Attentus CDO I Offering Circular - Irish Stock Exchange
Attentus CDO I Offering Circular - Irish Stock Exchange
Attentus CDO I Offering Circular - Irish Stock Exchange
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to a substitute Hedge Counterparty (a “Substitute Counterparty”) selected by such Hedge Counterparty so<br />
long as (i) such Substitute Counterparty satisfies the Ratings Threshold (and, if such Substitute<br />
Counterparty does not satisfy the Posting Threshold, posts collateral pursuant to clause (x) above), (ii)<br />
such Substitute Counterparty, as of the date of such transfer, will not, as a result of such transfer, be<br />
required to withhold or deduct on account of tax under any Hedge Agreement, (iii) such transfer does not<br />
lead to a termination event or event of default occurring under any Hedge Agreement as a result of such<br />
transfer and (iv) such Substitute Counterparty assumes the obligations of such Hedge Counterparty under<br />
such Hedge Agreement (through an assignment and assumption agreement in form and substance<br />
reasonably satisfactory to the Issuer); provided, that such right shall be subject to the assumption by the<br />
Substitute Counterparty of all of the obligations of such Hedge Counterparty thereunder and subject to the<br />
payment to such Hedge Counterparty by the Substitute Counterparty or by such Hedge Counterparty to<br />
the Substitute Counterparty (as applicable) of a substitute transfer amount, or such lesser or greater<br />
amount as such Hedge Counterparty and such Substitute Counterparty may agree which in either case<br />
shall be the only amount payable by or to such Hedge Counterparty in connection with such transfer, and<br />
the Substitute Counterparty shall have agreed that the Issuer shall have no payment obligation with<br />
respect to such transfer.<br />
“Posting Threshold” means, with respect to any Hedge Counterparty, (a) for so long as any Notes<br />
rated by Moody’s are outstanding, (i) the unsecured, unguaranteed and otherwise unsupported long-term<br />
senior debt obligations of such Hedge Counterparty (or any affiliate of such Hedge Counterparty that<br />
unconditionally and absolutely guarantees the obligations of such Hedge Counterparty) are rated at least<br />
“A1” by Moody’s or if rated “A1” by Moody’s such rating is not on watch for possible downgrade and<br />
(ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Hedge<br />
Counterparty (or any affiliate of such Hedge Counterparty that unconditionally and absolutely guarantees<br />
the obligations of such Hedge Counterparty) are rated at least “P-1” by Moody’s or if rated “P-1” by<br />
Moody’s such rating is not on watch for possible downgrade, (b) for so long as any Notes rated by<br />
Moody’s are outstanding, if such Hedge Counterparty (or any affiliate of such Hedge Counterparty that<br />
unconditionally and absolutely guarantees the obligations of such Hedge Counterparty under any Hedge<br />
Agreement) does not have a short-term rating from Moody’s, the unsecured, unguaranteed and otherwise<br />
unsupported long-term senior debt obligations of such Hedge Counterparty (or any affiliate of such Hedge<br />
Counterparty that unconditionally and absolutely guarantees the obligations of such Hedge Counterparty<br />
under any Hedge Agreement) are rated at least “Aa3” by Moody’s or if rated “Aa3” by Moody’s such<br />
rating is not on watch for possible downgrade, (c) for so long as any Notes rated by Standard & Poor’s are<br />
outstanding, (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of<br />
such Hedge Counterparty (or any affiliate of such Hedge Counterparty that unconditionally and<br />
absolutely guarantees the obligations of such Hedge Counterparty) are rated at least “A-1” by Standard &<br />
Poor’s, and (ii) if such Hedge Counterparty (or any affiliate of such Hedge Counterparty that<br />
unconditionally and absolutely guarantees the obligations of such Hedge Counterparty) does not have a<br />
short-term rating from Standard & Poor’s, the unsecured, unguaranteed and otherwise unsupported longterm<br />
senior debt obligations of such Hedge Counterparty (or any affiliate of such Hedge Counterparty that<br />
unconditionally and absolutely guarantees the obligations of such Hedge Counterparty) are rated at least<br />
“A+” by Standard & Poor’s or (d) for so long as any Notes rated by Fitch are outstanding, (i) the<br />
unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Hedge<br />
Counterparty (or any affiliate of such Hedge Counterparty that unconditionally and absolutely guarantees<br />
the obligations of such Hedge Counterparty) are rated at least “A” by Fitch and (ii) the unsecured,<br />
unguaranteed and otherwise unsupported short-term debt obligations of such Hedge Counterparty (or any<br />
affiliate of such Hedge Counterparty that unconditionally and absolutely guarantees the obligations of<br />
such Hedge Counterparty) are rated at least “F-1” by Fitch.<br />
If any Hedge Counterparty (or any affiliate of such Hedge Counterparty that unconditionally and<br />
absolutely guarantees the obligations of such Hedge Counterparty) fails to satisfy the Ratings Threshold<br />
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