Eligible Replacement means an entity (A) with the Xxxxx’x First Trigger Required Ratings and/or the Xxxxx’x Second Trigger Required Ratings or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor with the Xxxxx’x First Trigger Required Ratings and/or the Xxxxx’x Second Trigger Required Ratings.
Fitch Eligible Assets means the assets of the Company set forth in the Fitch Guidelines as eligible for inclusion in calculating the Agency Discounted Value of the Company’s assets in connection with Fitch’s ratings then assigned on the MRP Shares.
Eligible Repurchase Obligations Repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clauses (c)(ii) and (c)(iv) of the definition of Permitted Investments.
Reference Interest Rate Replacement means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Reference Interest Rate Replacement Date:
Eligible Repurchase Month As defined in Section 3.11 hereof.
Fitch Credit Support Amount means, for any Valuation Date, the excess, if any, of:
Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.
Approved Replacement means, with respect to a Market Quotation, an entity making such Market Quotation, which entity would satisfy conditions (a), (b), (c) and (d) of the definition of Permitted Transfer (as determined by Party B in its sole discretion, acting in a commercially reasonable manner) if such entity were a Transferee, as defined in the definition of Permitted Transfer.
Capital Replacement means the replacement of those items listed on Exhibit F.
Reference Interest Rate Replacement Date means the earliest to occur of the following events with respect to the then-current Reference Interest Rate
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:
Fitch Rating means, at any time, the rating issued by Fitch and then in effect with respect to the Borrower’s senior unsecured long-term public debt securities without third-party credit enhancement (it being understood that if the Borrower does not have any outstanding debt securities of the type described above but has an indicative rating from Fitch for debt securities of such type, then such indicative rating shall be used for determining the “Fitch Rating”).
Approved Ratings Threshold means each of the S&P Approved Ratings Threshold and the Moody’s First Trigger Ratings Threshold.
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.
Benchmark Replacement means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
Other Rating Agency Eligible Assets means assets of the Company designated by any Other Rating Agency as eligible for inclusion in calculating the Agency Discounted Value of the Company’s assets in connection with such Other Rating Agency’s rating of any series of MRP Shares.
Moody’s First 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 “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”.
Required Rating means a short-term unsecured debt rating of “A-1+” by S&P Global Ratings and “F1+” by Fitch.
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+”.
Fitch Ratings means Fitch Ratings Limited, an English corporation, and any successor thereto;
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.
Fitch means Fitch Ratings, Inc., and its successors in interest.
Required Ratings Threshold means each of the S&P Required Ratings Threshold and the Moody's Second Trigger Ratings Threshold.
Substitute Credit Support has the meaning specified in Paragraph 4(d)(i).
Reference Interest Rate Replacement Conforming Changes means, with respect to any Reference Interest Rate Replacement, any technical, administrative or operational changes (including changes to the definition of "Interest Period", timing and frequency of determining rates and making payments of interest, changes to the definition of "Corresponding Tenor" solely when such tenor is longer than the Interest Period and other administrative matters) that the Issuer or its designee decides may be appropriate to reflect the adoption of such Reference Interest Rate Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determines that no market practice for use of the Reference Interest Rate Replacement exists, in such other manner as the Issuer or its designee determines is reasonably necessary).
Benchmark Replacement Date means the earliest to occur of the following events with respect to the then-current Benchmark: