Common use of Ratings Event Clause in Contracts

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of BSFP are rated at least “BBB-” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of BSFP 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 BSFP are rated at least “P-1” by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’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 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 BSFP Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of BSFP 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 BSFP 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 downgradedow▇▇▇▇▇▇) and the unsecured, short-term debt obligations of BSFP 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 downgradedow▇▇▇▇▇▇) or (ii) if BSFP 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 BSFP P▇▇▇▇ ▇ (or its Credit Support Provider) are rated at least “"A1” " by Moody’s 's (including if such rating is on watch for possible downgradedow▇▇▇▇▇▇). 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. It shall be If a Ratings Event (as defined below) occurs 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 thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rated at least “BBB-” rating is reduced below "AA-" by S&P, or "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or downgrade, each of Moody's and (B) S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) business days of such reduction, at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies and satisfying the Rating Agency Condition Condition, either (until such time i) secure another entity to replace BSFP as it has secured party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a substitute counterparty guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or a guarantor (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 (B) not later than 10 business days after until BSFP transfers the occurrence of such Transaction to a downgrade or withdrawal by S&P or Moody’sreplacement counterparty pursuant to the foregoing, either (I) assign all of BSFP will continue to perform its rights and obligations under the Transactions Transaction. BSFP's failure to a counterparty that satisfies comply with the Rating Agency Condition or whose guarantor (pursuant to a form above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) 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 AgenciesISDA Form Master Agreement.

Ratings Event. It If a Ratings Event (as defined below) occurs 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 thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 be a ratings event (“Ratings Event”) occur with respect to BSFP, if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rating ceases to be rated at least “BBB-” "AA-" by S&P, and at least "Aa3" by Moody's (Bincluding in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "APPROVED RATINGS THRESHOLDS", (unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) days of such reduction, 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 and satisfying 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 (Ii) assign all of its rights and obligations under secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Transactions to a counterparty that satisfies the Approved 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 Thresholds on terms substantially similar to the documentation then in place and subject to prior notification this Agreement or (ii) obtain a guaranty acceptable to the Rating Agencies, or (IIof 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) provide 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 guaranty (replacement counterparty pursuant to a form the foregoing, BSFP will continue to perform its obligations 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) 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 AgenciesISDA Master Agreement.

Ratings Event. It If a Ratings Event (as defined below) occurs 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 thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 be a ratings event (“Ratings Event”) occur with respect to BSFP, if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rating ceases to be rated at least “BBB-” "AA-" by S&P, and at least "Aa3" by Moody's (Bincluding in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "Approved Ratings Thresholds", (unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) days of such reduction, 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 and satisfying 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 (Ii) assign all of its rights and obligations under secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Transactions to a counterparty that satisfies the Approved 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 Thresholds on terms substantially similar to the documentation then in place and subject to prior notification this Agreement or (ii) obtain a guaranty acceptable to the Rating Agencies, or (IIof 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) provide 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 guaranty (replacement counterparty pursuant to a form the foregoing, BSFP will continue to perform its obligations 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) 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 AgenciesISDA Master Agreement.

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of BSFP are rated at least “BBB-” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of BSFP 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 BSFP are rated at least “P-1” by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following If a Ratings EventEvent (as defined below) occurs with respect to BSFP, then BSFP shall take the following actions shall, at its is own expense, (Ai) immediately post collateral in accordance with a Credit Support Annex which satisfies subject to the Rating Agency Condition (until as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such time Ratings Event that meets or exceeds, or as it has secured to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 substitute counterparty withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) obtain a guarantor 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 (Bincluding in connection with a merger, consolidation or other similar transaction by BSFP) not later than 10 business such ratings being referred to herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the occurrence rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal by S&P or Moody’sof the then-current rating of the Certificates. Notwithstanding the foregoing, either (I) assign all of its rights and obligations under in the Transactions to a counterparty event 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.BSFP's long-term unsecured and

Ratings Event. It If a Ratings Event (as defined below) occurs 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 thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 be a ratings event (“Ratings Event”) occur with respect to BSFP, if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rating ceases to be rated at least “BBB-” "AA-" by S&P, and at least "Aa3" by Moody's (Bincluding in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "APPROVED RATINGS THRESHOLDS", (unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) days of such reduction, at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies and satisfying the Rating Agency Condition Condition, either (until such time i) secure another entity to replace BSFP as it has secured party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a substitute counterparty guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or a guarantor (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 (B) not later than 10 business days after until BSFP transfers the occurrence of such Transaction to a downgrade or withdrawal by S&P or Moody’sreplacement counterparty pursuant to the foregoing, either (I) assign all of BSFP will continue to perform its rights and obligations under the Transactions Transaction. BSFP's failure to a counterparty that satisfies comply with the Rating Agency Condition or whose guarantor (pursuant to a form above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) 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 AgenciesISDA Form Master Agreement.

Ratings Event. It shall be If a Ratings Event (as defined below) occurs 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 thirty (30) days of such 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, ▇▇▇ "▇ating 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 at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rated at least “BBB-” rating is reduced below "AA-" by S&P, and "Aa3" by Moody's (Bincluding in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or downgrade, each of Moody's and S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) days of such reduction, at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies and satisfying the Rating Agency Condition Condition, either (until such time i) secure another entity to replace BSFP as it has secured party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a substitute counterparty guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or a guarantor (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 (B) not later than 10 business days after until BSFP transfers the occurrence of such Transaction to a downgrade or withdrawal by S&P or Moody’sreplacement counterparty pursuant to the foregoing, either (I) assign all of BSFP will continue to perform its rights and obligations under the Transactions Transaction. BSFP's failure to a counterparty that satisfies comply with the Rating Agency Condition or whose guarantor (pursuant to a form above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) 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 AgenciesISDA Form Master Agreement.

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of BSFP are rated at least “BBB-” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of BSFP 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 BSFP are rated at least “P-1” by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following If a Ratings EventEvent (as defined below) occurs with respect to BSFP, then BSFP shall take the following actions shall, at its is own expense, (Ai) immediately post collateral in accordance with a Credit Support Annex which satisfies subject to the Rating Agency Condition (until as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such time Ratings Event that meets or exceeds, or as it has secured to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 substitute counterparty withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) within thirty (30) days of such Ratings Event, obtain a guarantor that satisfies guaranty subject to the Rating Agency Condition), and (B) not later than 10 business days after of another person with the occurrence of such a downgrade or withdrawal by S&P or Moody’sApproved Rating Thresholds, either (I) assign all of its rights and to honor, BSFP's obligations under the Transactions to a counterparty 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 whose guarantor "Aa3" by Moody's (pursuant including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to a form herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or downgrade, each of guaranty Moody's and S&P has reconfirmed the rating of the Certificates, as applicable, which satisfies was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agency Condition) satisfies Agencies then providing a rating of the Certificates and receive from the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to Agencies a 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.written O-3-13

Ratings Event. It shall be If a Ratings Event (as defined below) occurs 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 thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's"), and ▇▇▇▇▇'▇ 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 event 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 at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rated at least “BBB-” rating is reduced below "AA-" by S&P, or "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or downgrade, each of Moody's and (B) S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) business days of such reduction, at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies and satisfying the Rating Agency Condition Condition, (until such time i) secure another entity to replace BSFP as it has secured party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a substitute counterparty guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or a guarantor (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 (B) not later than 10 business days after until BSFP transfers the occurrence of such Transaction to a downgrade or withdrawal by S&P or Moody’sreplacement counterparty pursuant to the foregoing, either (I) assign all of BSFP will continue to perform its rights and obligations under the Transactions Transaction. BSFP's failure to a counterparty that satisfies comply with the Rating Agency Condition or whose guarantor (pursuant to a form above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) 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 AgenciesISDA Form Master Agreement.

Ratings Event. It shall be If a Ratings Event (as defined below) occurs 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 thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ 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 at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, its long-term senior unsecured and unsubordinated debt obligations of BSFP are rated at least “BBB-” rating is reduced below "AA-" by S&P, or "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP) such ratings being referred to herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or downgrade, each of Moody's and (B) S&P has reconfirmed the rating of the Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and receive from the Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates. Notwithstanding the foregoing, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least “A2withdrawn or (ii) reduced below "BBB-" by Moody’s (including if such rating is on watch for possible downgrade) and the S&P, or its unsecured, short-term debt obligations of BSFP are rated at least “P-1” is reduced below "A-3" by Moody’s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody’s, the unsecured, long-term senior debt obligations of BSFP are rated at least “A1” by Moody’s (including if such rating is on watch for possible downgrade). Following a Ratings EventS&P then, BSFP shall take the following actions shall, within (10) business days of such reduction, at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies and satisfying the Rating Agency Condition Condition, (until such time i) secure another entity to replace BSFP as it has secured party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a substitute counterparty guaranty acceptable to the Rating Agencies, of another person with the Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement, or a guarantor (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 (B) not later than 10 business days after until BSFP transfers the occurrence of such Transaction to a downgrade or withdrawal by S&P or Moody’sreplacement counterparty pursuant to the foregoing, either (I) assign all of BSFP will continue to perform its rights and obligations under the Transactions Transaction. BSFP's failure to a counterparty that satisfies comply with the Rating Agency Condition or whose guarantor (pursuant to a form above downgrade provisions and requirements shall constitute the sole Additional Termination Events as defined in Section 5(b)(v) 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 AgenciesISDA Form Master Agreement.