior to the foregoing shall, at the Counterparty’s option, 10th Local Business Days after such Replacement Event shall constitute an Additional Termination Event with BSFP as under the Affected Party. For purposes of this provision, “Rating Agency Condition” means, ISDA Form Master Agreement with respect to any particular proposed act or omission to act hereunder that which BSFP shall be the party acting or failing to act must consult with any of sole Affected Party and this Transaction shall be the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and Notes.sole Affected Transaction. As used herein,

Rating Agency Downgrade. In the event that BSFP’s (x) any of the Rating Agencies downgrades Barclays' rating below the Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays has only a long-term unsecured and unsubordinated debt rating, a rating is withdrawn of at least "A2" by Moody's, or reduced below “AA-” by S&P or its (y) if Barclays has a long-term unsecured rating and unsubordinated debt a short-term rating, a rating is withdrawn of at least "A3" or reduced below “Aa3” "P2", if applicable, by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP Barclays shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, BSFP’s honor Barclays' obligations under this Agreement, (iii) collateralize its exposure to the Trust pursuant to an ISDA Credit Support Annex substantially in the form attached hereto as Exhibit A; provided that such ISDA Credit Support Annex shall be made a credit support document for Barclays pursuant to an amendment to this Agreement, or (iv) take other steps, if any, to enable the Trust to satisfy the Rating Agency Condition. BSFP’s failure to do any of Notwithstanding the foregoing foregoing, in the event that Barclays' long term rating or short term rating is withdrawn by S&P, it shall, at subject to the Counterparty’s optionRating Agency Condition, constitute an Additional Termination Event with BSFP cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Affected PartyRequired Swap Counterparty Rating on terms substantially similar to this Agreement within 30 days from such ratings withdrawal. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap each Rating Agencies Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, to whom all of Barclays' interests and Notes.obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, expense and subject to the Rating Agency Condition, either (i) seek arrange for another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, BSFP’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates or (iv) take such other action that satisfies the Rating Agency Condition; provided, however, that if BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, BSFP shall, at its own expense and subject to the rating agency condition, not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P, either (i) arrange for another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. BSFP’s failure to do any of or (iii) take such other action that satisfies the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected PartyRating Agency Condition. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the any Certificates and or Notes.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or S&P, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Mxxxx’x, or if rated by Fitch ("Fitch") and the unsecured debt rating of Party A, or its Credit Support Provider, is withdrawn by or reduced below "A" (long term) or "F-1" (short term) by Fitch (and together with S&PS&P and Mxxxx’x, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, expense and subject to the Rating Agency Condition, either (i) seek cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. In the event that BSFP’s failure to do any of the foregoing 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 the Counterparty’s optionits own expense, constitute an Additional Termination Event with either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Affected PartyApproved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and 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 NotesCertificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1HE6, Asset-Back Certificates, Series 2005-TC1 HE6 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 HE6 NIM Trust 2005-1 1, Asset-Backed Notes, Series 2005-TC1 HE6 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) 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. 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 any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and Notes.

Rating Agency Downgrade. In the event that BSFP’s 's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"AA-” " by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"Aa3” " by Moody’s Xxxxx'x (and together with S&PS&P and Fitch, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s 's obligations under this Agreement. BSFP’s failure , (iii) post collateral satisfactory to do any each Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the foregoing shallCertificates, (iv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates, or (v) in the event 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 at the Counterparty’s option, constitute an Additional Termination Event with is own expense cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Affected PartyApproved Ratings Thresholds. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the die proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and NotesCertificates.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the NIMS Insurers (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement or 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. BSFP’s failure ; provided that such other person is approved by the NIMS Insurers, such approval not to do any be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the foregoing shallCertificates and any note insured by the NIMS Insurers, at or (iv) establish any other arrangement satisfactory to the Counterparty’s optionSwap Rating Agencies and the NIMS Insurers, constitute an Additional Termination Event with BSFP as which will be sufficient to restore the Affected Partyimmediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and 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 NotesCertificates.

Rating Agency Downgrade. In If a Ratings Event (as defined below) occurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the event Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that BSFPmeets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to each of Standard and Poor’s long-term unsecured Ratings Services, Inc. (“S&P’s”) and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Investors Service, Inc. (“Moody’s” and together with S&P, the “Swap Rating Agencies”) written coxxxxxxxion that delivery of such collateral in the context of such downgrade will not result in a withdrawal, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal qualification or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back then current ratings assigned to the Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, 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 (iiiii) obtain a guaranty ofwithin thirty (30) days acceptable to the Rating Agencies, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iv) take any other action within thirty (30) days that satisfies the Rating Agency Condition. BSFP’s failure to do any For the avoidance of doubt, a downgrade of the foregoing shallrating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, at the Counterpartya “Ratings Event” shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating is reduced below “AA-” by S&P, or “Aa3” by Moody’s option(including in connection with a merger, constitute an Additional Termination Event with BSFP consolidation or other similar transaction by BSFP) such ratings being referred to herein as the Affected Party“Approved Ratings Thresholds”, unless, within 30 days after such withdrawal or downgrade, each of Moody’s and S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect xxxxxxxtely prior to such withdrawal or downgrade. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates Certificates. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and Notesunsubordinated debt rating is either (i) withdrawn or (ii) reduced below “BBB-” by S&P, or its unsecured, short-term debt obligations is reduced below “A-3” by S&P then, BSFP shall, within (10) business days of such reduction, at its own expense, and satisfying the Rating Agency Condition, (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iii) take any other action that satisfies the Rating Agency Condition. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Form Master Agreement, with BSFP as the sole Affected Party.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such of S&P and Fitch (and together with S&P, Moodys and DBRS, the “Swap Rating Agency, as applicableAgencies”), has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, expense and 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, (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) post collateral. 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. 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 any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and NotesCertificates.

Rating Agency Downgrade. In the event that BSFP’s 's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"AA-” " by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “"Aa3” " by Moody’s 's (and together with S&PS&P and Fitch, the “"Swap Rating Agencies”", and such rating thresholds, “"Approved Rating Thresholds”"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Trustee (which approval shall not be unreasonably withheld) 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 's obligations under this Agreement. BSFP’s failure ; provided that such other person is approved by the Trustee , such approval not to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Partybe unreasonably withheld. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and NotesCertificates. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P Standard and Poor’s Ratings Service, a division of the XxXxxx-Xxxx Companies, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x Investors Service, Inc., or any successor thereto (and together with S&PS&P and Fitch Rating Services Inc., the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, unless within 30 days after such withdrawal or downgradethereafter, each such of the Swap Rating Agency, as applicable, Agencies has reconfirmed the rating ratings of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), Certificates which was were in effect immediately prior to such withdrawal or downgradethereto), BSFP shall, at its own expense, subject to the Rating Agency Condition, either at its own expense, (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. BSFP’s failure , or (iii) post collateral acceptable to do any the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected PartyCertificates. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates Certificates. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and Notes.unsubordinated debt rating is withdrawn or reduced below “BBB-“ by S&P, then, within 10 Business Days of such rating downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, seek another entity to replace itself as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement; provided that if a replacement cannot be found, the counterparty shall deliver a guarantee from an entity rated at least “A-“ or higher by S&P.”

