Common use of Rating Agency Downgrade Clause in Contracts

Rating Agency Downgrade. In the event that BNY's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "Aa3" by Moody's (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30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-HE3, Asset Backed Certificates, Series 2005-HE3 (the "Certificates") and CMO Holdings II Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes"), which was in effect immediately prior to such withdrawal or downgrade), BNY shall, at its own expense, subject to the Rating Agency Condition, either (i) seek another entity to replace BNY as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Swap Administrator (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,

Rating Agency Downgrade. In the event that BNYBSFP's shortlong-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "Aa3" by Moody's (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30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, Agency has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Certificates or Securities I Trust 2005-HE3(if any), Asset Backed Certificates, Series 2005-HE3 (the "Certificates") and CMO Holdings II Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes")as applicable, which was in effect immediately prior to such withdrawal or downgrade), BNY shall, at its own expense, subject to the Rating Agency Condition, BSFP shall either (i) seek another entity to replace BNY BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Swap Administrator Trustee (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; provided that such other person is approved by the Trustee, such approval not to be unreasonably withheld, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates or Securities (if any) or (iv) establish any other arrangement satisfactory to the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates or Securities (if any).

Rating Agency Downgrade. In the event that BNY's shortParty A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" “A” by S&P or Fitch, Inc. (“Fitch”) and its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "Aa3" “A1” by Xxxxx’x Investors Service, Inc. (“Moody's (’s” and together with S&PFitch, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after of such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, downgrade each such Swap Rating Agency, as applicable, Agency has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE3, Asset Backed each Class of Group 2 Certificates, Series 2005-HE3 (the "Certificates") and CMO Holdings II Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes"), which was in effect immediately prior to such withdrawal or downgrade), BNY shall, at its own expense, subject to the Rating Agency Condition, either then Party A shall (i1) seek obtain a replacement ISDA Interest Rate and Currency Exchange Agreement and confirmation with another entity to replace BNY as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and that is approved by the Swap Administrator Party B (which approval shall not be unreasonably withheld) on terms substantially similar to the Master Agreement and this Agreement or Confirmation (ii2) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor,, Party A’s obligations under the Master Agreement and this Confirmation; provided that such other person is approved by Party B, such approval not to be unreasonably withheld, (3) post collateral which will be sufficient to restore the immediately prior ratings of each Class of Group 2 Certificates; or (4) establish any other arrangement satisfactory to the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings of each Class of Group 2 Certificates.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BNY's short-term unsecured and unsubordinated debt the financial program rating of GSMMDP is withdrawn or reduced below "A-" by S&P or counterparty risk rating is withdrawn or reduced below "A-1A3" 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, Agency has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE3, Asset Backed Certificates, Series 2005-HE3 Certificates that were rated when issued and/or the NIMS (the "Certificates") and CMO Holdings II Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes"if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), BNY shallGSMMDP, at its own expense, subject to the Rating Agency Condition, either shall (i) seek another entity to replace BNY GSMMDP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Swap Administrator (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,, GSMMDP'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, the Backup Note Insurer 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. In the event that BNY's shortBSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" “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, Agency has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE3, Asset Backed Certificates, Series 2005-HE3 Certificates that were rated when issued and/or the NIMS (the "Certificates") and CMO Holdings II Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes"if any), without regard to the Insurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer which was in effect immediately prior to such withdrawal or downgrade), BNY BSFP shall, at its own expense, subject to the Rating Agency Condition, at its own expense, either (i) seek cause another entity to replace BNY BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Swap Administrator (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; (iii) pursuant to the terms of an ISDA Credit Support Annex, added to this Agreement by an amendment to this Agreement reasonably acceptable to the Counterparty (the “Credit Support Annex”), collateralize its Exposure to the Counterparty, or (iv) establish any other arrangement, which will be sufficient to restore