Commingling Required Rating means, with respect to any entity, that:

Commingling Required Rating means, with respect to any entity, that (a) the short-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least F1 (or its replacement) by Fitch or such entity's long- term unsecured, unsubordinated and unguaranteed debt obligations are assigned a rating of at least A (or its replacement) by Fitch; (b) the entity has a counterparty risk assessment of at least P-1 (cr) (or its replacement) by Moody's (or, if it does not have a counterparty risk assessment assigned by Moody's, the short-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least P-1 (or its replacement) by Moody's) and (c) the short-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least A-2 (or its replacement) by S&P (or, if S&P has not assigned any rating to the short-term unsecured, unsubordinated and unguaranteed debt obligations of such entity, the long-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least BBB+ (or its replacement) by S&P), and, in each case, any such rating has not been withdrawn.

Examples of Commingling Required Rating in a sentence

S.A. ceases to have the Commingling Required Rating, (ii) Santander Consumer Finance, S.A. ceases to own, directly or indirectly, at least 75 % of the share capital of the Seller or (iii) S&P notifies each of the Seller, the Issuer, the Transaction Security Trustee and the Cash Administrator in writing that the Seller is no longer deemed eligible under the then current applicable rating criteria of S&P unless in each case (i) and (ii) the Seller has at least the Commingling Required Rating.
S.A. ceases to have the Commingling Required Rating, (ii) Santander Consumer Finance, S.A. ceases to own, directly or indirectly, at least 75 % of the share capital of the Seller or (iii) S&P notifies any of the Seller, the Issuer or the Transaction Security Trustee in writing that the Seller is no longer deemed eligible under the then current applicable rating criteria of S&P unless in each case (i) and (ii) the Seller has at least the Commingling Required Rating.

More Definitions of Commingling Required Rating

Commingling Required Rating means, with respect to any entity, that (i) the short-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least F1 (or its replacement) by Fitch and where such entity has only the minimum required Fitch rating, such Fitch rating has not been placed on rating watch negative by Fitch, P-1 (or its replacement) by Moody's and at least A-2 (or its replacement) by S&P (or, if S&P has not assigned any rating to the short-term unsecured, unsubordinated and unguaranteed debt obligations of such entity, the long-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least BBB+ (or its replacement) by S&P) and, in each case, any such rating has not been withdrawn, and (ii) such entity's long-term unsecured, unsubordinated and unguaranteed debt obligations are assigned a rating of at least A (or its replacement) by Fitch and any such rating has not been withdrawn and where such entity has only the minimum required Fitch rating, such Fitch rating has not been placed on rating watch negative by Fitch;

Commingling Required Rating means, with respect to any entity, that the long-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating of at least BBB (or its replacement) by S&P and such rating has not been withdrawn. "Commingling Reserve Amount" means, (a) as of any Cut-Off Date following the occurrence of a Commingling Reserve Trigger Event, an amount equal to the sum of (i) the amount of the Scheduled Collections for the period from the beginning of the Collection Period immediately following the relevant Cut-Off Date to the last Business Day of the second Collection Period after the relevant Cut- Off Date (both inclusive) and (ii) 2% of the Aggregate Outstanding Note Principal Amount as of the relevant Cut-Off Date or (b) if as of any Cut-Off Date no Commingling Reserve Trigger Event has occurred, zero. The amounts, if any, standing to the credit of the Commingling Reserve Account shall be included in the Available Distribution Amount and shall be applied on any Payment Date in accordance with the Pre-Enforcement Priority of Payments (but excluding any fees and other amounts due to the Servicer under item fifth of the Pre-Enforcement Priority of Payments) if and to the extent that the Seller has, on such Payment Date, failed to transfer to the Issuer any Collections (other than Deemed Collections within the meaning of item (B)(i) of the definition of Deemed Collections) received or payable by the Seller during, or with respect to, the Collection Period ending on the Cut-Off Date immediately preceding such Payment Date or if the Servicer is either overindebted (überschuldet) or unable to pay its debts (zahlungsunfähig) or the inability of the Servicer to pay its debts is imminent (drohende Zahlungsunfähigkeit) or if any measures under Section 21 of the German Insolvency Code or under Sections 45, 46 or 46b of the German Banking Act (Gesetz über das Kreditwesen) are taken in respect of the Servicer. On any Payment Date following the occurrence of a Commingling Reserve Trigger Event, the Issuer shall pay to the Seller any Commingling Reserve Excess Amount. "Commingling Reserve Excess Amount" means, as of any Payment Date, the excess of the amounts standing to the credit of the Commingling Reserve Account over the Commingling Reserve Amount on the Cut-Off Date immediately preceding such Payment Date, after a drawing (if any) in accordance with item 7 of the definition of the Available Distribution Amount.

