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 TBW Mortgage-Backed Trust 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 that meets the Counterparty Rating 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 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. 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 TBW Mortgage-Backed Trust Series 2006-4 (the “Certificates”) 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 that meets with a long-term credit rating of at least A (or its equivalent) from at least one of the Counterparty Rating Requirement 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. 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 TBW Mortgage-Backed Trust Series 2006-4 (the “Certificates”) 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 that meets with a long-term credit rating of at least A (or its equivalent) from at least one of the Counterparty Rating Requirement Agencies rating the Certificates 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. 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 TBW Mortgage-Backed Trust Series 2006-4 (the “Certificates”) 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 that meets with a long-term credit rating of at least A (or its equivalent) from at least one of the Counterparty Rating Requirement 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. Party A shall be the sole Affected Party with respect to this Additional Termination Event.