Rating Agency Downgrade. In (1) It shall be a collateralization event (Collateralization Event) if (A) either (i) the event that BSFP’s unsecured, long-term unsecured senior debt obligations of BSFP (or its Credit Support Provider) are rated below "A1" by Xxxxx'x Investors Service, Inc. (Moody's) or are rated "A1" by Moody's and unsubordinated debt such rating is withdrawn on watch for possible downgrade (but only for so long as it is on watch for possible downgrade) or reduced (ii) the unsecured, short-term debt obligations of BSFP (or its Credit Support Provider) are rated below "P-1" by Moody's or are rated "P-1" by Moody's and such rating is on watch for possible downgrade (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated below "Aa3" by Moody's or are rated "Aa3" by Moody's and such rating is on watch for possible downgrade (but only for so long as it is on watch for possible downgrade), or (C) or either (i) the unsecured, short-term debt obligations of BSFP (or its Credit Support Provider) are rated below “AA-A-1” by Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) or (ii) if BSFP (or its Credit Support Provider) does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated below “A+” by S&P. For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to qualify as a Swap Agreement for purposes of the payment priorities in Sections 4.1 and 4.7 of the Transfer and Servicing Agreement. During any period in which a Collateralization Event is occurring, BSFP shall either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Counterparty and approved in writing by the Rating Agencies (as defined in the Transfer and Servicing Agreement), (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of BSFP under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Counterparty) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that BSFP shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that BSFP elects or is required to post collateral pursuant to this Section 13. BSFP shall request its legal counsel to deliver to each applicable Rating Agency within thirty (30) calendar days of the occurrence of such Collateralization Event an opinion as to the enforceability of the ISDA Credit Support Annex. (2) It shall be a ratings event (Ratings Event) if at any time after the date hereof BSFP shall fail to satisfy the Hedge Counterparty Ratings Threshold. Hedge Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated at least “BBB-” by S&P, (B) either (i) the unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated at least “A3" by Moody’s (and such rating is not on watch for possible downgrade) and the unsecured, short-term debt obligations of BSFP (or its Credit Support Provider) are rated at least “P-2” by Moody’s (and such rating is not on watch for possible downgrade) or (ii) if BSFP (or its Credit Support Provider) does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP (or its Credit Support Provider) are rated at least “A2” by Moody’s,. For the avoidance of all doubts, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Ratings Event, this Agreement and each Transaction hereunder shall continue to qualify as a Hedge Agreement for purposes of the Priority of Payments (as defined below). (3) Following a Ratings Event, BSFP shall take the following actions: (a) BSFP, at its sole expense, shall (i) commence actively to seek to obtain a substitute counterparty that (A) is approved in writing by the Rating Agencies, (B) satisfies the Hedge Counterparty Ratings Requirement and (C) assumes the obligations of BSFP under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Counterparty) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that BSFP shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable, and (ii) be required to post collateral as set forth in (b) below; (b) If BSFP has not obtained a substitute counterparty as set forth in (3)(a) above within 30 days (or, in the case of a failure to meet the requirements of subparagraph (A) of the definition of "Hedge Counterparty Ratings Threshold", within 15 Business Days) of the Ratings Event, then BSFP shall continue to seek a substitute counterparty, on or prior to the expiration of such period, post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex. Notwithstanding anything contained herein to the contrary, if BSFP is required to transfer its rights and obligations under this Agreement pursuant to this Part 5(b)(3) as a result of a rating issued by S&P, BSFP shall, at all times prior to such transfer, be required to post collateral in accordance with (i) the terms of an ISDA 1994 New York Law Credit Support Annex or (ii) an agreement with Counterparty providing for the posting of collateral, which agreement shall satisfy the Rating Condition and require BSFP to post the required collateral. Hedge Counterparty Ratings Requirement shall mean (a) either (i) the unsecured, short-term debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A-1” by S&P or its (ii) if the substitute counterparty does not have a short-term rating from S&P, the unsecured, long-term unsecured senior debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A+” by S&P, (b) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A1" by Moody’s (and unsubordinated if rated “A1” by Moody’s, such rating is not on watch for possible downgrade) and the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and if rated “P-1” by Moody’s, such rating is not on watch for possible downgrade and remaining on watch for possible downgrade), or (ii) if such substitute counterparty (or its Credit Support Provider) does not have a short-term debt rating is withdrawn from Moody’s, the unsecured, long-term senior debt obligations of such substitute counterparty (or reduced below its Credit Support Provider) are rated at least “Aa3” by Moody’s (and together with S&Pif rated “Aa3” by Moody’s, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or is not on watch for possible downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, and (c) either (i) seek another entity to replace BSFP as party to this Agreement that meets the unsecured, long-term senior debt obligations of such substitute counterparty (or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement its Credit Support Provider) are rated at least “A+” by Fitch or (ii) obtain a guaranty the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “F1” by Fitch. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the substitute counterparty (or against any Person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a contingent agreement of another person with the Approved Rating Thresholdsguarantee, to honor, BSFP’s obligations under this Agreement. BSFP’s failure to do any security or support 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 any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any obligations of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and Notessubstitute counterparty.