Commingling Required Rating means, with respect to any entity, that the long-term unsecured, unsubordinated and unguaranteed debt obligations of such entity are assigned a rating

Related to Commingling Required Rating

Required Rating means a short-term unsecured debt rating of “A-1+” by S&P Global Ratings and “F1+” by Fitch.
Required Ratings [Ratings] Closing Date, Location and Time: ___________ ___, 20___; offices of Cadwalader, Wickersham & Taft, LLP, Xxx Xxxx, New Xxxk; 10:00 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. HSBC SECURITIES (USA) INC. By: ---------------------------------- Name: Title: Exhibit B 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:
Eligible Investment Required Ratings means, in the case of each Eligible Investment, a short-term credit rating of at least “A-1” (or, in the absence of a short-term credit rating, “AA-” or better) from S&P.
S&P Required Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a long-term unsecured and unsubordinated debt rating from S&P of “BBB+”.
Required Ratings Threshold means each of the S&P Required Ratings Threshold and the Moody's Second Trigger Ratings Threshold.
Required Deposit Rating means the short-term credit rating of the related entity is at least equal to P-1 by Moody's, A-1+ by Standard & Poor's and F1 by Fitch.
Required Ratings Downgrade Event means that no Relevant Entity has credit ratings at least equal to the Required Ratings Threshold.
Investment Grade Credit Rating means (a) with respect to Fitch, a credit rating of BBB- or higher, (b) with respect to Xxxxx’x, a credit rating of Baa3 or higher and (c) with respect to S&P, a credit rating of BBB- or higher.
Specified Rating means, for the Class A(2018-1) Notes, Aaa(sf) with respect to Xxxxx’x, AAA(sf) with respect to Standard & Poor’s and AAAsf with respect to Fitch.
Specified Rating Agencies means each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a rating of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s, S&P or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101 of the Canadian Securities Administrators as a replacement agency for such one or more of them, as the case may be.
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.
S&P Approved Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating from S&P of “A+”.
Designated Rating means, for a security or instrument, a rating issued by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories, or that is at or above a category that replaces one of the following rating categories, if
Approved Ratings Threshold means each of the S&P Approved Ratings Threshold and the Moody’s First Trigger Ratings Threshold.
Required Servicer Rating means, with respect to the Servicer, that the then short-term unsecured debt obligations of the Servicer are rated at least equal to P-1 by Moody's, and A-1 by Standard & Poor's.
Credit Rating means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.
Required Special Servicer Rating means with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the case of Xxxxx’x, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Xxxxx’x within the twelve (12) month period prior to the date of determination, and Xxxxx’x has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination, and Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a material reason for such downgrade or withdrawal.
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.
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.
Mxxxx’x Rating means, with respect to a Reference Obligation, as of any date of determination:
Hedge Counterparty Ratings Requirement means (a) either (i) the unsecured, short-term debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A-1” by S&P or (ii) if the substitute counterparty does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of the substitute counterparty (or its Credit Support Provider) are rated at least “A+” by S&P, (b) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A1” by Moody’s (and if rated “A1” by Moody’s, such rating is not on watch for possible downgrade to below “A1”) and the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “P-1” by Moody’s (and if rated “P-1” by Moody’s, such rating is not on watch for possible downgrade and remaining on watch for possible downgrade), or (ii) if such substitute counterparty (or its Credit Support Provider) does not have a short-term debt rating from Moody’s, the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “Aa3” by Moody’s (and if rated “Aa3” by Moody’s, such rating is not on watch for possible downgrade to below “Aa3”), and (c) either (i) the unsecured, long-term senior debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “A” by Fitch or (ii) the unsecured, short-term debt obligations of such substitute counterparty (or its Credit Support Provider) are rated at least “F1” by Fitch. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the substitute counterparty (or against any Person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of the obligations of the substitute counterparty.
Highest Required Investment Category (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.
Rating Downgrade means either:
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”.
Counterparty Downgrade Collateral Account means an interest-bearing account of the Issuer with the Custodian into which all Counterparty Downgrade Collateral is to be deposited.
Threshold Rating means the short-term unsecured debt rating of P-1 by Moody's and A-1 by Standard & Poor's.

Commingling Required Rating definition

Related Definitions

Related to Commingling Required Rating