Underwriter Covenants. (a) The Underwriters severally agree that, without the prior consent of the Sponsor, they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from the Sponsor.
Underwriter Covenants. The Underwriters, severally and not jointly, covenant and agree with the Company as follows:
Underwriter Covenants. Each of the Underwriters represents that it has not made, and agrees that, without the prior written consent of the Company, it will not make any offer relating to the Shares that would constitute a Free Writing Prospectus; the Company and each of the Underwriters each represents and agrees that any such Free Writing Prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule II hereto.
Underwriter Covenants. (a) The Underwriters severally agree that, without the prior consent of the Sponsor, they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) any information, written or oral, related to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)).
Underwriter Covenants. The Underwriters severally agree that, without the prior consent of the Sponsor, they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) any information, written or oral, related to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents, or any other information that could be reasonably determined to be relevant to (a) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (b) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)). If the foregoing is in accordance with the Representative’s understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Representative, the Sponsor and the Seller in accordance with its terms. Very truly yours, AMERICREDIT FINANCIAL SERVICES, INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, Structured Finance AFS SENSUB CORP. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, Structured Finance CONFIRMED AND ACCEPTED, as of the date first above written: RBS SECURITIES INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Schedule 1 Underwriting Discount Class A-1 Class A-2 Class A-3 Credit Suisse Securities (USA) LLC 0.2500 % 0.4500 % 0.4500 % Deutsche Bank Securities Inc. 0.2500 % 0.4500 % 0.4500 % X.X. Xxxxxx Securities Inc. 0.2500 % 0.4500 % 0.4500 % RBS Securities Inc. 0.2500 % 0.4500 % 0.4500 % UBS Securities LLC 0.2500 % 0.4500 % 0.4500 % Pro Rata Allocation Class A-1 Class A-2 Class A-3 Credit Suisse Securities (USA) LLC $ 2,300,000 $ 4,313,000 $ 5,887,000 Deutsche Bank Securities Inc. $ 2,300,000 $ 4,313,000 $ 5,887,000 X.X. Xxxxxx Securities Inc. $ 2,300,000 $ 4,312,000 $ 5,888,000 RBS Securities Inc. $ 27,600,000 $ 51,750,000 $ 70,650,000 UBS Securities LLC $ 2,300,000 $ 4,312,000 $ 5,888,000 Total $ 36,800,000 $ 69,000,000 $ 94,200,000
Underwriter Covenants. Each Underwriter represents and agrees that it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” or a portion thereof required to be filed with the Commission or retained by the Company under Rule 433 other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Schedule C-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Company and the Representatives, or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company and the Representatives in advance.
