Required Ratings definition

Required Ratings. [Ratings] Closing Date, Location and Time: ___________ ___, 20___; offices of Cadwalader, Wickersham & Taft, LLP, New ▇▇▇▇, ▇▇▇ Yor▇; ▇0:00 a.m. New York City time. Purchase Price for the Offered Certificates: Class Percent of Initial Aggregate ----- Principal Balance ------------------------------ Class A % Classes B-1, B-2 and B-3 % In ea▇▇ ▇▇▇▇, as offered and sold pursuant to this Terms Agreement, plus accrued interest, if applicable, thereon. Notwithstanding any other provision of the above-referenced Underwriting Agreement, all references to the Registration Statement in the Underwriting Agreement shall be with reference to File No. _________. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in the above-referenced Underwriting Agreement (which is incorporated herein in its entirety and made a part hereof) as supplemented by this Terms Agreement, the Seller agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Seller, the Offered Certificates. The Underwriter has been retained solely to act as underwriter in connection with the sale of the Offered Certificates to investors (including the establishment of the price of the Offered Certificates to investors), and no fiduciary, advisory or agency relationship between Seller and the Underwriter has been created in respect of any of the transactions contemplated by this Terms Agreement, irrespective of whether the Underwriter has advised or is advising Seller on other matters. * * * If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Seller, Wells Fargo Bank, N.A. and the Underwriter. Very truly yours, WELLS FARGO ASSET SECURITIES ▇ORPORATION By: -------------------------------------- Name: Title: WELLS FARGO BANK, N.A. By: -------------------------------------- Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. COUNTRYWIDE SECURITIES CORPORATION By: ----------------------------------- Name: Title: SUPPLEMENTAL INFORMATION With respect to any investor, "Supplemental Information" means any of the following types of information, to the extent omitted from the Issuer Free Writing Prospectus:

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Required Ratings means, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as "Prime-1" and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A1", or such other ratings as may be agreed with Moody's from time to time.

Required Ratings. The following ratings by Fitch Ratings ("Fitch") and Moody's Investors Service, Inc. ("Moody's"):

Examples of Required Ratings in a sentence

• The Offered Certificates shall have received Required Ratings of at least [ ] from [ ].

• The Offered Certificates shall have received at least the Required Ratings from Fitch, Inc.

• Notwithstanding anything to the contrary in Paragraph 7, any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex shall only be an Event of Default if (A) a Required Ratings Downgrade Event has occurred and been continuing for 30 or more Local Business Days and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A.

• If an S&P Required Ratings Downgrade Event has occurred and is continuing and Party A fails to take any action described under Part (5)(d)(i)(2) within the time period specified therein, then an Additional Termination Event shall have occurred with respect to Party A, Party A shall be the sole Affected Party with respect to such Additional Termination Event and all Transactions hereunder shall be Affected Transaction.

• Notwithstanding anything to the contrary in Paragraph 7, any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex shall only be an Event of Default if (A) a Required Ratings Downgrade Event has occurred and been continuing for 30 or more Local Business Days, and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A.

More Definitions of Required Ratings

Required Ratings means, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as ["Prime-1"] and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as ["A1"], or such other ratings as may be agreed with ▇▇▇▇▇'▇ from time to time. In relation to paragraphs (iii)(4) and (iv)(2) above, Party A will, upon receipt of reasonable notice from ▇▇▇▇▇'▇ demonstrate to ▇▇▇▇▇'▇ the calculation by Party A of the ▇▇▇▇-to-market value of the outstanding Transactions. In relation to paragraph (iv)(2) above, Party A will, at its own cost, on receipt of reasonable notice from ▇▇▇▇▇'▇ (which, for the avoidance of doubt, will be no less than 30 days) arrange a third party valuation of the ▇▇▇▇-to-market value of the outstanding Transactions.

Required Ratings has the meaning as specified in Section 10.2(c).

Required Ratings. The following ratings by Fitch Ratings ("Fitch") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"):

Required Ratings. Aaa by ▇▇▇▇▇'▇ Investors Service, Inc. AAA by Standard & Poor's Ratings Services Closing Date: On or about June 29, 2000 at 10:00 A.M. eastern standard time or at such other time as the Depositor and the Underwriter shall agree.

Required Ratings means, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as "Prime-1" and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A1", or such other ratings as may be agreed with Moody's from time to time. In relation to paragraphs (iii)(4) and (iv)(2) above, Party A will, upon receipt of reasonable notice from Moody's demonstrate to Moody's the calculation by Party A of the mark-to-market value of the outstanding Transactions. In ▇▇▇▇tion to paragraph (iv)(2) above, Party A will, at its own cost, on receipt of reasonable notice from Moody's (which, for the avoidance of doubt, will be no less than 30 days) arrange a third party valuation of the mark-to-market value of the outstanding Transactions.

Required Ratings. The Offered Certificates shall have received Required Ratings of (i) at least "AAA" from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), and "AAA" from Fitch Ratings ("▇▇▇▇▇").

Required Ratings means, in respect of the relevant entity, its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A1" or such other ratings as may be agreed with Moody's from time to time.