Common use of Counterparty Rating Agency Downgrade Clause in Contracts

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a "Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement"), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates to honor Party A's obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "Moody's" means Xxxxx'x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "S&P" means Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "Rating Agency" means Xxxxx'x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through Certificates, Class 1A-1 and Class 1A-7 (the “Certificates”) (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Mxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xMxxxx’x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CSAB Mortgage-Backed Pass-Through Certificates, Series 2006-2 (the “Certificates”) (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Xxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xXxxxx’x, S&P, or Fitch. Party A shall be the sole Affected Party with respect to this Additional Termination Event.

Counterparty Rating Agency Downgrade. If Party A the Counterparty no longer has a long-term credit rating of at least A "A" (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a "Counterparty Rating Agency DowngradeCOUNTERPARTY RATING AGENCY DOWNGRADE"), provided that none neither of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating of at least A (or its equivalent) categories from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement")Certificates, (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates to honor Party A's obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating establish any other arrangement satisfactory to at least A (or its equivalent) from at least one of the Rating Agencies rating to restore the ratings of the Offered Certificates. As used herein: (i) "Moody'sMOODY'S" means Xxxxx'x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "S&P" means Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "FitchFITCH" means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "Rating AgencyRATING AGENCY" means Xxxxx'x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Xxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xXxxxx’x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a "Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a rating that is in one of the three highest long-term credit rating of at least A (or its equivalent) categories from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement")Certificates, (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates to honor Party A's obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the CertificatesAgencies. As used herein: (i) "Moody's" means Xxxxx'x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "S&P" means Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "Rating Agency" means Xxxxx'x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a "Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement"), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates to honor Party A's obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "Moody's" means Xxxxx'x Moody's Investors Service, Inc., or any successor sucxxxxxx nationally recognized xxxxxxized statistical rating organization, (ii) "S&P" means Standard & Poor's Ratings Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally recognized statistical recoxxxxxx xxxtistical rating organization, and (iviii) "Rating Agency" means Xxxxx'x, S&P, or Fitch.Moody's and S&P.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CSAB Mortgage-Backed Pass-Through Certificates, Series 2006-3 (the “Certificates”) (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Xxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xXxxxx’x, S&P, or Fitch. Party A shall be the sole Affected Party with respect to this Additional Termination Event.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A7 REMIC Pass-Through Certificates, Class 1A-9 (the “Certificates”) (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Mxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xMxxxx’x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through Certificates, Class 1A-2 (the “Certificates”) (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Mxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xMxxxx’x, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CSAB Mortgage-Backed Pass-Through Certificates, Series 2007-1 (the "Certificates") (a "Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement"), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "Moody's’s" means Xxxxx'x Xxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "S&P" means Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "Rating Agency" means Xxxxx'xXxxxx’x, S&P, or Fitch. Party A shall be the sole Affected Party with respect to this Additional Termination Event.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates Wells Fargo Mortgage Backed Securities 2006-10 Trust (the "Cerxxxxxates") (a "Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement"), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "Moody's" means Xxxxx'x Moody's Investors Service, Inc., or any successor nationally recognized rxxxxxxxed statistical rating organization, (ii) "S&P" means Standard & Poor's Ratings Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. or any successor nationally recognized statistical recognxxxx xxxxxxtical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "Rating Agency" means Xxxxx'xMoody's, S&P, or Fitch. Party A shall be the sole Affected Parxx xxxx respect to this Additional Termination Event.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (a "Counterparty Rating Agency Downgrade"), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "Counterparty Rating Requirement"), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "Moody's" means Xxxxx'x Moody's Investors Service, Inc.Inx., or xx any successor nationally recognized statistical rating organization, (ii) "S&P" means Standard & Poor's Ratings Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. or any successor xxxxxxxxx nationally recognized statistical rating organization, (iii) "Fitch" means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "Rating Agency" means Xxxxx'xMoody's, S&P, or Fitch.

Counterparty Rating Agency Downgrade. If Party A no longer has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates CSAB Mortgage-Backed Pass-Through Certificates, Series 2006-4 (the “Certificates”) (a "“Counterparty Rating Agency Downgrade"”), provided that none of the following events shall occur: Party A shall, no later than the 30th day following the Counterparty Rating Agency Downgrade, either (1) obtain a substitute Counterparty that is a bank or other financial institution that has a long-term credit rating of at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates (the "“Counterparty Rating Requirement"”), (2) obtain a guaranty of or a contingent agreement of another person with a long-term credit rating of at least A (or its equivalent) from at least one of that meets the Counterparty Rating Agencies rating the Certificates Requirement to honor Party A's ’s obligations hereunder, (3) post collateral under the Credit Support Annex attached hereto and made a part hereof, or (4) restore its long-term credit rating to at least A (or its equivalent) from at least one of the Rating Agencies rating the Certificates. As used herein: (i) "“Moody's" ’s” means Xxxxx'x Xxxxx’x Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) "“S&P" ” means Standard & Poor's ’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized statistical rating organization, (iii) "“Fitch" ” means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) "“Rating Agency" ” means Xxxxx'xXxxxx’x, S&P, or Fitch. Party A shall be the sole Affected Party with respect to this Additional Termination Event.