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Attentus CDO I Offering Circular - Irish Stock Exchange

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that would otherwise be used to pay interest on the Class D Notes and the Class E Notes and to make<br />

distributions on the Subordinated Notes and pay certain other expenses must instead be used to pay<br />

principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, fourth, the<br />

Class C-1 Notes, and fifth, the Class C-2 Notes, to the extent necessary to cause each Class C Coverage<br />

Test to be satisfied. In the event that either Class D Coverage Test is not satisfied on any Distribution<br />

Date, funds that would otherwise be used to pay interest on the Class E Notes and to make distributions<br />

on the Subordinated Notes and pay certain other expenses must instead be used to pay principal of, first,<br />

the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes,<br />

fifth, the Class C-2 Notes, and sixth, the Class D Notes, to the extent necessary to cause each Class D<br />

Coverage Test to be satisfied. In the event that either Class E Coverage Test is not satisfied on any<br />

Distribution Date, funds that would otherwise be used to make distributions on the Subordinated Notes<br />

and pay certain other expenses must instead be used to pay principal of, first, the Class A-1 Notes,<br />

second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes, fifth, the Class C-2<br />

Notes, sixth, the Class D Notes and seventh, the Class E Notes, to the extent necessary to cause each Class<br />

E Coverage Test to be satisfied. See “Description of the Offered Notes—Priority of Payments.”<br />

The “Class A/B Coverage Tests” will consist of the Class A/B Overcollateralization Test and the<br />

Class A/B Interest Coverage Test. The “Class C Coverage Tests” will consist of the Class C<br />

Overcollateralization Test and the Class C Interest Coverage Test. The “Class D Coverage Tests” will<br />

consist of the Class D Overcollateralization Test and the Class D Interest Coverage Test. The “Class E<br />

Coverage Tests” will consist of the Class E Overcollateralization Test and the Class E Interest Coverage<br />

Test.<br />

None of the Coverage Tests will apply prior to the Ramp-Up Completion Date.<br />

The Class A/B Overcollateralization Test:<br />

The “Class A/B Overcollateralization Test” will be satisfied on any Measurement Date on which<br />

any Class A-1 Notes, Class A-2 Notes or Class B Notes remain outstanding if the Class A/B<br />

Overcollateralization Ratio on such Measurement Date is equal to or greater than 124%.<br />

The “Class A/B Overcollateralization Ratio” is, as of any Measurement Date, the number<br />

(expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on<br />

such Measurement Date by (b) the sum of the Aggregate Outstanding Principal Amount of the Class A-1<br />

Notes plus the Aggregate Outstanding Principal Amount of the Class A-2 Notes plus the Aggregate<br />

Outstanding Principal Amount of the Class B Notes.<br />

The Class C Overcollateralization Test:<br />

The “Class C Overcollateralization Test” will be satisfied on any Measurement Date on which<br />

any Class C Notes remain outstanding if the Class C Overcollateralization Ratio on such Measurement<br />

Date is equal to or greater than 106.6%.<br />

The “Class C Overcollateralization Ratio” is, as of any Measurement Date, the number<br />

(expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on<br />

such Measurement Date by (b) the Aggregate Outstanding Principal Amount of the Class A-1 Notes plus<br />

the Aggregate Outstanding Principal Amount of the Class A-2 Notes plus the Aggregate Outstanding<br />

Principal Amount of the Class B Notes plus the Aggregate Outstanding Principal Amount of the Class C<br />

Notes (including, without duplication, any Class C-1 Deferred Interest or Class C-2 Deferred Interest).<br />

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