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 In the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" by Moody's (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30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 BSFP shall, at its own expense, either (i) 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 Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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 In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's (x) either 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, or (ii) (x) if Barclays has only a long-term unsecured and unsubordinated debt rating, a rating is withdrawn or reduced below of at least "A+A2" by S&P Moody's, 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 "A1" P2", if applicable, by Moody's) or, S&P or Moody's (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds")withdraws its ratings of Barclays, then within 30 days after such rating withdrawal or downgrade BSFP downgrade, Barclays shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of 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 person steps, if any, to enable the Trust to satisfy the Rating Agency Condition. Notwithstanding the foregoing, in the event that Barclays' long term rating or short term rating is approved withdrawn by S&P, it shall, subject to the Administrator Rating Agency Condition, cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement within 30 days from such approval 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 each of the Rating Agencies then providing a rating of the Certificates and receive from each Rating Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of either of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, or (iii) deliver collateral acceptable in a form to whom all of Barclays' interests and amount acceptable obligations under this Agreement shall be assigned at no cost to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's")Counterparty, and subject to written confirmation following which Barclays shall be released from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator Trustee (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided that such other person is approved by the Administrator Trustee , such approval not to be unreasonably withheld. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or (iii) deliver collateral acceptable in omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the NotesCertificates. NEITHER THE BEAR XXXXXXX SXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX SXXXXXX 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(i) DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or (ii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A+" ” by S&P or Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” by Moody's ’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or in the event that Party A does not have a short-term rating from Moody’s, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “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 BSFP (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of Home Equity Loan Asset-Backed Notes, Series 2006-3 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form and amount acceptable which will be sufficient to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery restore the immediately prior ratings 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 Notes. NEITHER THE BEAR XXXXXXX COMPANIES INCParty A’s failure to do any of the foregoing shall, at Party B’s option, constitute an Additional Termination Event with Party A as the Affected Party. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INCIn the event that Party A’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, Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENTFor purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the 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 Notes.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the Administrator “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided that such other person is approved by the Administrator NIMS Insurers, such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 Certificates, 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) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 other person is approved by rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's long(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "A1Aa3" 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 BSFP (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-HE9, Asset-Back Certificates, Series 2005-HE9 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE9 NIM Trust 2005-HE9, Asset-Backed Notes, Series 2005-HE9 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's IXIS’s obligations under this Agreement; provided . IXIS’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 (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 or reduced below of at least "A+A2" by S&P Moody's, 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 "A1" 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 BSFP downgrade, Barclays shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of 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 person steps, if any, to enable the Trust to satisfy the Rating Agency Condition. Notwithstanding the foregoing, in the event that Barclays' long term rating or short term rating is approved withdrawn by S&P, it shall, subject to the Administrator Rating Agency Condition, cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement within 30 days from such approval 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 each of the Rating Agencies then providing a rating of the Certificates and receive from each Rating Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. 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, or (iii) deliver collateral acceptable in a form to whom all of Barclays' interests and amount acceptable obligations under this Agreement shall be assigned at no cost to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's")Counterparty, and subject to written confirmation following which Barclays shall be released from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates, or (iiiiv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP(x) any of the Rating Agencies downgrades Party A's rating below the Required Counterparty Rating (but Party A 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 Party A has only a long-term unsecured and unsubordinated debt rating, a rating is withdrawn or reduced below of at least "A+A2" by S&P Moody's, or its (y) if Party A has a long-term unsecured rating and unsubordinated debt a short-term rating, a rating is withdrawn of at least "A3" or reduced below "A1" 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 Party A, then within 30 days after such rating withdrawal or downgrade BSFP downgrade, Party A shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Required Counterparty Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Required Counterparty Rating Thresholds, to honor, BSFPhonor Party A's 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 Party A pursuant to an amendment to this Agreement, or (iv) take other person steps, if any, to enable the Trust to satisfy the Rating Agency Condition. Notwithstanding the foregoing, in the event that Party A's long term rating or short term rating is approved withdrawn by S&P, it shall, subject to the Administrator Rating Agency Condition, cause another entity to replace Party A as party to this Agreement that meets or exceeds the Required Counterparty Rating on terms substantially similar to this Agreement within 30 days from such approval 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 each of the Rating Agencies then providing a rating of the Certificates and receive from each Rating Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then current rating of the Certificates. Notwithstanding the foregoing, within 10 days from the occurrence of any of the following conditions, Party A must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Party B, which acceptance shall not be unreasonably withheld, or (iii) deliver collateral acceptable in a form to whom all of Party A's interests and amount acceptable obligations under this Agreement shall be assigned at no cost to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's")Party B, and subject to written confirmation following which Party A shall be released from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFP's long(i) DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or (ii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) deliver collateral acceptable in a form establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and amount acceptable to Standard any Notes. In the event that DBAG’s long-term unsecured and Poor’s Ratings Servicesunsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 days after such rating withdrawal or downgrade, Inc. ("Moody's")DBAG shall, and subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, 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) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" 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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator Trustee (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided that such other person is approved by the Administrator Trustee , such approval not to be unreasonably withheld. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or (iii) deliver collateral acceptable in omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the 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 longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s (and together with S&P, the “Swap Rating Agencies”), and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates, or (iiiiv) deliver collateral acceptable establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates. Notwithstanding the previous sentence, in a form the event that DBAG’s long-term unsecured and amount acceptable to Standard unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and Poor’s Ratings Servicesunsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 days after such rating withdrawal or downgrade, Inc. ("Moody's")DBAG shall, and subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's Xxxxx’x (and together with S&PS&P and DBRS, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"” and such a downgrade, a “First Level Downgrade”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such other person is approved by a downgrade, a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this Agreement, the occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agency Downgrade”. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and any Notes. 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with togethex xxxx S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form which will be sufficient to restore the immediately prior ratings of the Certificates. 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 amount acceptable to Standard and Poor’s Ratings Servicesunsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 Business Days after such rating withdrawal or downgrade, Inc. ("Moody's")BSFP shall, and subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 (i) Wachovia’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or if such short-term debt rating is below “A-1” or Wachovia does not have a short-term debt rating from S&P, Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A+" ” by S&P S&P, or its (ii) Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” by Moody's ’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Wachovia does not have a short-term rating from Moody’s, if Wachovia’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P, the "“Swap Rating Agencies", ” and such rating thresholds, "“Approved Rating Thresholds"” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such Collateral Rating Downgrade Event by one or more Swap Rating Agencies (unless, within 30 days after such Collateral Rating Downgrade Event, each such Swap Rating Agency, as applicable, has reconfirmed the rating withdrawal or downgrade BSFP of the SACO I Trust 2006-9, Mortgage-Backed Certificates, Series 2006-9 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such Collateral Rating Downgrade Event), Wachovia shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Wachovia’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable which will be sufficient to restore the ratings of the Certificates and any Notes in effect immediately prior to such Collateral Rating Downgrade Event (assuming for this purpose that no rating downgrade or withdrawal of the Certificates or Notes unrelated to the Collateral Rating Downgrade Event has occurred since the Collateral Rating Downgrade Event). In the event that Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"“Required Rating Downgrade Event”), and then within 10 Business Days after such rating withdrawal or downgrade, Wachovia shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Wachovia’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to the rating of any Certificates or Notes. 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 AGREEMENTFor purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" 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 BSFP shall(unless, within 30 days after such withdrawal or downgrade, each B-2-5 such Swap Rating Agency has reconfirmed the rating 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 which was in effect immediately prior to such withdrawal or downgrade), BSFP, at its own expense, shall either (i) cause obtain another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided , (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that such other person is approved were rated when issued and/or the NIMS, if any, without regard to the Insurance Policies, if any, issued by the Administrator Note Insurer or the Backup Note Insurer, such approval not to be unreasonably withheldif any, or (iiiiv) deliver collateral acceptable in a form and amount acceptable establish any other arrangement satisfactory to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade each of the then current Note Insurer and the Backup Note Insurer, if any, the applicable Swap Rating Agency, which will be sufficient to restore the immediately prior ratings assigned of the Certificates that were rated when issued and/or the NIMS, if any, without regard to the Notes. 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 AGREEMENTInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer, if any.

Rating Agency Downgrade. In the event that BSFPParty A's long-short term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+F-1" by S&P or Fitch, Inc. ("Fitch"), its long-short term unsecured and unsubordinated debt rating is withdrawn or reduced to below "A1A-1" by Standard & Poor's, a division of The McGraw Hill Companies, Inc. ("S&P"), or its short term unsecured and unsubordinated debt rating is withdrawn or reduced to below "P-1" by Xxxxx'x Investors Service, Inc. ("Moody's ('s" and together with Fitch and S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days of such rating withdrawal or downgrade (unless, within 30 days after such rating withdrawal or downgrade BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Certificates, at its own expensewhich was in effect immediately prior to such withdrawal or downgrade), either then Party A shall (i1) cause obtain a replacement ISDA Interest Rate and Currency Exchange Agreement and confirmation with another entity to replace BSFP as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and that is approved by the Administrator Party B (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Master Agreement and the related Confirmation (ii2) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPParty A's obligations under this AgreementMaster Agreement and the related Confirmation; provided that such other person is approved by the Administrator Party B, such approval not to be unreasonably withheld, (3) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates; or (iii4) deliver collateral acceptable in a form and amount acceptable establish any other arrangement satisfactory to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject the applicable Swap Rating Agency which will be sufficient to written confirmation from S&P and Moody's that delivery of such collateral in restore the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then Certificates; provided in each case that the Trust Administrator has received a letter from each of the Swap Rating Agencies confirming the then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&PS&P and DBRS, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"” and such a downgrade, a “First Level Downgrade”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such other person is approved by a downgrade, a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this Agreement, the occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agency Downgrade”. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and any Notes. 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 longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Mxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced to or below "A1" ” (on watch for downgrade) by Moody's ’s or its short-term credit rating is withdrawn or reduced to or below “P-1” (or watch for downgrade) by Moody’s, or, if DBAG has no short-term rating, and its long-term unsecured and unsubordinated debt rating is withdrawn or reduced to or below “Aa3” (on watch for downgrade) (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Mxxxx’x or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade downgrade, BSFP shall, at its own expenseexpense and subject to the Rating Agency Condition, either (i) cause 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 is approved by meets or exceeds the Administrator (which approval shall not be unreasonably withheld) 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; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in take such other action that satisfies the Rating 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 each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to the rating of any Certificates or Notes. 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 "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" 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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided that such , (iii) post collateral satisfactory to each Swap Rating Agency which will be sufficient to restore the immediately prior ratings of the Certificates, (iv) establish any other person is approved by arrangement satisfactory to the Administrator Swap Rating Agencies, such approval not which will be sufficient to be unreasonably withheldrestore the immediately prior ratings of the Certificates, or (iiiv) deliver collateral acceptable 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 is own expense cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved 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 form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such die proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the 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 Notwithstanding anything else to the contrary herein, in the event that BSFP's longthe short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “P-1” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" 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 BSFP shall(unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating 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 which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form and amount acceptable which will be sufficient to Standard and Poor’s Ratings Services, Inc. restore the immediately prior ratings of the Certificates that were rated when issued and/or the NIMS ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"if any), and subject without regard to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawalInsurance Policies, qualification if any, issued by the Note Insurer or downgrade the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the then current Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings assigned of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Notes. 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 AGREEMENTInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the SACO I Trust 2006-6, Mortgage Pass-Through Certificates, Series 2006-6 (the “Certificates”) and any notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard any notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates and any notes.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's Xxxxx’x (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"” and such a downgrade, a “First Level Downgrade”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . BSFP’s failure to do any of the foregoing shall, constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (such other person is approved by a downgrade, a “Second Level Downgrade”), then within 10 Business Days after such rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this Agreement, the occurrence of either a First Level Downgrade or a Second Level Downgrade may be referred to as a “Rating Agency Downgrade”. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and any Notes. 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each of S&P and Fitch (and together with S&P, Moodys and DBRS, the “Swap Rating Agencies”), has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expenseexpense and subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’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; provided . For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP(i) ML & Co's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by S&P, or, in the event that ML & Co does not have a short-term rating from S&P, if ML & Co's long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P, (ii) ML & Co's long-term unsecured and unsubordinated debt rating is reduced below "A1" by Xxxxx'x or its short-term unsecured and unsubordinated debt rating is reduced below "P1" by Xxxxx'x, or, in the event that ML & Co does not have a short-term rating from Xxxxx'x, if ML & Co's long-term unsecured and unsubordinated debt rating is reduced below "Aa3" by Xxxxx'x or (iii) ML & Co's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+A" by S&P Fitch or its longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1F1" by Moody's Fitch (and together with S&PS&P and Xxxxx'x, the "Swap Rating Agencies", " and such rating thresholds, "Approved Rating Thresholds" and any such reduction below the Approved Rating Thresholds, a "Collateral Rating Downgrade Event"), then within 30 days after such rating withdrawal or downgrade BSFP shall(unless, at its own expensewithin 30 days after such withdrawal or downgrade, either each such Swap Rating Agency, as applicable, has reconfirmed the rating of the C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-CB8 (i) 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 Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&PCertificates") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.N-1-11

Rating Agency Downgrade. In the event that BSFP's long(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn reduced below “A-1” by S&P or (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Mxxxx’x, such party’s long-term rating is reduced below “A1” by Mxxxx’x or such party’s short-term rating is reduced below “P-1” by Mxxxx’x, or if such party does not have a short-term rating from Mxxxx’x, such party's long-term rating is reduced below "A+Aa3" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" by Moody's Mxxxx’x, (and together with S&PS&P and DBRS, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP (unless, within 30 days after such downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such downgrade), IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Rating Thresholds, to honor, BSFP's honor IXIS’s obligations under this Agreement; provided . In the event that IXIS is unable to comply with (i) and (ii) of this Section (k) within 30 days after such other person downgrade, IXIS shall post collateral, subject to the Rating Agency Condition, until it can comply with (i) and (ii) above. In the event that IXIS’s or IXIS Corporate & Investment Bank’s long-term unsecured and unsubordinated debt rating is approved reduced below “BBB-” or withdrawn by S&P then, within 10 days after such rating downgrade or withdrawal, IXIS shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) seek another entity to be unreasonably withheldreplace IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iii) deliver collateral acceptable in a form contingent agreement of, another person with the Approved Rating Thresholds, to honor IXIS’s obligations under this Agreement. IXIS’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

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 and unsubordinated senior debt rating is withdrawn obligations of BSFP (or reduced its Credit Support Provider) are rated below "A+A1" by S&P Xxxxx'x Investors Service, Inc. (Moody's) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below are rated "A1" by Moody's (and together with S&P, the "Swap Rating Agencies", and such rating thresholdsis on watch for possible downgrade (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of BSFP (or its Credit Support Provider) are rated below "Approved Rating ThresholdsP-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), then within 30 days after (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 withdrawal is on watch for possible downgrade (but only for so long as it is on watch for possible downgrade), or downgrade BSFP shall, at its own expense, (C) or either (i) cause another entity to replace the unsecured, short-term debt obligations of BSFP as party to (or its Credit Support Provider) are rated below “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 that meets 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 exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty ofsubstitute counterparty that (a) is reasonably acceptable to Counterparty and approved in writing by the Rating Agencies (as defined in the Transfer and Servicing Agreement), or a contingent agreement (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of another person with the Approved Rating Thresholds, to honor, BSFP's obligations BSFP under this Agreement; 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 other person is approved by substitute counterparty, as of the Administrator date of such assumption or replacement, such approval not will not, as a result thereof, be required to be unreasonably withheldwithhold or deduct on account of tax under the Agreement or the new transactions, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's")as applicable, and subject such assumption or replacement will not lead to written confirmation from S&P and Moody's a termination event or event of default occurring under the Agreement or new transactions, as applicable. To the extent that delivery 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 collateral in Collateralization Event an opinion as to the context of such downgrade will not result in a withdrawal, qualification or downgrade enforceability of the then current ratings assigned to the Notes. 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 AGREEMENTISDA Credit Support Annex.

Rating Agency Downgrade. In the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" 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 BSFP shall, at its own expense, either (i) 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 Securities Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided that such other person is approved by the Administrator Securities Administrator, such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s 's Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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(i) DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P S&P, or (ii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any notes, or (iiiiv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any notes. In the event that (i) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, or (ii) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's long(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "A1Aa3" 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 BSFP (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-HE10, Asset-Back Certificates, Series 2005-HE10 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE10 NIM Trust 2005-HE10, Asset-Backed Notes, Series 2005-HE10 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's IXIS’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, Agreement or (iii) deliver post collateral acceptable in a form and amount acceptable that will be sufficient to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in restore the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to Certificates and the Notes. NEITHER THE BEAR XXXXXXX COMPANIES INCIXIS’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENTFor purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates and Notes.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP's longthe short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+P-1" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" by Moody's Mxxxx’x (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days after such rating withdrawal or downgrade BSFP shall(unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating 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 which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form and amount acceptable which will be sufficient to Standard and Poor’s Ratings Services, Inc. restore the immediately prior ratings of the Certificates that were rated when issued and/or the NIMS ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"if any), and subject without regard to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawalInsurance Policies, qualification if any, issued by the Note Insurer or downgrade the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the then current Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings assigned of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Notes. 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 AGREEMENTInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer.

Rating Agency Downgrade. In the event that BSFP's long(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "A1Aa3" by Moody's ’s, (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP (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-HE12, Asset-Back Certificates, Series 2005-HE12 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE12 NIM Trust 2005-HE12, Asset-Backed Notes, Series 2005-HE12 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) cause secure another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's IXIS’s obligations under this Agreement or (iii) post collateral that will be sufficient to restore the immediately prior ratings of the Certificates and the Notes. IXIS’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. In the event that IXIS’s or IXIS Corporate & Investment Bank’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, IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, IXIS’s obligations under this Agreement; provided . For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with Fitch and S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days 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-AQ1, Asset-Back Certificates, Series 2005-AQ1 (the “Certificates”) and CMO Holdings II Ltd., Series BSABS AQ1 NIM Trust 2005-1 Notes (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided .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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" 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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator NIMS Insurers (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided that such other person is approved by the Administrator NIMS Insurers, such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form satisfactory to each Swap Rating Agency and amount acceptable the NIMS Insurers which will be sufficient to Standard restore the immediately prior ratings of the Certificates and Poor’s Ratings Servicesany note insured by the NIMS Insurers, Inc. or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. In the event that BSFP's long-term unsecured and unsubordinated debt rating is reduced below "S&P") and Xxxxx'x Investors ServiceBBB-" or withdrawn by S&P then, Inc. ("Moody's")within 10 Business Days after such rating downgrade or withdrawal, and BSFP shall, subject to the Rating Agency Condition and 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. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P Standard and Poor’s Ratings Services, a division of the MxXxxx-Xxxx Companies, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's Mxxxx’x Investors Service, Inc., or any successor thereto (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade downgrade, BSFP shall, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. . . NEITHER THE BEAR XXXXXXX SXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX SXXXXXX 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P Standard and Poor’s Ratings Services, a division of the MxXxxx-Xxxx Companies, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's Mxxxx’x Investors Service, Inc., or any successor thereto (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade downgrade, BSFP shall, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. . •. . NEITHER THE BEAR XXXXXXX SXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX SXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Rating Agency Downgrade. In the event that If a Ratings Event (as defined below) occurs with respect to BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" 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 BSFP shall, at its is own expense, either (i) cause another entity subject to replace BSFP the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party to this Agreement within thirty (30) days of such Ratings Event that meets or exceeds exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Rating Ratings Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreementas defined below), (ii) obtain a guaranty ofdeliver collateral, or a contingent agreement and an executed ISDA Credit Support Annex, within thirty (30) days of another person with the Approved Rating Thresholds, such Ratings Event and subject to honor, BSFP's obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to each of Standard and Poor’s Ratings Services, Inc. ("“S&P"’s”) and Xxxxx'x Moody’s Investors Service, Inc. ("“Moody's")’s” and together with S&P, and subject to the “Rating Agencies”) written confirmation from S&P and Moody's xxxxxrmation 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 NotesCertificates, (iii) obtain a guaranty within thirty (30) days acceptable to the Rating Agencies, 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. NEITHER THE BEAR XXXXXXX COMPANIES INCFor the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INCFor purposes of this Transaction, a “Ratings Event” shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating is reduced below “AA-” by S&P, or “Aa3” by Moody’s (including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the “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. OTHER THAN 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 Rating Agencies then providing a rating of the Certificates and receive from the 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. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and unsubordinated debt rating is either (i) withdrawn or (ii) reduced below “BBB-” by S&P, or its unsecured, short-term debt obligations is reduced below “A-3” by S&P then, BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENTshall, 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(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or its (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below A1 by Moody’s or such party’s short-term rating is withdrawn or reduced below P-1 by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is withdrawn or reduced below "A1Aa3" 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 BSFP (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-HE8, Asset-Back Certificates, Series 2005-HE8 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE8 NIM Trust 2005-HE8, Asset-Backed Notes, Series 2005-HE8 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), IXIS shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.IXIS’s

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form which will be sufficient to restore the immediately prior ratings of the Certificates. 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 amount acceptable to Standard and Poor’s Ratings Servicesunsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 Business Days after such rating withdrawal or downgrade, Inc. ("Moody's")BSFP shall, and subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 Notwithstanding anything else to the contrary herein, in the event that BSFP's longthe short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below “A-1” by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “P-1” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP shall(unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating 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 which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form and amount acceptable which will be sufficient to Standard and Poor’s Ratings Services, Inc. restore the immediately prior ratings of the Certificates that were rated when issued and/or the NIMS ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"if any), and subject without regard to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawalInsurance Policies, qualification if any, issued by the Note Insurer or downgrade the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the then current Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings assigned of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Notes. 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 AGREEMENTInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer.

Rating Agency Downgrade. In the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" by Moody's Mxxxx'x (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 other person is approved by rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's (i) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A+" ” by S&P or its Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” by Moody's Xxxxx’x or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Xxxxx’x, or, in the event that Party A does not have a short-term rating from Xxxxx’x, if Party A’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Xxxxx’x (and together with S&PS&P and DBRS, the "“Swap Rating Agencies", ” and such rating thresholds, "“Approved Rating Thresholds"” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such rating withdrawal or downgrade BSFP (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Citigroup Mortgage Loan Trust 2006-NC1, Asset-Backed Pass-Through Certificates, Series 2006-NC1 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable equal to the amount required pursuant to the then-current published criteria of the applicable Swap Rating Agency (or, if there is no such criteria, an amount equal to Party B’s “Exposure” (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the “Credit Support Annex”) the terms of which are hereby incorporated by reference herein. In the event that Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"“Required Rating Downgrade Event”), and then within 10 Business Days after such rating withdrawal or downgrade, Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery the proposed action or inaction would not cause a downgrade or withdrawal of such collateral the then-current rating of any Certificates or Notes. For purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”). The failure by Party A to comply with any of its obligations in the context of such downgrade will this Part 5(h) shall not result in a withdrawal, qualification or downgrade an Event of the then current ratings assigned Default but shall instead be subject to the Notesprovisions of Part (g)(i) above. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR At any time that Party A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.assigns this Agreement to a replacement counterparty as provided above, Party A shall no longer have any obligation to post collateral as provided above and Party B shall promptly return any then-posted collateral to Party A. At any time after the occurrence of a Rating Agency Downgrade, if the ratings of Party A’s guarantor (or, if Party A has no guarantor, of Party A) are upgraded so as to meet the Approved Rating Thresholds, Party A shall no longer have any obligation to post collateral, assign this Agreement to a replacement counterparty or find a guarantor as provided above and Party B shall promptly return any then-posted collateral, if any, to Party A.

