Common use of Ratings Event Clause in Contracts

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("“Ratings Event"”) if at any time after the date hereof Party A BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“BBB-" ” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“A2" by Moody's ’s (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“P-1" ” by Moody's ’s (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) BSFP does not have a short-term rating from Moody's’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“A1" ” by Moody's ’s (including if such rating is on watch for possible downgrade). Following a Ratings Event, BSFP shall take the following actions at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies the Rating Agency Condition (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Rating Agency Condition), and (B) not later than 10 business days after the occurrence of such a downgrade or withdrawal by S&P or Moody’s, either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Rating Agency Condition or whose guarantor (pursuant to a form of guaranty which satisfies the Rating Agency Condition) satisfies the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Rating Agencies, or (II) provide a guaranty (pursuant to a form of guaranty that satisfies the Rating Agency Condition) from a guarantor which satisfies the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Rating Agencies. 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.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedowxxxxxx) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedowxxxxxx) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A Pxxxx X (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedowxxxxxx).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party Xxxxx A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred occurs with respect to Party A and (or any applicable Credit Support Provider), then Party A shall, at its own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by Party B, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the sole Affected Approval Rating Thresholds to honor Party A's obligations under this Agreement, provided that such other person is approved by Party B, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch Ratings ("Fitch") and Moody's Investor Service, Inc. ("Moody's"), which will be suffixxxxx xo restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch and Moody's which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the ratings on the Certificates could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or any applicable credit support provider) if its Credit Support Provider) are rated at least short term unsecured and unsubordinated debt rating is withdrawn or reduced below "BBB-F1" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (Fitch or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term unsecured unsubordinated debt obligations of Party A (rating is withdrawn or its Credit Support Provider) are rated at least reduced below "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating xxxxxx is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, longlonx-term xxxx senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating xxxxxx is on watch for possible downgrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 business days after such rating withdrawal or downgrade (unless, within 10 business days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Moody's Investors Service, Inc. ("Moody's" and together with S&P, xxx "Xating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating is reduced below "AA-" by S&P, and "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) days of such rating is reduction, at its own expense, and satisfying the Rating Agency Condition, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A 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 (or iii) 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 Reference Number: FXNSC8532 LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust, Series 2006-5 July 27, 2006 Page 12 of 15 Affected Party. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Form Master Agreement.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates and any Notes which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were and the Notes was changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's’s) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("“Ratings Event"”) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“BBB-" ” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“A2" by Moody's Xxxxx’x (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "“P-1" ” by Moody's Xxxxx’x (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody'sXxxxx’x, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“A1" ” by Moody's Xxxxx’x (including if such rating is on watch for possible downgrade). Following a Ratings Event, Party A shall take the following actions at its own expense and subject to the Rating Agency Condition (other than with respect to sub-clause (A) hereafter), (A) immediately post collateral in accordance with the Credit Support Annex attached hereto (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Swap Counterparty Ratings Requirement, and (B) not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P or Xxxxx’x, either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Swap Counterparty Ratings Requirement or whose guarantor satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies, or (II) provide a guaranty from a guarantor that satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies. The occurrence of the Additional Termination Event described in Part 1(h)(A) and (B) shall have no effect on Party A’s obligation to undertake the steps set forth hereunder in the event Party B does not exercise its right to terminate hereunder. Notwithstanding the foregoing, in the event that S&P has other published criteria with respect to the downgrade of a counterparty in effect at the time of such a downgrade of Party A, Party A shall be entitled to elect to take such other measures specified in such published criteria subject to the satisfaction of the Rating Agency Condition.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Moody's, S&P and Fitch, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Moody's, S&P and Fitch which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-l" by S&P, is withdrawn or reduced below "F-l" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least "AA-" by S&P, and at least "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policydowngrade. For purposes of this provision, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).RATING

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to Rabobank (or any applicable credit support provider), then Rabobank shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Rabobank's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that Rabobank does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Rabobank (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "F-1" by Fitch or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's or its short-term unsecured and unsubordinated debt ratinx xx xxthdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" by DBRS (including in connection with a merger, consolidation or other similar transaction by Rabobank or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Fitch, Moody's, S&P and DBRS has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to IXIS (or any applicable credit support provider), then IXIS shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such rating withdrawal Ratings Event to a third party that meets or downgrade exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (unlessas defined below) on terms substantially similar to this Confirmation, within 10 days after which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (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 that such withdrawal other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Moody's and S&P which will be sufficient to restore the immediately prior ratings of the Certificates, or downgrade(iv) establish any other arrangement satisfactory to Moody's and S&P which will be sufficient to restore the immediately prior ratings of the Certificates; provided, that with respect to clauses (ii), (iii) and (iv) above, each such Swap Rating Agency of the Moody's and S&P has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or thereto. For avoidance of doubt, a downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless of the rating on the Certificates could occur in the event that IXIS does not post sufficient collateral. For purposes of the Swap Certificates were changed due to this Transaction, a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event "Ratings Event" shall have occurred occur with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event IXIS ("Ratings Event"or any applicable credit support provider) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term unsecured and unsubordinated debt obligations of Party A (or its Credit Support Provider) are rated at least rating is reduced below "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term unsecured and unsubordinated debt rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "A1A-1" by S&P (including in connection with a merger, consolidation or other similar transaction by IXIS or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Moody's (including if such rating is on watch for possible downgradeand S&P has reconfirmed the ratings of the Certificates, as applicable, which was in effect immediately prior thereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Xxxxx'x, S&P and Fitch, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Xxxxx'x, S&P and Fitch which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-l" by S&P, withdrawn or reduced bellowed "F-l" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Xxxxx'x and S&P has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least "AA-" by S&P, and at least "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policyCertificates, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).as

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates Notes which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates Notes were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's’s) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("“Ratings Event"”) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“BBB-" ” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“A2" by Moody's ’s (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "“P-1" ” by Moody's ’s (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“A1" ” by Moody's ’s (including if such rating is on watch for possible downgrade), and (C) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by Fitch. Following a Ratings Event, Party A shall take the following actions at its own expense and subject to the Rating Agency Condition (other than with respect to sub-clause (A) hereafter), (A) immediately post collateral in accordance with the Credit Support Annex attached hereto (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Swap Counterparty Ratings Requirement, and (B) not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P or Moody’s, either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Swap Counterparty Ratings Requirement or whose guarantor satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies, or (II) provide a guaranty from a guarantor that satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies. The occurrence of the Additional Termination Event described in Part 1(h)(A) and (B) shall have no effect on Party A’s obligation to undertake the steps set forth hereunder in the event Party B does not exercise its right to terminate hereunder. Notwithstanding the foregoing, in the event that S&P has other published criteria with respect to the downgrade of a counterparty in effect at the time of such a downgrade of Party A, Party A shall be entitled to elect to take such other measures specified in such published criteria subject to the satisfaction of the Rating Agency Condition.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1P-I" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party Xxxxx A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days Business Days after such rating withdrawal or downgrade (unless, within 10 days Business Days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least "AA-" by S&P, and at least "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (S&P or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the 's, or its unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) days of such rating is reduction, at its own expense, and satisfying the Rating Agency Condition, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A 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 (or iii) 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. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Form Master Agreement.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("“Ratings Event"”) if at any time after the date hereof Party A BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“BBB-" ” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“A2" by Moody's ’s (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“P-1" ” by Moody's ’s (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) BSFP does not have a short-term rating from Moody's’s, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) BSFP are rated at least "“A1" ” by Moody's ’s (including if such rating is on watch for possible downgrade). Following a Ratings Event, BSFP shall take the following actions at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies the Rating Agency Condition (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Rating Agency Condition), and (B) not later than 10 business days after the occurrence of such a downgrade or withdrawal by S&P or Moody’s, either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Rating Agency Condition or whose guarantor (pursuant to a form of guaranty which satisfies the Rating Agency Condition) satisfies the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Rating Agencies, or (II) provide a guaranty (pursuant to a form of guaranty that satisfies the Rating Agency Condition) from a guarantor which satisfies the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Rating Agencies.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) 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 (iv) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP, 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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) business days of such rating is 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 watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A 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 (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. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Form Master Agreement.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's"), and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) within thirty (30) days of such Ratings Event, obtain a guaranty subject to the Rating Agency Condition, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or (iv) take any other action that satisfies the Rating Agency Condition within thirty (30) days of such Ratings Event. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS Event" shall occur with respect to BSFP, 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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) business days of such rating is 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 watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A 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 (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. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Form Master Agreement.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP (or any applicable credit support provider), then BSFP shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (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 Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch Rating ("Fitch"), Standard and Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investor Service, Xxx. ("Xxxdy's"), which will be sufficixxx xx restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch, S&P and Moody's which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP (or downgrade any applicable credit support provider) if its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "AA-" by S&P or "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of S&P and Moody's has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, or (iii) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least "AA-" by S&P, and at least "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) days of such rating is reduction, at its own expense, and satisfying the Rating Agency Condition, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A 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 (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. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Form Master Agreement.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) 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 (iv) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP, 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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).unsecured and

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Covered Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), and unless the rating of the Swap Covered Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-BBB" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is raxxxx xx on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1P-2" by Moody's (including if such rating is on xx xx watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior xxxxxx debt obligations of Party A (or its Credit Support Provider) are rated at least "A1A2" by Moody's (including if such rating is on xx xx watch for possible downgrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Covered Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Covered Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's Xxxxx'x (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's Xxxxx'x (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody'sXxxxx'x, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's Xxxxx'x (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) occurs with respect to Party A has not(or any applicable credit support provider), then Party A shall, within 10 thirty (30) days after of such Ratings Event, at its own expense, and subject to the Rating Agency Condition, (i) assign all Transactions to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement that satisfies the Rating Agency Condition of (“Fitch”), Xxxxx’x Investor Service, Inc. (“Moody’s”), Standard and Poors Rating Service, a division of The McGraw Hill Companies, Inc. (“S&P”) and Dominion Bond Rating Service, Inc. (“DBRS”) (each a “Rating Agency”) with respect to the Certificates and any notes backed by the Certificates (“Notes”). For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a “Ratings Event” shall occur with respect to Party A (or downgrade any applicable credit support provider) if (i) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by Fitch, or (ii) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1” by Moody’s (or, if it has no short-term unsecured and unsubordinated debt rating, its long-term rating is reduced to “Aa3” (and is on watch for downgrade) or below), or (iii) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider), such ratings being referred to herein as the “Approved Ratings Thresholds,” (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap of the Rating Agency Agencies has reconfirmed the rating ratings of the Swap Certificates or any Notes, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred occurs with respect to Party A BNY (or any applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and Party A other instruments satisfactory to Moody's, S&P, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Moody's and S&P which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall be the sole Affected Party occur with respect to such Additional Termination Event. It shall be a ratings event BNY ("Ratings Event"or any applicable credit support provider) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term unsecured and unsubordinated debt obligations of Party A (rating is withdrawn or reduced below "A-1" by S&P or its Credit Support Provider) are rated at least short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's (including if in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such rating is on watch for possible downgrade) or ratings being referred to herein as the "Approved Ratings Thresholds," (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody'sunless, the unsecuredwithin 30 days thereafter, long-term senior debt obligations each of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradeand S&P has reconfirmed the ratings of the Certificates, as applicable, which was in effect immediately prior thereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) within thirty (30) days of such Ratings Event, obtain a guaranty subject to the Rating Agency Condition, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or (iv) take any other action that satisfies the Rating Agency Condition within thirty (30) days of such Ratings Event. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS Event" shall occur with respect to BSFP, 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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) business days of such rating is 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 watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A (or its Credit Support Provider) does not have obtain a short-term rating from Moody'sguaranty acceptable to the Rating Agencies, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).another person with the

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) or (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least "AA-" by S&P, and at least "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) days of such rating is reduction, at its own expense, and satisfying the Rating Agency Condition, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on watch for possible downgrade) terms substantially similar to this Agreement or (ii) if Party A (or obtain a guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the sole Affected Party. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Master Agreement.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred occurs with respect to Party A BNY (or any applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and Party A other instruments satisfactory to Fitch and Moody's, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch and Moody's which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall be the sole Affected Party occur with respect to such Additional Termination Event. It shall be a ratings event BNY ("Ratings Event"or any applicable credit support provider) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term unsecured and unsubordinated debt obligations of Party A (rating is withdrawn or reduced below "F-1" by Fitch or its Credit Support Provider) are rated at least short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's (including if in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such rating is on watch for possible downgrade) or ratings being referred to herein as the "Approved Ratings Thresholds," (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody'sunless, the unsecuredwithin 30 days thereafter, long-term senior debt obligations each of Party A (or its Credit Support Provider) are rated at least "A1" by Fitch and Moody's (including if such rating is on watch for possible downgradehas reconfirmed the ratings of the Certificates, as applicable, which was in effect immediately prior thereto).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating ratings of the Swap Certificates and any Notes which was were in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating ratings of the Swap Certificates and any Notes were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradepossiblx xxxxxrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedowngraxx) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party xx Xxxty A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradepossiblx xxxxxrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's Xxxxx'x (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's Xxxxx'x (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody'sXxxxx'x, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's Xxxxx'x (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Moody's, S&P and Fitch, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Moody's, S&P and Fitch which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-l" by S&P, withdrawn or reduced bellowed "F-l" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) within thirty (30) days of such Ratings Event, obtain a guaranty subject to the Rating Agency Condition, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or (iv) take any other action that satisfies the Rating Agency Condition within thirty (30) days of such Ratings Event. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, 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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, longprior written O-3-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).13

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) 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 (iv) take any other action that satisfies the Rating Agency Condition. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP, 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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) business days of such rating is reduction, at its own expense, and satisfying the Rating Agency Condition, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on watch for possible downgrade) or terms substantially similar to this Agreement, (ii) if Party A 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 (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. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Form Master Agreement.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating ratings of the Swap Certificates and any Notes which was were in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating ratings of the Swap Certificates and any Notes were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedowxxxxxx) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedowxxxxxx) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A Pxxxx X (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedowxxxxxx).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to Rabobank (or any applicable credit support provider), then Rabobank shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Rabobank's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that Rabobank does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Rabobank (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "F-1" by Fitch or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's or its short-term unsecured and unsubordinated debt rating 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-1" by DBRS (including in connection with a merger, consolidation or other similar transaction by Rabobank or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Fitch, Moody's, S&P and DBRS has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradethereto).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedowngxxxx) and xnd the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedowngxxxx) or xr (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A Parxx X (or xr its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedowngxxxx).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party Xxxxx A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), and unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-BBB" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates and any Notes which was in effect immediately prior to such withdrawal or downgrade (determined without regard regards to any financial guaranty guarantee insurance policy, if applicable), applicable unless the rating of the Swap Certificates were and the Notes was changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party Xxxxx A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgradedxxxxxxxe).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) or (ii) deliver collateral, and an executed ISDA Credit Support Annex, within 10 thirty (30) days after of such rating withdrawal Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and Xxxxx'x Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies) written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating ceases to be rated at least "AA-" by S&P, and at least "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 10 30 days after such withdrawal or downgrade, each such Swap Rating Agency of Moody's and S&P has reconfirmed the rating of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade (determined without regard downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any financial guaranty insurance policy, if applicable), unless 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 Swap Certificates were changed due to and receive from the Rating Agencies a circumstance other than prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed belowthen-current rating of the Certificates. Notwithstanding the foregoing, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be in the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, BSFP's long-term senior unsecured and unsubordinated debt obligations of Party A rating is either (i) withdrawn or its Credit Support Provider(ii) are rated at least reduced below "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least is reduced below "P-1A-3" by Moody's S&P then, BSFP shall, within (including if 10) days of such rating is reduction, at its own expense, and satisfying the Rating Agency Condition, either (i) secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on watch for possible downgrade) terms substantially similar to this Agreement or (ii) if Party A (or obtain a guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the sole Affected Party. Notwithstanding any of the above downgrades, unless and until BSFP transfers the Transaction to a replacement counterparty pursuant to the foregoing, BSFP will continue to perform its Credit Support Providerobligations under the Transaction. BSFP's failure to comply with the above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) does not have a short-term rating from Moody's, of the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade)ISDA Master Agreement.