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:
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 has the meaning as specified in Section 10.2(c).
Examples of Required Ratings in a sentence
The Issuer has agreed to keep the Cash Collateral Account at all times with a bank that has Account Bank Required Ratings.
Pre-Maturity Test (Applicable to Hard Bullet Covered Bonds) Pre-Maturity Required Ratings Following a breach of the Pre-Maturity test in respect of a Series of Hard Bullet Covered Bonds, and unless the Pre-Maturity Liquidity Ledger is otherwise funded from the other sources, the Partnership shall offer to sell Randomly Selected Loans if Final Maturity Date is within 12 months from the Pre-Maturity Test Date.
A transferee of all the rights and obligations of the Hedging Counterparty under the Swap Agreement must have at least the Qualifying Transfer Trigger Rating (set out in the row headed “Revised Required Ratings in Amended Swap Agreement” of the table above) or have its obligations guaranteed by a guarantor with at least the Qualifying Transfer Trigger Rating.
A guarantor of all the obligations of the Hedging Counterparty under the Swap Agreement must have at least the Qualifying Transfer Trigger Rating (set out in the row headed “Revised Required Ratings in Amended Swap Agreement” of the table above).
In the event that the Cash Collateral Account Bank ceases to have the Account Bank Required Ratings, the Issuer shall within 30 days procure transfer of the account held with it to an Eligible Collateral Bank notified to it by the Issuer.
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 Xxxxx'x from time to time. In relation to paragraphs (iii)(4) and (iv)(2) above, Party A will, upon receipt of reasonable notice from Xxxxx'x demonstrate to Xxxxx'x the calculation by Party A of the xxxx-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 Xxxxx'x (which, for the avoidance of doubt, will be no less than 30 days) arrange a third party valuation of the xxxx-to-market value of the outstanding Transactions.
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.
Required Ratings. Aaa by Xxxxx'x Investors Service, Inc. AAA by Standard & Poor's Ratings Services Closing Date: On or about March 13, 1998 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 xxxxtion 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 following ratings by Fitch Ratings ("Fitch") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"): Class Xxxch S&P ----- ----- --- Classes A-1, A-2, A-3, A-4, A-5, AAA AAA A-6, A-7, A-8, A-9, X-00, X-00, X-00, X-00, X-00, X-15, A-16, A-00, X-00, X-00, X-20, X-00, X-XX xxx X-X Xxxxxxx Xxxx, Xxxxxxxx xxx Txxx: Xxxxxx 00, 0000, xffices of Cadwalader, Wickersham & Taft LLP, New Yxxx, Xxx Xork; 00:00 a.m. New York City time. Purchase Price for the Offered Certificates: Class Price ----- ----- Class A (other than Class A-PO) [Redacted]% Class A-PO [Redacted]% In each case, as offered and sold pursuant to this Agreement, plus accrued interest, if applicable, thereon. Date of Pooling and Servicing Agreement: The Closing Date. 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. 333-137620. 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 Depositor agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Depositor, 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 Depositor 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 Depositor 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 Depositor, Wells Fargo Bank, N.A. and the Underwriter. Very truly yours, WELLS FARGO ASSET SECURITIES XORPORATION By: /s/ Bradley A. Davis --------------------------------- Name: Bradley A. Davis Title: Vicx Xxxxxxxxx WELLS FARGO BANK, N.A. By: /x/ Xradley A. Davis --------------------------------- Name: Bradley A. Davis Title: Vicx Xxxxxxxxx Xxx foregoing Terms Agreement is hereby confirmed and accepted a...
Required Ratings. The Class M, Class B1 and Class B2 Certificates shall have received Required Ratings of "AA," "A" and "BBB," respectively, from Fitch IBCA, Inc.
Required Ratings. The Offered Certificates shall have received Required Ratings of at least "AAA" from Fitch IBCA, Inc. ("Fitch") and Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), respectively.