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Xxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's Xxxxx’x or its short-term credit rating is withdrawn or reduced below “P-1” by Xxxxx’x (and together with S&PS&P and DBRS, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) deliver collateral acceptable in a form establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and amount acceptable to Standard any Notes. In the event that DBAG’s long-term unsecured and Poor’s Ratings Servicesunsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 days after such rating withdrawal or downgrade, Inc. ("Moody's")DBAG shall, and subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's (i) Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or, in the event that Party A does not have a short-term rating from S&P, if Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A+" ” by S&P S&P, or its (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” by Moody's ’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Party A does not have a short-term rating from Moody’s, if Party A’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&PMoody’s, the "“Swap Rating Agencies", ” and such rating thresholds, "“Approved Rating Thresholds"” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 thirty (30) calendar days after such rating withdrawal or downgrade BSFP (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-AR3, Mortgage Pass-Through Certificates (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"“Required Rating Downgrade Event”), and then within ten (10) calendar days after such rating withdrawal or downgrade, Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to the rating of any Certificates or Notes. 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 AGREEMENTFor purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator NIMS Insurers (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided that such other person is approved by the Administrator NIMS Insurers, such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE6, Asset-Back Certificates, Series 2005-HE6 (the “Certificates”) and CMO Holdings II Ltd., BSABS HE6 NIM Trust 2005-1, Asset-Backed Notes, Series 2005-HE6 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or S&P, its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Mxxxx’x, or if rated by Fitch ("A1Fitch") 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 Moody's Fitch (and together with S&PS&P and Mxxxx’x, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade downgrade, BSFP shall, at its own expenseexpense and subject to the Rating Agency Condition, either (i) 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 Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 other person is approved by the Administrator rating withdrawal or downgrade, such approval not to be unreasonably withheldBSFP, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poorat it’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), own expense and subject to the Rating Agency Condition, shall either (i) 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. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 has reconfirmed the rating of the Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, BSFP’s obligations under this Agreement, (iii) post collateral under a Credit Support Annex which will be sufficient to restore the immediately prior ratings of the Notes; or (iv) establish any other arrangement satisfactory to the applicable Swap Rating Agency, which will be sufficient to restore the immediately prior ratings of the Notes. 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 ’s obligations under this Agreement; provided . 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 aspect to any particular proposed act or omission to act hereunder that such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with each of the Swap Rating Agencies then providing a form rating of the Notes and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then current ratings assigned to rating of the Notes. 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 (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 or reduced below of at least "A+A2" by S&P Moody's, 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 "A1" 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 BSFP downgrade, Barclays shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of 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 person steps, if any, to enable the Trust to satisfy the Rating Agency Condition. Notwithstanding the foregoing, in the event that Barclays' long term rating or short term rating is approved withdrawn by S&P, it shall, subject to the Administrator Rating Agency Condition, cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement within 30 days from such approval 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 each of the Rating Agencies then providing a rating of the Certificates and receive from each Rating Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. 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, or (iii) deliver collateral acceptable in a form to whom all of Barclays' interests and amount acceptable obligations under this Agreement shall be assigned at no cost to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's")Counterparty, and subject to written confirmation following which Barclays shall be released from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.all further obligations under this Agreement:

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005 HE11, Asset-Back Certificates, Series 2005-HE11 (the “Certificates”) and CMO Holdings 11 Ltd., BSABS HE11 NIM Trust 2005-HE 11, Asset-Backed Notes, Series 2005-HE11 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and any Notes. 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P Standard and Poor’s Rating Services, Inc. a division of the McGraw Hill Companies Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Mxxxx’x Investors Service, Inc. (“Moody's ’s”) (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the then-current rating of the New Century Home Equity Loan Trust, Series 2005-D Asset Backed Pass-Through Certificates (the “Certificates”)), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) deliver collateral satisfactory to the Swap Rating Agencies; provided, however, that if such downgrade or withdrawal results in a long-term unsecured debt rating of less than “BBB-” or no rating by S&P, BSFP shall, at its own expense, not later than 10 Bu siness Days after the occurrence of such a downgrade or withdrawal, find a replacement entity or obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, pursuant to honor, BSFP's obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, (i) or (iiiii) deliver collateral acceptable in above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP(i) Wachovia's short-term unsecured and unsubordinated debt rating is reduced below "A-1" by S&P, or if such short-term debt rating is below "A-1" or Wachovia does not have a short-term debt rating from S&P, Wachovia's long-term unsecured and unsubordinated debt rating is reduced below "A+" by S&P, (ii) Wachovia's long-term unsecured and unsubordinated debt rating is reduced below "A1" by Moody's or its short-term unsecured and unsubordinated debt rating is reduced below "P1" by Moody's, or, in the event that Wachovia does not have a short-term rating from Moody's, if Wachovia's long-term unsecured and unsubordinated debt rating is reduced below "Aa3" by Moody's or (iii) Wachovia's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+A" by S&P Fitch or its longshort-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1F1" by Moody's Fitch (and together with S&PS&P and Xxxxx'x, the "Swap Rating Agencies", " and such rating thresholds, "Approved Rating Thresholds" and any such reduction below the Approved Rating Thresholds, a "Collateral Rating Downgrade Event"), then within 30 days after such rating withdrawal or downgrade BSFP by one or more Swap Rating Agencies (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Mortgage Pass-Through Certificates, Series 2006-AR1 (the "Certificates") which was in effect immediately prior to such withdrawal or downgrade), Wachovia shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFPWachovia's payment obligations under this Agreement, or (iii) post collateral which will be sufficient to not cause the reduction or withdrawal of its then current ratings of the Certificates. In the event that Wachovia's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-" by S&P (a "Required Rating Downgrade Event"), then within 10 Business Days after such rating withdrawal or downgrade, Wachovia shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Wachovia's obligations under this Agreement; provided . For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that such other person is approved by the Administrator party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates. For purposes of this Agreement, such approval not the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to be unreasonably withheld, or as a rating agency downgrade (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody'sRating Agency Downgrade"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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 longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&PS&P and DBRS, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) deliver collateral acceptable in a form establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and amount acceptable to Standard any Notes. In the event that DBAG’s long-term unsecured and Poor’s Ratings Servicesunsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 days after such rating withdrawal or downgrade, Inc. ("Moody's")DBAG shall, and subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's (i) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A+" ” by S&P or its Party A’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or (ii) Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” by Moody's ’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Party A does not have a short-term rating from Moody’s, if Party A’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&PS&P and DBRS, the "“Swap Rating Agencies", ” and such rating thresholds, "“Approved Rating Thresholds"” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such rating withdrawal or downgrade BSFP (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Citigroup Mortgage Loan Trust 2006-NC1, Asset-Backed Pass-Through Certificates, Series 2006-NC1 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), Party A shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable equal to the amount required pursuant to the then-current published criteria of the applicable Swap Rating Agency (or, if there is no such criteria, an amount equal to Party B’s “Exposure” (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the “Credit Support Annex”) the terms of which are hereby incorporated by reference herein. In the event that Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"“Required Rating Downgrade Event”), and then within 10 Business Days after such rating withdrawal or downgrade, Party A shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Party A’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery the proposed action or inaction would not cause a downgrade or withdrawal of such collateral the then-current rating of any Certificates or Notes. For purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”). The failure by Party A to comply with any of its obligations in the context of such downgrade will this Part 5(h) shall not result in a withdrawal, qualification or downgrade an Event of the then current ratings assigned Default but shall instead be subject to the Notesprovisions of Part (g)(i) above. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR At any time that Party A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.assigns this Agreement to a replacement counterparty as provided above, Party A shall no longer have any obligation to post collateral as provided above and Party B shall promptly return any then-posted collateral to Party A. At any time after the occurrence of a Rating Agency Downgrade, if the ratings of Party A’s guarantor (or, if Party A has no guarantor, of Party A) are upgraded so as to meet the Approved Rating Thresholds, Party A shall no longer have any obligation to post collateral, assign this Agreement to a replacement counterparty or find a guarantor as provided above and Party B shall promptly return any then-posted collateral, if any, to Party A.

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates, or (iiiiv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P Standard and Poor’s Ratings Services, Inc., a division of the MxXxxx-Xxxx Companies, Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Mxxxx’x Investors Service, Inc. (“Moody's ’s”) (and together with S&PS&P and Fitch Ratings Ltd. (“Fitch”), the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such rating withdrawal or downgrade downgrade, BSFP shall, at its own expenseexpense and subject to the Rating Agency Condition, either (i) cause secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided , (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) take any other action that satisfies the Rating Agency Condition. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” by S&P (a “Required Rating Downgrade Event”), then within 10 Business Days after such other rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition and at its own expense, (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 of, or a contingent agreement of another person is approved by with the Administrator Approved Rating Thresholds, such approval not to be unreasonably withheldhonor, BSFP’s obligations under this Agreement, or (iii) deliver collateral acceptable in take any other action that satisfies the Rating 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 each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard any Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates or the Notes. 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 AGREEMENTFor purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates, or (iiiiv) deliver collateral acceptable in a form establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates. In the event that DBAG’s long-term unsecured and amount acceptable to Standard unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and Poor’s Ratings Servicesunsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 days after such rating withdrawal or downgrade, Inc. ("Moody's")DBAG shall, and subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s, or if DBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by Fitch or DBAG’s long-term rating is reduced or withdrawn below “A” by Fitch (and together with S&PS&P and Moody’s, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates, or (iiiiv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's (i) Wachovia’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, or if such short-term debt rating is below “A-1” or Wachovia does not have a short-term debt rating from S&P, Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A+" ” by S&P S&P, or its (ii) Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” by Moody's ’s or its short-term unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s, or, in the event that Wachovia does not have a short-term rating from Moody’s, if Wachovia’s long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P, the "“Swap Rating Agencies", ” and such rating thresholds, "“Approved Rating Thresholds"” and any such reduction below the Approved Rating Thresholds, a “Collateral Rating Downgrade Event”), then within 30 days after such Collateral Rating Downgrade Event by one or more Swap Rating Agencies (unless, within 30 days after such Collateral Rating Downgrade Event, each such Swap Rating Agency, as applicable, has reconfirmed the rating withdrawal or downgrade BSFP of the MASTR Asset Backed Securities Trust 2006-WMC3 Mortgage Pass Through Certificates, Series 2006-WMC3 (the “Certificates”) and any notes backed by the Certificates (the “Notes”), which was in effect immediately prior to such Collateral Rating Downgrade Event), Wachovia shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Wachovia’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable which will be sufficient to restore the ratings of the Certificates and any Notes in effect immediately prior to such Collateral Rating Downgrade Event (assuming for this purpose that no rating downgrade or withdrawal of the Certificates or Notes unrelated to the Collateral Rating Downgrade Event has occurred since the Collateral Rating Downgrade Event). In the event that Wachovia’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P (a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"“Required Rating Downgrade Event”), and then within 10 Business Days after such rating withdrawal or downgrade, Wachovia shall, subject to the Rating Agency Condition and at its own expense, either (i) secure another entity to replace Wachovia as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, Wachovia’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to the rating of any Certificates or Notes. 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 AGREEMENTFor purposes of this Agreement, the occurrence of either a Collateral Rating Downgrade Event or a Required Rating Downgrade Event may be referred to as a rating agency downgrade (a “Rating Agency Downgrade”).

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Xxxxx’x, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's Xxxxx’x or its short-term credit rating is withdrawn or reduced below “P-1” by 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 BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any Notes, or (iiiiv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Xxxxx’x or its short-term credit rating is reduced below “P-2” by Xxxxx’x, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates or any Note.

Rating Agency Downgrade. In the event that BSFP's (i) DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P, (ii) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A” by S&P Fitch or its short-term credit rating is reduced below “F1” by Fitch, or (iii) if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is reduced below “P1” by Moody’s, or if DBAG has only a long-term credit rating and its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Moody’s (and together with S&P, DBRS and Fitch, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates and any notes, or (iiiiv) establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates and any notes. In the event that (i) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P, or (ii) DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rxxxxx xs reduced below “P-2” by Moody’s, then within 10 days after xxxx xating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. In either case DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P"i) and Xxxxx'x Investors Service(ii) above. For purposes of this provision, Inc. ("Moody's")“Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In Notwithstanding anything else to the contrary herein, in the event that BSFP's longthe short-term unsecured and unsubordinated debt rating of Party A’s Credit Support Provider is withdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1P-1" by Moody's ’s (and together with S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days after such rating withdrawal or downgrade BSFP shall(unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating 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 which was in effect immediately prior to such withdrawal or downgrade), Party A, at its own expense, either shall (i) cause seek another entity to replace BSFP Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in a form and amount acceptable which will be sufficient to Standard and Poor’s Ratings Services, Inc. restore the immediately prior ratings of the Certificates that were rated when issued and/or the NIMS ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"if any), and subject without regard to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawalInsurance Policies, qualification if any, issued by the Note Insurer or downgrade the Backup Note Insurer; or (iv) establish any other arrangement satisfactory to each of the then current Note Insurer, the Backup Note Insurer and the applicable Swap Rating Agency which will be sufficient to restore the immediately prior ratings assigned of the Certificates that were rated when issued and/or the NIMS (if any), without regard to the Notes. 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 AGREEMENTInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “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 "A1" “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 within 30 days thereafter, each of the Swap Rating Agencies has reconfirmed the ratings of the Certificates which were in effect immediately prior thereto), BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement, or (iii) post collateral acceptable to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates. 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 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. Notwithstanding the foregoing, 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 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 such other person is approved if a replacement cannot be found, the counterparty shall deliver a guarantee from an entity rated at least “A-“ or higher by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.S&P.”

