Common use of Ratings Downgrade Clause in Contracts

Ratings Downgrade. (i) In the event that the unsecured and unsubordinated debt obligations of Party A (or any applicable assignee or its guarantor) shall cease to have a credit rating equal to or higher than the Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds, then within 30 days of such downgrade (or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by Xxxxx'x) (unless during this period, Party A and Party B (or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS XXXXXX XXXXXXXX LOGO] that such downgrade would not result in the Bonds of the Fund either being downgraded or placed under review for possible downgrade) Party A must at its cost either: (A) put in place an appropriate xxxx-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any other agreement reached between the parties, in support of its obligations under the Agreement, PROVIDED that Party A and Party B (or the Trust Manager on behalf of Party B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is not adversely affected by the downgrade following such collateral arrangements being put in place; (B) transfer all its rights and obligations with respect to this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; or (D) enter into such other arrangements in respect of each Transaction which each Designated Rating Agency confirms will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by it to the Bonds. It is agreed that the amount of collateral which needs to be provided under any collateral agreement referred to in (A) above in respect of any Transaction is the amount which is necessary to be provided so that the credit rating of Party A does not cause the then current rating of the Bonds to be downgraded or withdrawn as a result of Party A being the counterparty to Party B under that Transaction. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with sub-paragraph (i)(B) above, Party B shall do all things necessary at the cost of Party A to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's obligations under this Agreement are transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a replacement counterparty); [ALLENS XXXXXX XXXXXXXX LOGO] (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is required to maintain under any collateral agreement contemplated by sub-paragraph (i)(A); (C) withdrawing any amount which has been incorrectly deposited into the Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following the failure by Party A to make that payment. Party B (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which may be made to Party A under (B) or (C) above as soon as such refund or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited to the Collateral Account is not less than the amount Party A is required to maintain under the collateral agreement contemplated by sub-paragraph (i)(A)."

Ratings Downgrade. (a) If BSFP fails to satisfy the Required Ratings (a "RATINGS EVENT"), then BSFP shall, at its own expense and subject to the Rating Agency Condition, either (i) In assign this Transaction to an entity that satisfies (or whose credit support provider satisfies) the event 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 guaranty BSFP's obligations under this Transaction; or (iv) take any other action that satisfies the Rating Agency Condition; provided that the unsecured failure by BSFP to take any action specified in (i)-(iv) above on or prior to the 30th calendar day after the occurrence of 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 unsubordinated debt obligations of Party A this Transaction shall be the sole Affected Transaction. (or any applicable assignee or its guarantorb) shall cease If BSFP fails to have satisfy the Replacement Ratings (a credit rating equal to or higher than the Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds"REPLACEMENT EVENT"), then within 30 days of such downgrade (or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by Xxxxx'x) (unless during this periodBSFP shall, Party A and Party B (or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS XXXXXX XXXXXXXX LOGO] that such downgrade would not result in the Bonds of the Fund either being downgraded or placed under review for possible downgrade) Party A must at its cost own expense and subject to the Rating Agency Condition, either: (Ai) put in place assign this Transaction to an appropriate xxxx-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any other agreement reached between the parties, in support of its obligations under the Agreement, PROVIDED entity that Party A and Party B satisfies (or whose credit support provider satisfies) the Trust Manager on behalf of Party B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is not adversely affected by the downgrade following such collateral arrangements being put in placeRequired Ratings; (B) transfer all its rights and obligations with respect to this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; or (D) enter into such other arrangements in respect of each Transaction which each Designated Rating Agency confirms will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by it to the Bonds. It is agreed that the amount of collateral which needs to be provided under any collateral agreement referred to in (A) above in respect of any Transaction is the amount which is necessary to be provided so that the credit rating of Party A does not cause the then current rating of the Bonds to be downgraded or withdrawn as a result of Party A being the counterparty to Party B under that Transaction. (ii) Where Party A transfers its rights and obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP's obligations to a replacement counterparty in accordance with subunder this Transaction; or Reference Number: FXNEC8829 LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust, Series 2006-paragraph (i)(B) above7 November 3, Party B shall do all things necessary at the cost 2006 Page 11 of Party A to novate the relevant rights and obligations to the replacement counterparty.16 (iii) If, at take any