Rating Agency Downgrade. In If a Ratings Event (as defined below) occurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the event Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that BSFPmeets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to each of Standard and Poor’s long-term unsecured Ratings Services, Inc. (“S&P’s”) and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Investors Service, Inc. (“Moody’s” and together with S&P, the “Swap Rating Agencies”) written xxxxxrmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal qualification or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back then current ratings assigned to the Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, 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 (iiiii) obtain a guaranty ofwithin thirty (30) days acceptable to the Rating Agencies, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iv) take any other action within thirty (30) days that satisfies the Rating Agency Condition. BSFP’s failure to do any For the avoidance of doubt, a downgrade of the foregoing shallrating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, at the Counterpartya “Ratings Event” shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating is reduced below “AA-” by S&P, or “Aa3” by Moody’s option(including in connection with a merger, constitute an Additional Termination Event with BSFP consolidation or other similar transaction by BSFP) such ratings being referred to herein as the Affected Party“Approved Ratings Thresholds”, unless, within 30 days after such withdrawal or downgrade, each of Moody’s and S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates Certificates. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and Notesunsubordinated debt rating is either (i) withdrawn or (ii) reduced below “BBB-” by S&P, or its unsecured, short-term debt obligations is reduced below “A-3” by S&P then, BSFP shall, within (10) business days of such reduction, at its own expense, and satisfying the Rating Agency Condition, (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iii) take any other action that satisfies the Rating Agency Condition. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Form Master Agreement, with BSFP as the sole Affected Party.

Rating Agency Downgrade. In If a Ratings Event (as defined below) occurs with respect to the Cap Provider, then the Cap Provider shall, at its own expense, (i) assign this Transaction hereunder to a third party 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), (ii) deliver 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 (subject to New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to 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 (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 BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or the Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to the Cap Provider, if its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” ceases to be rated at least "AA-" by Moody’s (and together with S&P, and at least "Aa3" by Xxxxx'x (including in connection with a merger, consolidation or other similar transaction by the “Swap Rating Agencies”Cap Provider) such ratings being referred to herein as the "APPROVED RATINGS THRESHOLDS", and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap the applicable Rating Agency, as applicable, has Agencies have reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1Securities, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”)as applicable, which was in effect immediately prior to such withdrawal or downgrade). Notwithstanding the foregoing, BSFP in the event that the Cap Provider'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 the Cap Provider shall, within ten (10) days of such reductions, at its own expense, and subject to the Rating Agency ConditionConfirmation, either (i) seek secure another entity to replace BSFP the Cap Provider as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement acceptable to the Rating Agencies of another person with the Approved Rating Thresholds, Thresholds to honor, BSFP’s honor the Cap Provider's obligations under this Agreement, or (iii) take any other action subject to Rating Agency Confirmation. BSFP’s failure Failure to do any of satisfy the foregoing shall, at the Counterparty’s option, shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Form Master Agreement, with BSFP the Cap Provider as the sole Affected Party. For purposes Notwithstanding any of this provisionthe above downgrades, “Rating Agency Condition” meansunless and until the Cap Provider transfers the Transaction to a replacement counterparty pursuant to the foregoing, the Cap Provider will continue to perform its obligations under the Transaction. The Cap Provider's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) of the ISDA Form Master Agreement. Only with respect to any particular proposed act or omission 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 act hereunder New York law). The provisions of Paragraph 6(c) shall apply to Counterparty. In the event that the party acting or failing parties hereto execute a 1994 ISDA Credit Support Annex upon the occurrence of a Ratings Event, Cap Provider shall request its legal counsel to act must consult with any deliver to Counterparty an opinion as to the enforceability of the Swap Rating Agencies then providing Agreement and the 1994 ISDA Credit Support Annex (provided that each of S&P and Moody's shall be permitted to receive a rating copy of such opinion for the Certificates purposes of information only and Notes and receive from the Swap Rating Agencies a prior written confirmation that Cap Provider's legal counsel shall not have any liability to S&P, Moody's or any person other than the proposed action or inaction would not cause a downgrade or withdrawal Counterparty in relation to the contents of the then-current rating of the Certificates and Notessuch opinion).