Rating Agency Downgrade. In the event that BSFP's longDBAG’s short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A-1” by S&P or or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “A2” by Moody's ’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&PS&P and DBRS, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace BSFP DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's DBAG’s obligations under this Agreement; provided that such other person is approved by , (iii) post collateral which will be sufficient to restore the Administrator , such approval not to be unreasonably withheldimmediately prior ratings of the Certificates, or (iiiiv) deliver collateral acceptable in a form establish any other arrangement satisfactory to the Swap Rating Agencies, which will be sufficient to restore the immediately prior ratings of the Certificates. In the event that DBAG’s long-term unsecured and amount acceptable to Standard unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and Poor’s Ratings Servicesunsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 days after such rating withdrawal or downgrade, Inc. ("Moody's")DBAG shall, and subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's Party A’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “A” and the short term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by S&P or Fitch, Inc. (“Fitch”) and its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "“A1" ” and the short term unsecured and unsubordinated debt rating is withdrawn or reduced to below “P-1” by Xxxxx’x Investors Service, Inc. (“Moody's (’s” and together with S&PFitch, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days of such rating withdrawal or downgrade (unless, within 30 days after such rating withdrawal or downgrade BSFP shalleach such Swap Rating Agency has reconfirmed the rating of the Offered Certificates, at its own expensewhich was in effect immediately prior to such withdrawal or downgrade), either then Party A shall (i1) cause obtain a replacement ISDA Interest Rate and Currency Exchange Agreement and confirmation with another entity to replace BSFP as party to this Agreement that meets or exceeds counterparty with the Approved Rating Thresholds and that is approved by the Administrator Party B (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Master Agreement and the related Confirmation (ii2) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's Party A’s obligations under this AgreementMaster Agreement and the related Confirmation; provided that such other person is approved by the Administrator Party B, such approval not to be unreasonably withheld, (3) post collateral which will be sufficient to restore the immediately prior ratings of the Offered Certificates; or (iii4) deliver collateral acceptable in a form and amount acceptable establish any other arrangement satisfactory to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject the applicable Swap Rating Agency which will be sufficient to written confirmation from S&P and Moody's that delivery of such collateral in restore the context of such downgrade will not result in a withdrawal, qualification or downgrade immediately prior ratings of the then current ratings assigned to the Notes. 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 AGREEMENTOffered Certificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P Standard and Poor’s Ratings Services, Inc. (“S&P”) or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Xxxxx’x Investors Service, Inc. (“Moody's (’s” and together with S&PS&P and Dominion Bond Ratings Service (“DBRS”), the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 Days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates and any Notes, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, either subject to the Rating Agency Condition, (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in a form take any other action that satisfies the Rating Agency Condition. BSFP’s failure to do any of the foregoing shall constitute an Additional Termination Event with BSFP as the Affected Party. In the event that BSFP’s long-term unsecured and amount acceptable to Standard and Poor’s Ratings Servicesunsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P, Inc. ("S&P") and Xxxxx'x Investors Servicethen within 10 Business Days after such rating withdrawal or downgrade, Inc. ("Moody's")BSFP shall, and subject to the Rating Agency Condition and at its own expense, (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 of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement, or (iii) take any other action that satisfies the Rating Agency Condition. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to the rating of any Certificates or any Notes. 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 Notwithstanding anything else to the contrary herein, in the event that BSFP's long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" 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 BSFP shall(unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating 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 which was in effect immediately prior to such withdrawal or downgrade), BSFP, at its own expense, shall either (i) cause obtain another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement; provided , (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates that such other person is approved were rated when issued and/or the NIMS, if any, without regard to the Insurance Policies, if any, issued by the Administrator Note Insurer or the Backup Note Insurer, such approval not to be unreasonably withheldif any, or (iiiiv) deliver collateral acceptable in a form and amount acceptable establish any other arrangement satisfactory to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to written confirmation from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade each of the then current Note Insurer and the Backup Note Insurer, if any, the applicable Swap Rating Agency, which will be sufficient to restore the immediately prior ratings assigned of the Certificates that were rated when issued and/or the NIMS, if any, without regard to the Notes. 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 AGREEMENTInsurance Policies, if any, issued by the Note Insurer and/or the Backup Note Insurer, if any.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 downgrade, BSFP shall, at its own expenseexpense and subject to the Rating Agency Condition, either (i) cause 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 is approved by meets or exceeds the Administrator (which approval shall not be unreasonably withheld) 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; provided that such other person is approved by the Administrator , such approval not to be unreasonably withheld, or (iii) deliver collateral acceptable in take such other action that satisfies the Rating 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 each of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard any notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to the rating of Certificates or Notes. 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 ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “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 downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) 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 Administrator NIMS Insurers (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's ’s obligations under this Agreement; provided that such other person is approved by the Administrator NIMS Insurers, such approval not to be unreasonably withheld, or (iii) deliver post collateral acceptable in satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any 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 form rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1" “Aa3” by Moody's ’s (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC2, Asset-Back Certificates, Series 2005-TC2 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC2 NIM Trust 2005-TC2 Asset-Backed Notes, Series 2005-TC2 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 such other person is approved by the Administrator , such approval not party acting or failing to be unreasonably withheld, or (iii) deliver collateral acceptable in act must consult with any of the Swap Rating Agencies then providing a form rating of the Certificates and amount acceptable to Standard Notes and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Certificates and Notes. 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(i) IXIS’s or IXIS Corporate & Investment Bank’s short-term unsecured and unsubordinated debt rating is withdrawn reduced below “A-1” by S&P or (ii) if IXIS or IXIS Corporate & Investment Bank has a long- term rating and a short-term rating from Moody’s, such party’s long-term rating is reduced below “A1” by Moody’s or such party’s short- term rating is reduced below “P-1” by Moody’s, or if such party does not have a short-term rating from Moody’s, such party's long-term rating is reduced below "A+" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" by Moody's ’s, (and together with S&P, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade BSFP (unless, within 30 days after such downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such downgrade), IXIS shall, subject to the Rating Agency Condition and at its own expense, either (i) cause seek another entity to replace BSFP IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, Agreement or (ii) obtain a guaranty of, or a contingent agreement of of, another person with the Approved Rating Thresholds, to honor, BSFP's honor IXIS’s obligations under this Agreement; provided . In the event that IXIS is unable to comply with (i) and (ii) of this Section (k) within 30 days after such other person downgrade, IXIS shall post collateral, subject to the Rating Agency Condition, until it can comply with (i) and (ii) above. In the event that IXIS’s or IXIS Corporate & Investment Bank’s long-term unsecured and unsubordinated debt rating is approved reduced below “BBB-” or withdrawn by S&P then, within 10 days after such rating downgrade or withdrawal, IXIS shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) seek another entity to be unreasonably withheldreplace IXIS as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or (iii) deliver collateral acceptable in a form contingent agreement of, another person with the Approved Rating Thresholds, to honor IXIS’s obligations under this Agreement. IXIS’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with IXIS as the Affected Party. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

Rating Agency Downgrade. In the event that BSFP's ’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A+" “AA-” by S&P or S&P, its long-term unsecured and unsubordinated debt rating is reduced below “Aa3” by Mxxxx’x, or if rated by Fitch ("Fitch") and the unsecured debt rating of Party A, or its Credit Support Provider, is withdrawn by or reduced below "A1A" (long term) or "F-1" (short term) by Moody's Fitch (and together with S&PS&P and Mxxxx’x, the "“Swap Rating Agencies"”, and such rating thresholds, "“Approved Rating Thresholds"”), then within 30 days after such rating withdrawal or downgrade downgrade, BSFP shall, at its own expenseexpense and subject to the Rating Agency Condition, either (i) 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 Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 other person is approved by rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.

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 or reduced below of at least "A+A2" by S&P Moody's, 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 "A1" 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 BSFP downgrade, Barclays shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP Barclays as party to this Agreement that meets or exceeds the Approved Required Swap Counterparty Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of 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 person steps, if any, to enable the Trust to satisfy the Rating Agency Condition. Notwithstanding the foregoing, in the event that Barclays' long term rating or short term rating is approved withdrawn by S&P, Barclays shall, subject to the Administrator Rating Agency Condition, cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement within 10 days from such approval 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 each of the Rating Agencies then providing a rating of the Certificates and receive from each Rating Agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. 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, or (iii) deliver collateral acceptable in a form to whom all of Barclays' interests and amount acceptable obligations under this Agreement shall be assigned at no cost to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's")Counterparty, and subject to written confirmation following which Barclays shall be released from S&P and Moody's that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Notes. 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.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 "A+AA-" by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1Aa3" by Moody's (and together with togexxxx xxth S&P, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Certificates, which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) cause seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, 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; provided . 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 other person is approved by rating withdrawal or downgrade, BSFP shall, subject to the Administrator Rating Agency Condition and at its own expense, such approval not either (i) secure another entity to be unreasonably withheldreplace 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 (iii) deliver collateral acceptable in a form contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and amount acceptable to Standard and Poor’s Ratings Services, Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("Moody's"), and subject to receive from each of the Swap Rating Agencies a prior written confirmation from S&P and Moody's that delivery of such collateral in the context of such proposed action or inaction would not cause a downgrade will not result in a withdrawal, qualification or downgrade withdrawal of the then then-current ratings assigned to rating of the Notes. 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 AGREEMENTCertificates.