time, Party A's obligations under this Agreement are transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has other action that satisfies the Rating Agency Condition; provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a replacement counterparty); [ALLENS XXXXXX XXXXXXXX LOGO] (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is required to maintain under any collateral agreement contemplated by sub-paragraph (i)(A); (C) withdrawing any amount which has been incorrectly deposited into the Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following that the failure by Party A BSFP to make that payment. Party B take any action specified in (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which may be made to Party A under (B) or (Ci)-(iii) above as soon as such refund on or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited prior to the Collateral Account is not less than 10th Business Day after the amount Party A is required to maintain occurrence of such Replacement Event shall constitute an Additional Termination Event under the collateral agreement contemplated by sub-paragraph (i)(A)."ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction. As used herein,

Ratings Downgrade. (a) If BSFP fails to satisfy the Required Ratings (a “Ratings Event”), then BSFP shall, at its own expense and subject to the Rating Agency Condition, either (i) In the event assign this Transaction to an entity that the unsecured and unsubordinated debt obligations of Party A satisfies (or whose credit support provider satisfies) the Required Ratings; (ii) obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP’s obligations under this Transaction; or (iii) take any applicable assignee other action that satisfies the Rating Agency Condition; providedthat the failure by BSFP to take any action specified in (i)-(iv) above on or its guarantorprior 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 Transaction shall be the sole Affected Transaction. (b) shall cease If BSFP fails to have satisfy the Replacement Ratings (a credit rating equal to or higher than the Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds“Replacement Event”), then within 30 days of such downgrade (or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by Xxxxx'x) (unless during this periodBSFP shall, Party A and Party B (or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS XXXXXX XXXXXXXX LOGO] that such downgrade would not result in the Bonds of the Fund either being downgraded or placed under review for possible downgrade) Party A must at its cost own expense and subject to the Rating Agency Condition, either: (Ai) put in place assign this Transaction to an appropriate xxxx-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any other agreement reached between the parties, in support of its obligations under the Agreement, PROVIDED entity that Party A and Party B satisfies (or whose credit support provider satisfies) the Trust Manager on behalf of Party B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is not adversely affected by the downgrade following such collateral arrangements being put in placeRequired Ratings; (Bii) transfer all its rights and obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP’s obligations with respect to under this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed RatingTransaction; or (Diii) enter into such take any other arrangements in respect of each Transaction which each Designated action that satisfies the Rating Agency confirms will Condition; Reference Number: FXNEC9564 U.S. Bank National Association, not result in a reductionindividually, qualification or withdrawal but solely as trustee on behalf of the credit ratings then assigned by it to the Bonds. It is agreed that the amount Citicorp Mortgage Securities Trust, Series 2007-4 May 29, 2007 Page of collateral which needs to be provided under any collateral agreement referred to in (A) above in respect 12 of any Transaction is the amount which is necessary to be provided so that the credit rating of Party A does not cause the then current rating of the Bonds to be downgraded or withdrawn as a result of Party A being the counterparty to Party B under that Transaction. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with sub-paragraph (i)(B) above, Party B shall do all things necessary at the cost of Party A to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's obligations under this Agreement are transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a replacement counterparty); [ALLENS XXXXXX XXXXXXXX LOGO] (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is required to maintain under any collateral agreement contemplated by sub-paragraph (i)(A); (C) withdrawing any amount which has been incorrectly deposited into the Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following 18 providedthat the failure by Party A BSFP to make that payment. Party B take any action specified in (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which may be made to Party A under (B) or (Ci)-(iii) above as soon as such refund on or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited prior to the Collateral Account is not less than the amount Party A is required to maintain 10th Local Business Days after such Replacement Event shall constitute an Additional Termination Event under the collateral agreement contemplated by sub-paragraph (i)(A)."ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction. As used herein,

Ratings Downgrade. (a) If BSFP fails to satisfy the Required Ratings (a “Ratings Event”), then BSFP shall, at its own expense and subject to the Rating Agency Condition, either (i) In assign this Transaction to an entity that satisfies (or whose credit support provider satisfies) the event Required Ratings; (ii) obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP’s obligations under this Transaction; or (iii) take any other action that satisfies the Rating Agency Condition; provided that the unsecured failure by BSFP 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 unsubordinated debt obligations of Party A this Transaction shall be the sole Affected Transaction. (or any applicable assignee or its guarantorb) shall cease If BSFP fails to have satisfy the Replacement Ratings (a credit rating equal to or higher than the Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds“Replacement Event”), then within 30 days of such downgrade (or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by Xxxxx'x) (unless during this periodBSFP shall, Party A and Party B (or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS XXXXXX XXXXXXXX LOGO] that such downgrade would not result in the Bonds of the Fund either being downgraded or placed under review for possible downgrade) Party A must at its cost own expense and subject to the Rating Agency Condition, either: (Ai) put in place assign this Transaction to an appropriate xxxx-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any other agreement reached between the parties, in support of its obligations under the Agreement, PROVIDED entity that Party A and Party B satisfies (or whose credit support provider satisfies) the Trust Manager on behalf of Party B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is not adversely affected by the downgrade following such collateral arrangements being put in placeRequired Ratings; (Bii) transfer all its rights and obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP’s obligations with respect to under this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed RatingTransaction; or (Diii) enter into such take any other arrangements in respect of each Transaction which each Designated action that satisfies the Rating Agency confirms will Condition; Reference Number: FXNEC9118 U.S. Bank National Association, not result in a reductionindividually, qualification or withdrawal but solely as trustee on behalf of the credit ratings then assigned by it to the Bonds. It is agreed Citicorp Mortgage Securities Trust, Series 2007-1 January 30, 2007 Page 12 of 18 provided that the amount of collateral which needs to be provided under any collateral agreement referred to in (A) above in respect of any Transaction is the amount which is necessary to be provided so that the credit rating of Party A does not cause the then current rating of the Bonds to be downgraded or withdrawn as a result of Party A being the counterparty to Party B under that Transaction. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with sub-paragraph (i)(B) above, Party B shall do all things necessary at the cost of Party A to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's obligations under this Agreement are transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a replacement counterparty); [ALLENS XXXXXX XXXXXXXX LOGO] (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is required to maintain under any collateral agreement contemplated by sub-paragraph (i)(A); (C) withdrawing any amount which has been incorrectly deposited into the Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following the failure by Party A BSFP to make that payment. Party B take any action specified in (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which may be made to Party A under (B) or (Ci)-(iii) above as soon as such refund on or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited prior to the Collateral Account is not less than the amount Party A is required to maintain 10th Local Business Days after such Replacement Event shall constitute an Additional Termination Event under the collateral agreement contemplated by sub-paragraph (i)(A)."ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction. As used herein,

Ratings Downgrade. (a) If BSFP fails to satisfy the Required Ratings (a “Ratings Event”), then BSFP shall, at its own expense and subject to the Rating Agency Condition, either (i) In the event assign this Transaction to an entity that the unsecured and unsubordinated debt obligations of Party A satisfies (or whose credit support provider satisfies) the Required Ratings; (ii) obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP’s obligations under this Transaction; or (iii) take any applicable assignee other action that satisfies the Rating Agency Condition; providedthat the failure by BSFP to take any action specified in (i)-(iv) above on or its guarantorprior 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 Transaction shall be the sole Affected Transaction. (b) shall cease If BSFP fails to have satisfy the Replacement Ratings (a credit rating equal to or higher than the Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds“Replacement Event”), then within 30 days of such downgrade (or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by Xxxxx'x) (unless during this periodBSFP shall, Party A and Party B (or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS XXXXXX XXXXXXXX LOGO] that such downgrade would not result in the Bonds of the Fund either being downgraded or placed under review for possible downgrade) Party A must at its cost own expense and subject to the Rating Agency Condition, either: (Ai) put in place assign this Transaction to an appropriate xxxx-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any other agreement reached between the parties, in support of its obligations under the Agreement, PROVIDED entity that Party A and Party B satisfies (or whose credit support provider satisfies) the Trust Manager on behalf of Party B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is not adversely affected by the downgrade following such collateral arrangements being put in placeRequired Ratings; (Bii) transfer all its rights and obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP’s obligations with respect to under this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed RatingTransaction; or (Diii) enter into such take any other arrangements in respect of each Transaction which each Designated action that satisfies the Rating Agency confirms will Condition; Reference Number: FXNEC9540 U.S. Bank National Association, not result in a reductionindividually, qualification or withdrawal but solely as trustee on behalf of the credit ratings then assigned by it to the Bonds. It is agreed that the amount of collateral which needs to be provided under any collateral agreement referred to in CMALT (A) above in respect of any Transaction is the amount which is necessary to be provided so that the credit rating of Party A does not cause the then current rating of the Bonds to be downgraded or withdrawn as a result of Party A being the counterparty to Party B under that Transaction. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with subCitiMortgage Alternative Loan Trust), Series 2007-paragraph (i)(B) aboveA5 May 30, Party B shall do all things necessary at the cost of Party A to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's obligations under this Agreement are transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a replacement counterparty); [ALLENS XXXXXX XXXXXXXX LOGO] (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is required to maintain under any collateral agreement contemplated by sub-paragraph (i)(A); (C) withdrawing any amount which has been incorrectly deposited into the Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following 2007 providedthat the failure by Party A BSFP to make that payment. Party B take any action specified in (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which may be made to Party A under (B) or (Ci)-(iii) above as soon as such refund on or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited prior to the Collateral Account is not less than the amount Party A is required to maintain 10th Local Business Days after such Replacement Event shall constitute an Additional Termination Event under the collateral agreement contemplated by sub-paragraph (i)(A)."ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction. As used herein,

Ratings Downgrade. (a) If BSFP fails to satisfy the Required Ratings (a "RATINGS EVENT"), then BSFP shall, at its own expense and subject to the Rating Agency Condition, either (i) In assign this Transaction to an entity that satisfies (or whose credit support provider satisfies) the event 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 guaranty BSFP's obligations under this Transaction; or (iv) take any other action that satisfies the Rating Agency Condition; provided that the unsecured failure by BSFP to take any action specified in (i)-(iv) above on or prior to the 30th calendar day after the occurrence of 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 unsubordinated debt obligations of Party A this Transaction shall be the sole Affected Transaction. (or any applicable assignee or its guarantorb) shall cease If BSFP fails to have satisfy the Replacement Ratings (a credit rating equal to or higher than the Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds"REPLACEMENT EVENT"), then within 30 days of such downgrade (or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by Xxxxx'x) (unless during this periodBSFP shall, Party A and Party B (or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS XXXXXX XXXXXXXX LOGO] that such downgrade would not result in the Bonds of the Fund either being downgraded or placed under review for possible downgrade) Party A must at its cost own expense and subject to the Rating Agency Condition, either: (Ai) put in place assign this Transaction to an appropriate xxxx-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any other agreement reached between the parties, in support of its obligations under the Agreement, PROVIDED entity that Party A and Party B satisfies (or whose credit support provider satisfies) the Trust Manager on behalf of Party B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is not adversely affected by the downgrade following such collateral arrangements being put in placeRequired Ratings; (Bii) transfer all its rights and obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP's obligations with respect to under this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed Rating; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt obligations have a short-term rating by each Designated Rating Agency at least equivalent to the Prescribed RatingTransaction; or (Diii) enter into such take any other arrangements in respect of each Transaction which each Designated action that satisfies the Rating Agency confirms will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by it to the Bonds. It is agreed Condition; provided that the amount of collateral which needs to be provided under any collateral agreement referred to in (A) above in respect of any Transaction is the amount which is necessary to be provided so that the credit rating of Party A does not cause the then current rating of the Bonds to be downgraded or withdrawn as a result of Party A being the counterparty to Party B under that Transaction. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with sub-paragraph (i)(B) above, Party B shall do all things necessary at the cost of Party A to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's obligations under this Agreement are transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a replacement counterparty); [ALLENS XXXXXX XXXXXXXX LOGO] (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is required to maintain under any collateral agreement contemplated by sub-paragraph (i)(A); (C) withdrawing any amount which has been incorrectly deposited into the Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following the failure by Party A BSFP to make that payment. Party B take any action specified in (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which may be made to Party A under (B) or (Ci)-(iii) above as soon as such refund on or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited prior to the Collateral Account is not less than 10th Business Day after the amount Party A is required to maintain occurrence of such Replacement Event shall constitute an Additional Termination Event under the collateral agreement contemplated by sub-paragraph (i)(A)."ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction. As used herein,