Rating Agency Downgrade. In If a Ratings Event (as defined below) occurs with respect to the Cap Provider, then the Cap Provider shall, at its own expense, (i) assign this Transaction hereunder to a third party 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), (ii) deliver 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 (subject to New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to 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 (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 BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or the Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to the Cap Provider, if its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “ceases to be rated at least "AA-" by S&P, and at least "Aa3” " by Moody’s 's (and together including in connection with S&Pa merger, consolidation or other similar transaction by the “Swap Rating Agencies”Cap Provider) such ratings being referred to herein as the "APPROVED RATINGS THRESHOLDS", and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap the applicable Rating Agency, as applicable, has Agencies have reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1Securities, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”)as applicable, which was in effect immediately prior to such withdrawal or downgrade). Notwithstanding the foregoing, BSFP in the event that the Cap Provider'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 the Cap Provider shall, within ten (10) days of such reductions, at its own expense, and subject to the Rating Agency ConditionConfirmation, either (i) seek secure another entity to replace BSFP the Cap Provider as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement acceptable to the Rating Agencies of another person with the Approved Rating Thresholds, Thresholds to honor, BSFP’s honor the Cap Provider's obligations under this Agreement, or (iii) take any other action subject to Rating Agency Confirmation. BSFP’s failure Failure to do any of satisfy the foregoing shall, at the Counterparty’s option, shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Form Master Agreement, with BSFP the Cap Provider as the sole Affected Party. For purposes Notwithstanding any of this provisionthe above downgrades, “Rating Agency Condition” meansunless and until the Cap Provider transfers the Transaction to a replacement counterparty pursuant to the foregoing, the Cap Provider will continue to perform its obligations under the Transaction. The Cap Provider's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) of the ISDA Form Master Agreement. Only with respect to any particular proposed act or omission to act hereunder that such Ratings Event, "EXPOSURE" shall mean the party acting or failing to act must consult with any following: (i) the xxxx-to-market value of the Swap Rating Agencies then providing a rating Transaction as of the Certificates and Notes and receive from Valuation Date as such term is defined in the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal 1994 ISDA Credit Support Annex (subject to New York law). The provisions of the then-current rating of the Certificates and Notes.Paragraph

Rating Agency Downgrade. In the event that BSFP’s (x) any of the Rating Agencies downgrades Barclays' rating below the Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays has only a long-term unsecured and unsubordinated debt rating, a rating is withdrawn of at least "A2" by Moody's, or reduced below “AA-” by S&P or its (y) if Barclays has a long-term unsecured rating and unsubordinated debt a short-term rating, a rating is withdrawn of at least "A3" or reduced below “Aa3” "P2", if applicable, by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP Barclays shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, BSFP’s honor Barclays' obligations under this Agreement, (iii) collateralize its exposure to the Trust pursuant to an ISDA Credit Support Annex substantially in the form attached hereto as Exhibit A; provided that such ISDA Credit Support Annex shall be made a credit support document for Barclays pursuant to an amendment to this Agreement, or (iv) take other steps, if any, to enable the Trust to satisfy the Rating Agency Condition. BSFP’s failure to do any of Notwithstanding the foregoing foregoing, in the event that Barclays' long term rating or short term rating is withdrawn by S&P, it shall, at subject to the Counterparty’s optionRating Agency Condition, constitute an Additional Termination Event with BSFP cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Affected PartyRequired Swap Counterparty Rating on terms substantially similar to this Agreement within 30 days from such ratings withdrawal. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap each Rating Agencies Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any of the following conditions, Barclays must use its commercially reasonable efforts to find a party acceptable to Counterparty, which acceptance, subject to the Rating Agency Condition, shall not be unreasonably withheld, to whom all of Barclays' interests and Notes.obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, expense and subject to the Rating Agency Condition, either (i) seek arrange for another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, BSFP’s obligations under this Agreement or (iii) take such other action that satisfies the Rating Agency Condition; provided, however, that if BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, BSFP shall, at its own expense and subject to the rating agency condition, not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P, either (i) arrange for another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. BSFP’s failure to do any of or (iii) take such other action that satisfies the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected PartyRating Agency Condition. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes 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 or Notes.

Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&PS&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the NIMS Insurers (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement or 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. BSFP’s failure ; provided that such other person is approved by the NIMS Insurers, such approval not to do any be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the foregoing shallCertificates and any note insured by the NIMS Insurers, at or (iv) establish any other arrangement satisfactory to the Counterparty’s optionSwap Rating Agencies and the NIMS Insurers, constitute an Additional Termination Event with BSFP as which will be sufficient to restore the Affected Partyimmediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and 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 NotesCertificates.

Rating Agency Downgrade. In the event that the BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s Xxxxx’x (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) seek cause another entity to replace the BSFP as party to the this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Trustee (which approval shall not be unreasonably withheld) 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, the BSFP’s obligations under this Agreement; provided that such other person is approved by the Trustee, such approval not to be unreasonably withheld. 9. Account Details and Settlement Information: Payments to BSFP’s failure : Citibank, N.A., New York ABA Number: 000-0000-00, for the account of Bear, Xxxxxxx Securities Corp. Account Number: 0925-3186, for further credit to do any Bear Xxxxxxx Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department Xxxxx Fargo Bank, N.A. ABA #000-000-000 Acct #0000000000 Account Name: Corporate Trust Clearing FFC: 17182202 This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparty hereby agrees to check this Agreement and to confirm that the foregoing correctly sets forth the terms of the foregoing shall, at Transaction by signing in the Counterparty’s option, constitute an Additional Termination Event with space provided below and returning to BSFP as a facsimile of the Affected Partyfully-executed Agreement to 000-000-0000. For purposes of inquiries please contact XxxxxxXxxxxxxxxxxXxxxxxxxxxxxx@xxxx.xxx. To discuss an inquiry regarding U.S. Transactions, please contact Xxxxxx XxXxxxxx by telephone at 000-000-0000. For all other inquiries please contact Derivatives Documentation by telephone at 000-0-000-0000. Originals will be provided for your execution upon your request. We are very pleased to have executed this provisionTransaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and Notes.By: ______________________________ Name: Title: By: ______________________________ Name: Title:

Rating Agency Downgrade. In If a Rating Event (as defined below) occurs with respect to BSFP, then BSFP shall, at its own expense, (i) assign the New Transaction hereunder to a third party 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) and subject to Standard & Poor's Ratings Services, Inc.'s ("S&P") and Moody's Investors Service, Inc.'s ("Moody's") written confirmation txxx xxxh assignment in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates without regard to the Certificate Guaranty Insurance Policy (as defined in the Pooling and Servicing Agreement) (the "Rating Agency Condition") or (ii) deliver collateral and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to satisfaction of the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP’s long-term unsecured , if its counterparty credit rating ceases to be rated at least "AA-" by S&P, or any successor thereto, and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “at least "Aa3” " by Moody’s 's, or any successor thereto (and together including in connection with S&Pa merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the “Swap Rating Agencies”"Approved Ratings Thresholds", and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, of Moody's and S&P has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (without regard to the “Certificates”) and CMO Holdings II Ltd.Certificate Guaranty Insurance Policy, BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”)as applicable, which was in effect immediately prior to such withdrawal or downgrade). NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BXXX XXXARNS COMPANIES INC. OTHER THAN BEAR STEARNS FINANCIAL PRODUCTS XXX. IS AN OBLIGOR OR A CREDIT SUPPOXX XXXXIDER ON THIS AGREEMENT. 5. Account Details and Settlement Information: Payments to BSFP: Citibank, N.A., New York ABA Number: 021-0000-89, for the account of Bear, Sxxxxxx Xxxxrities Corp. Account Number: 0000-3186, for further credit to Bear Stearns Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department Payments to Counterparty: JPMorgan Chase Bank ABA Number: 021 000 021 Account Number: 507 947 541 Ref: TMTS 2005-16HE Attention: Pei Huang FFC to: Terwin 2005-16HE Thix Xxxxxxxnt may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP shalla facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please contxxx Xxxxx Donlon by telephone at 212-272-2364. For all other inquirixx xxxxxx xxntact Derivatives Xxxxxxxxxxion by telephone at 353-1-402-6233. Originals will be provided for your execution upon yoxx xxxxxxx. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR STEARNS FINANCIAL PRODUCTS INC. By: _______________________________ Xxxe: Title: Counterparty, acting through its own expenseduly authorized signatory, subject to hereby agrees to, accepts and confirms 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. 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 any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and NotesTrade Date.

