Step Up Rating Change means the first public announcement by S&P or, if applicable, any other Rating Agency appointed by or with the consent of Heimstaden Bostad, of a decrease in the credit rating of Heimstaden Bostad's senior unsecured long-term debt to below BBB- (in the case of S&P) or below Baa3 (in the case of Moody's) or below BBB- (in the case of Fitch). For the avoidance of doubt, any further decrease in the credit rating of Heimstaden Bostad's senior unsecured long-term debt below BBB- in the case of S&P or, if applicable, below Baa3 in the case of Moody's or below BBB- in the case of Fitch and in respect of any other Substitute Rating Agency, an equivalent rating or below shall not constitute a further Step Up Rating Change.
Step Down Rating Change means the first public announcement by S&P and, if applicable, each other Rating Agency appointed by or with the consent of Heimstaden Bostad, after a Step Up Rating Change, that the credit rating of Heimstaden Bostad's senior unsecured long-term debt is at least BBB- in the case of S&P and, if applicable, at least Baa3 in the case of Moody's and at least BBB- in the case of Fitch with the result that, following such public announcement, no Rating Agency assigns a credit rating below the aforementioned levels or any equivalent rating. For the avoidance of doubt, any further increase in the credit rating of Heimstaden Bostad's senior unsecured long-term debt above BBB- in the case of S&P and, if applicable, at least Baa3 in the case of Moody's and at least BBB- in the case of Fitch and in respect of any other Substitute Rating Agency, an equivalent rating or above shall not constitute a further Step Down Rating Change;
Tube rating chart means the set of curves which specify the rated limits of operation of the tube in terms of the technique factors.
S&P Rating means, at any time, the rating issued by S&P and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement.
Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).
Xxxxx’x Rating means, at any time, the rating issued by Xxxxx’x and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.
Index Debt Rating means the S&P Rating, the Xxxxx’x Rating and the Fitch Rating.
Debt Rating has the meaning specified in the definition of “Applicable Rate.”
Index Disruption means in respect of an Index on any Valuation Date, the Index Sponsor fails to calculate and announce such Index.
Nameplate Capacity Rating means the maximum capacity of the Facility as stated by the manufacturer, expressed in kW, which shall not exceed 10,000 kW.
Applicable Rating Level at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Xxxxx’x Rating as follows: S&P Rating/Xxxxx’x Rating Applicable Rating Level S&P Rating AA or higher or Xxxxx’x Rating Aa2 or higher 1 S&P Rating AA- or Xxxxx’x Rating Aa3 2 S&P Rating A+ or Xxxxx’x Rating A1 3 S&P Rating A or Xxxxx’x Rating A2 4 S&P Rating A- or below or Xxxxx’x Rating A3 or below or unrated 5 The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Xxxxx’x Rating in effect on such day. If the S&P Rating and the Xxxxx’x Rating are not the same (i.e., a “split rating”), the higher (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.
Debt Ratings has the meaning specified in the definition of “Applicable Rate.”
Successor Rate Conforming Changes means, with respect to any proposed Successor Rate for an Applicable Currency, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Applicable Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice for such Applicable Currency is not administratively feasible or that no market practice for the administration of such Successor Rate for such Applicable Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
LIBOR Successor Rate Conforming Changes means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).
Initial Rating With respect to the Secured Notes, the rating or ratings, if any, indicated in Section 2.3.
Pricing Level V any time when (i) the senior unsecured long term debt rating of the Borrower by (x) S&P is BBB‑ or higher or (y) Xxxxx’x is Baa3 or higher and (ii) none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV applies.
Investment Grade Rating Event means the first day on which the Notes have an Investment Grade Rating from a Rating Agency and no Default has occurred and is then continuing under this Indenture.
Moody’s Second Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.
Highest Rating Category means, with respect to a Permitted Investment, that the Permitted Investment is rated by S&P or Moody’s in the highest rating category given by that rating agency for that general category of security. By way of example, the Highest Rating Category for tax exempt municipal debt established by S&P is “A 1+” for debt with a term of one year or less and “AAA” for a term greater than one year, with corresponding ratings by Moody’s of “MIG 1” (for fixed rate) or “VMIG 1” (for variable rate) for three months or less and “Aaa” for greater than three months. If at any time (i) both S&P and Moody’s rate a Permitted Investment and (ii) one of those ratings is below the Highest Rating Category, then such Permitted Investment will, nevertheless, be deemed to be rated in the Highest Rating Category if the lower rating is no more than one rating category below the highest rating category of that rating agency. For example, a Permitted Investment rated “AAA” by S&P and “Aa3” by Moody’s is rated in the Highest Rating Category. If, however, the lower rating is more than one full rating category below the Highest Rating Category of that Rating Agency, then the Permitted Investment will be deemed to be rated below the Highest Rating Category. For example, a Permitted Investment rated “AAA” by S&P and “A1” by Moody’s is not rated in the Highest Rating Category.
Required Ratings [Ratings] Closing Date, Location and Time: ___________ ___, 20___; offices of Cadwalader, Wickersham & Taft, LLP, New Xxxx, Xxx Yorx; 00:00 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 eaxx xxxx, 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 XORPORATION 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:
Moody’s Rating means, at any time, the rating issued by Moody's and xxxx xx effect with respect to the Borrower's senior unsexxxxx xong-term debt securities without third-party credit enhancement.
Pricing Level III shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00.
Rating Condition has the meaning specified in Section 2.06(c)(ii).
Risk Rating means, with respect to any Loan at any time, if such Loan is at such time (i) rated by both S&P and Moody’s, the lower of such ratings, (ii) rated by either S&P or Moody’s, such rating or (iii) not rated by either S&P or Moody’s, the rating determined by the Servicer’s risk rating model.
Pricing Level IV means any time when (i) no Event of Default has occurred and is continuing, (ii) the Senior Debt Rating is BBB- or higher by S&P or Baa3 or higher by Moody’s and (iii) Pricing Levels I, II and III do not apply.