Rating Agency Downgrade. In If a Ratings Event (as defined below) occurs with respect to the Cap Provider, then the Cap Provider shall, at its own expense, (i) assign this Transaction hereunder to a third party 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), (ii) deliver 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 (subject to New York law), within thirty (30) days of such Ratings Event and if any Securities are outstanding, subject to 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 (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 BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or the Cap Provider does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to the Cap Provider, if its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “ceases to be rated at least "AA-" by S&P, and at least "Aa3” " by Moody’s 's (and together including in connection with S&Pa merger, consolidation or other similar transaction by the “Swap Rating Agencies”Cap Provider) such ratings being referred to herein as the "APPROVED RATINGS THRESHOLDS", and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap the applicable Rating Agency, as applicable, has Agencies have reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1Securities, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”)as applicable, which was in effect immediately prior to such withdrawal or downgrade). Notwithstanding the foregoing, BSFP in the event that the Cap Provider'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 the Cap Provider shall, within ten (10) days of such reductions, at its own expense, and subject to the Rating Agency ConditionConfirmation, either (i) seek secure another entity to replace BSFP the Cap Provider as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement acceptable to the Rating Agencies of another person with the Approved Rating Thresholds, Thresholds to honor, BSFP’s honor the Cap Provider's obligations under this Agreement, or (iii) take any other action subject to Rating Agency Confirmation. BSFP’s failure Failure to do any of satisfy the foregoing shall, at the Counterparty’s option, shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Form Master Agreement, with BSFP the Cap Provider as the sole Affected Party. For purposes Notwithstanding any of this provisionthe above downgrades, “Rating Agency Condition” meansunless and until the Cap Provider transfers the Transaction to a replacement counterparty pursuant to the foregoing, the Cap Provider will continue to perform its obligations under the Transaction. The Cap Provider's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) of the ISDA Form Master Agreement. Only with respect to any particular proposed act or omission to act hereunder that such Ratings Event, "EXPOSURE" shall mean the party acting or failing to act must consult with any following: (i) the xxxx-to-market value of the Swap Rating Agencies then providing a rating Transaction as of the Certificates and Notes and receive from Valuation Date as such term is defined in the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal 1994 ISDA Credit Support Annex (subject to New York law). The provisions of the then-current rating of the Certificates and Notes.Paragraph

Rating Agency Downgrade. In the event that BSFP’s (x) any of the Rating Agencies downgrades Barclays' rating below the Required Swap Counterparty Rating (but Barclays has (i) a rating of at least "BBB-" or "A-3", if applicable, by S&P, (ii) a rating of at least "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays has only a long-term unsecured and unsubordinated debt rating, a rating is withdrawn of at least "A2" by Moody's, or reduced below “AA-” by S&P or its (y) if Barclays has a long-term unsecured rating and unsubordinated debt a short-term rating, a rating is withdrawn of at least "A3" or reduced below “Aa3” "P2", if applicable, by Moody’s (and together with 's) or, S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”)Fitch or Moody's withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP Barclays shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds on terms substantially similar to this Agreement or Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Swap Counterparty Rating Thresholds, to honor, BSFP’s honor Barclays' obligations under this Agreement, (iii) collateralize its exposure to the Trust pursuant to an ISDA Credit Support Annex substantially in the form attached hereto as Exhibit A; provided that such ISDA Credit Support Annex shall be made a credit support document for Barclays pursuant to an amendment to this Agreement, or (iv) take other steps, if any, to enable the Trust to satisfy the Rating Agency Condition. BSFP’s failure to do any of Notwithstanding the foregoing foregoing, in the event that Barclays' long term rating or short term rating is withdrawn by S&P, Barclays shall, at subject to the Counterparty’s optionRating Agency Condition, constitute an Additional Termination Event with BSFP cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Affected PartyRequired Swap Counterparty Rating on terms substantially similar to this Agreement within 10 days from such ratings withdrawal. For purposes of this provision, “"Rating Agency Condition” " means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from the Swap each Rating Agencies Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, to whom all of Barclays' interests and Notes.obligations under this Agreement shall be assigned at no cost to Counterparty, and following which Barclays shall be released from all further obligations under this Agreement: