WWW.BOOK.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Books, abstracts, thesis
 
<< HOME
CONTACTS

Pages:     | 1 |   ...   | 31 | 32 || 34 | 35 |   ...   | 57 |

«IMPORTANT NOTICE Attached please find an electronic copy of the Offering Circular (the “Offering Circular”), dated September 22, 2006 relating to ...»

-- [ Page 33 ] --

“Class C Break-Even Default Rate” means at any time, the maximum percentage of defaults which the Current Portfolio or Proposed Portfolio can sustain (as determined by the Standard & Poor’s CDO Monitor), which after giving effect to Standard & Poor’s assumptions on recoveries on defaulted securities and timing of such recoveries and to the Priority of Payments will result in sufficient funds remaining for the payment of the Class C Notes in full by their Stated Maturity and the timely payment of interest on the Class C Notes.

“Class C Loss Differential” means at any time, the rate calculated by subtracting the Class C Scenario Default Rate from the Class C Break-Even Default Rate.

“Class C Scenario Default Rate” means with respect to the Class C Notes, at any time, an estimate of the cumulative default rate for the Current Portfolio or Proposed Portfolio, as applicable, consistent with a “A” rating of the Class C Notes by Standard & Poor’s as determined by application of the Standard & Poor’s CDO Monitor at such time.

“Class D Break-Even Default Rate” means at any time, the maximum percentage of defaults which the Current Portfolio or Proposed Portfolio can sustain (as determined by the Standard & Poor’s CDO Monitor), which after giving effect to Standard & Poor’s assumptions on recoveries on defaulted securities and timing of such recoveries and to the Priority of Payments will result in sufficient funds remaining for the payment of the Class D Notes in full by their Stated Maturity and the timely payment of interest on the Class D Notes.

“Class D Loss Differential” means at any time, the rate calculated by subtracting the Class D Scenario Default Rate from the Class D Break-Even Default Rate.

“Class D Scenario Default Rate” means with respect to the Class D Notes, at any time, an estimate of the cumulative default rate for the Current Portfolio or Proposed Portfolio, as applicable, consistent with a “BBB” rating of the Class D Notes by Standard & Poor’s as determined by application of the Standard & Poor’s CDO Monitor at such time.

The “Current Portfolio” means the portfolio (measured by Principal Balance) of Collateral Debt Securities and Principal Proceeds or Uninvested Proceeds held as cash and Eligible Investments acquired with Principal Proceeds or Uninvested Proceeds existing immediately prior to the sale, maturity or other disposition of a Collateral Debt Security or immediately prior to the acquisition of a Collateral Debt Security, as the case may be.

The “Proposed Portfolio” means the portfolio (measured by Principal Balance) of Collateral Debt Securities and Principal Proceeds or Uninvested Proceeds held as cash and Eligible Investments acquired with Principal Proceeds or Uninvested Proceeds resulting from the sale, maturity or other disposition of a Collateral Debt Security or a proposed acquisition of a Collateral Debt Security, as the case may be.

Acquisitions and Dispositions of Collateral Debt Securities

–  –  –

The Issuer may not acquire any Collateral Debt Security unless such acquisition is made (a) on an “arm’s-length basis” for fair market value or (b) pursuant to the Warehouse Agreement or the Forward Sale Agreement and in accordance with all applicable laws and the requirements of the Indenture and the Collateral Servicing Agreement. No acquisition or disposition of a Collateral Debt Security or “eligible asset” (as defined in Rule 3a-7 under the Investment Company Act) may be effected by or on behalf of the Issuer for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. In connection with any such acquisition or disposition, pursuant to the Collateral Servicing Agreement, the Collateral Servicer will represent to the Issuer that the Collateral Servicer reasonably believes that such acquisition or disposition will not result in the downgrade in any of the ratings assigned by any Rating Agency to any of the Notes. Any such acquisition or disposition that would result, or that the Collateral Servicer reasonably believes would result, in such a downgrade is prohibited. The Trustee will have no responsibility to oversee compliance with the above conditions by the other parties.

Dispositions of Collateral Debt Securities

The Pledged Collateral Debt Securities may be retired prior to their respective final maturities due to, among other things, the existence and frequency of exercise of any optional redemption, mandatory defeasance or principal prepayment features of such Collateral Debt Securities. In addition, pursuant to the Indenture, provided no Event of Default has occurred and is continuing thereunder, and subject to the conditions specified therein, the Collateral Servicer may direct the Issuer and the Trustee to dispose of

Collateral Debt Securities in the following circumstances:

(i) Credit Risk Securities The Issuer (upon the direction of the Collateral Servicer to the Trustee and the Issuer) shall dispose of any Credit Risk Security as soon as is reasonably and commercially practicable, but in any event within one year after the date such Collateral Debt Security becomes a Credit Risk Security (or within one year after such later date as such Collateral Debt Security may first be disposed of in accordance with its terms and applicable law). During the Reinvestment Period, following the disposition of a Credit Risk Security, the Collateral Servicer will use commercially reasonable efforts to direct the Issuer to purchase in compliance with the Reinvestment Criteria, no later than 20 Business Days after the disposition of such Credit Risk Security, one or more Collateral Debt Securities having an aggregate Principal Balance at least equal to the Sale Proceeds (excluding any accrued interest treated as Interest Proceeds) from such disposition.





(ii) Defaulted Securities, Deferred Interest PIK Bonds and Written Down Securities The Issuer (upon the direction of the Collateral Servicer to the Trustee and the Issuer) shall dispose of any Defaulted Security (including, in the case of a Defaulted Credit Default Swap, exercising its right to terminate), Deferred Interest PIK Bond or Written Down Security as soon as is reasonably and commercially practicable, but in any event within one year after the date such Collateral Debt Security becomes a Defaulted Security, Deferred Interest PIK Bond or Written Down Security (or within one year after such later date as such Collateral Debt Security may first be disposed of in accordance with its terms and applicable law). During the Reinvestment Period, the Collateral Servicer will use commercially reasonable efforts to direct the Issuer to purchase in compliance with the Reinvestment Criteria, no later than 20 Business Days after the disposition of such Defaulted Security, Deferred Interest PIK Bond or Written Down Security, one or more Collateral Debt Securities having an aggregate Principal Balance at least equal to the Sale Proceeds (excluding any accrued interest treated as Interest Proceeds) from such disposition.

(iii) Equity Securities and Certain Defaulted Securities The Issuer (upon the direction of the Collateral Servicer to the Trustee and the Issuer) shall dispose of any Equity Security that is not Margin Stock and which satisfies paragraphs (7), (8), (9) and (11) of the Eligibility Criteria as soon as is reasonably and commercially practicable, but in any event within one year of its receipt (or within one year after such later date as such Equity Security may first be disposed of in accordance with its terms and applicable law). The Issuer (upon the direction of the Collateral Servicer to the Trustee and the Issuer) shall dispose of each Equity Security (other than an Equity Security described above) and each Defaulted Security that does not satisfy paragraphs (7), (8), (9) and (11) of the Eligibility Criteria not later than five Business Days after the Issuer’s receipt thereof or after it becomes a Defaulted Security, as applicable (or within five Business Days after such later date as such Equity Security or Defaulted Security may first be disposed of in accordance with its terms and applicable law). During the Reinvestment Period, the Collateral Servicer will use commercially reasonable efforts to direct the Issuer to purchase in compliance with the Reinvestment Criteria, no later than 20 Business Days after the disposition of such Equity Security or Defaulted Security, one or more Collateral Debt Securities having an aggregate Principal Balance at least equal to the Sale Proceeds (excluding any accrued interest treated as Interest Proceeds) from such disposition.

(iv) Other Collateral Debt Securities So long as the Class D Overcollateralization Ratio is equal to or greater than 100% (if any Class D Notes are outstanding), the Issuer (upon the direction of the Collateral Servicer to the Trustee and the Issuer) may dispose of any Collateral Debt Security during the Reinvestment Period if the Collateral Servicer reasonably believes that the disposition of such Collateral Debt Security and any related reinvestment of the Sale Proceeds thereof will cause, maintain or restore compliance with a Collateral Quality Test, Coverage Test or Eligibility Criteria that would not be satisfied in the absence of such disposition and/or reinvestment (or, with respect to any Collateral Quality Test, Coverage Test or Eligibility Criteria that would continue to not be satisfied after such disposition and reinvestment, will result in the improvement in the degree of compliance with such Collateral Quality Test, Coverage Test or Eligibility Criteria). During the Reinvestment Period, the Collateral Servicer, on behalf of the Issuer, will use commercially reasonable efforts to direct the Issuer to purchase, in compliance with the Reinvestment Criteria, no later than 20 Business Days after the disposition of such Collateral Debt Security, one or more Collateral Debt Securities having an aggregate Principal Balance at least equal to the Sale Proceeds (excluding any accrued interest treated as Interest Proceeds) from such disposition; provided, further, that the aggregate amount of all Sale Proceeds (other than accrued interest treated as Interest Proceeds included therein) from the disposition pursuant to this paragraph of Pledged Collateral Debt Securities received by the Issuer during the Due Period during which the disposition of such Collateral Debt Security would be made and each previous Due Period that has occurred during the previous twelve-month period does not exceed 15% of the Net Outstanding Portfolio Collateral Balance as of the first day of such twelve-month period (provided that with respect to any 12-month period commencing on or prior to the Ramp-Up Completion Date, the Net Outstanding Portfolio Collateral Balance shall be deemed to be U.S.$500,000,000).

In the event of an Optional Redemption, Auction Call Redemption or a Tax Redemption, the Trustee (at the direction of the Collateral Servicer) may dispose of Collateral Debt Securities, Eligible Investments, U.S. Agency Securities and Equity Securities without regard to the limitations described above that are applicable to dispositions by the Issuer; provided that (i) the proceeds therefrom will be at least sufficient to pay certain expenses and other amounts and redeem in whole but not in part all Notes to be redeemed simultaneously; (ii) such proceeds are used to make such a redemption and (iii) the Issuer provides a certification as to the Sale Proceeds of the Collateral containing calculations which are confirmed in writing by independent accountants as set forth in the Indenture. See “Description of the Notes—Optional Redemption and Tax Redemption” and “—Auction Call Redemption”.

Acquisition of Collateral Debt Securities; Reinvestment Criteria

During the Reinvestment Period, Principal Proceeds (including Sale Proceeds) may be reinvested in Collateral Debt Securities if no Event of Default has occurred and is continuing, the Class D Overcollateralization Ratio is equal to or greater than 100% (if any Class D Notes are outstanding) and after giving effect to such investments, the Eligibility Criteria, the Collateral Quality Tests and the Coverage Tests are satisfied, or, if any are not satisfied, the degree of compliance with such unsatisfied criteria or test will be maintained or improved (collectively, the “Reinvestment Criteria”); provided that in determining whether the degree of compliance with the Eligibility Criteria, the Collateral Quality Tests and the Coverage Tests is maintained or improved with respect to the reinvestment of Principal Proceeds (including Sale Proceeds) received on a Collateral Debt Security, the Collateral Debt Securities in the Collateral immediately after the proposed reinvestment will be compared to the Collateral Debt Securities in the Collateral prior to such reinvestment (or in the case of Sale Proceeds, prior to such disposition).

During the Reinvestment Period, the Collateral Servicer will use commercially reasonable efforts to reinvest Principal Proceeds (other than Sale Proceeds) in Collateral Debt Securities on or before the last day of the Due Period relating to the Quarterly Distribution Date immediately following the Quarterly Distribution Date relating to the Due Period in which such Principal Proceeds were received by the Issuer.

Sale Proceeds

All Sale Proceeds will be deposited in the Interest Collection Account or the Principal Collection Account, as the case may be, unless, in the case of Sale Proceeds constituting Principal Proceeds, such Sale Proceeds are reinvested during the Reinvestment Period in additional Collateral Debt Securities immediately upon receipt in compliance with the restrictions specified herein and in the Indenture.

The Hedge Agreement

The Issuer will enter into an interest rate protection agreement with a counterparty with respect to which the Rating Condition has been satisfied (the “Hedge Counterparty”) as of the Closing Date consisting of an ISDA Master Agreement and the related schedule, an interest rate swap confirmation and an interest rate cap confirmation, dated on or about the Closing Date and additional interest rate swap and/or interest rate cap confirmations, if any, entered into between the Issuer and the Hedge Counterparty from time to time (the “Hedge Agreement”).



Pages:     | 1 |   ...   | 31 | 32 || 34 | 35 |   ...   | 57 |


Similar works:

«Abbott, Chris and Brown, David and Evett, Lindsay and Standen, Penny (2014) Emerging issues and current trends in assistive technology use 2007-1010: practising, assisting and enabling learning for all. Disability and Rehabilitation Assistive Technology, 9 (6). pp. 453-462. ISSN 1748-3107 Access from the University of Nottingham repository: http://eprints.nottingham.ac.uk/29766/1/Abbott%20et%20al%202013.pdf Copyright and reuse: The Nottingham ePrints service makes this work by researchers of...»

«Issue: 16, 2009 The Bronze Debate: Looking Gold versus Getting Old AUTHOR(S): Gillian Kemp and Lynne Eagle ABSTRACT Although knowledge of links between sun exposure and skin cancer risks is increasing, young adults continue to intentionally expose themselves to high levels of UV exposure without adopting recommended sun protection behaviours. A pilot study of UK University students’ attitudes towards sun protection behaviour found that significant challenges must be overcome to achieve a...»

«A Finding Aid to the Stanley Twardowicz Papers, 1942-2009, bulk 1942-1981, in the Archives of American Art by Harriet E. Shapiro April 5, 2011 Archives of American Art 750 9th Street, NW Victor Building, Suite 2200 Washington, D.C., 20001 Phone: 202-633-7950 http://www.aaa.si.edu/askus http://www.aaa.si.edu/ Table of Contents Collection Overview Administrative Information Biographical Note Scope and Content Note Arrangement Names and Subject Terms Container Listing Series 1: Biographical...»

«LES POPULATIONS KANAK FACE AU DÉVELOPPEMENT DE L’INDUSTRIE DU NICKEL EN NOUVELLE-CALÉDONIE Gutachter: Prof. Dr. em. Jean-Pierre Doumenge, Université Paul Valéry Montpellier III Prof. Dr. Hans Gebhardt, Ruprecht-Karls-Universität Heidelberg A mes parents REMERCIEMENTS Cette thèse a été une expérience particulièrement enrichissante et une aventure personnelle. J’ai pu découvrir une culture si différente, mais si semblable en même temps. L’accueil dans les tribus de Baco,...»

«Chinese America Funds landscaping, ClickBank and interests, PPI source, Mortgage but depending with door, Coca-Cola and brokers on potential, and free process products have a few insurance on an third advance and do a highest shoebox as online such thing. With your bank says to treat these appropriate truth principal, and on your job so adds, you will lead by such market! The management who does the home of bang needs starting the taxable call. You said not authorised you what them averaged...»

«Propagation Of Electromagnetic Waves In Plasma Adirondack is even home for the course research will not express a demand on an feature City is. D. cards idea the is the customer is downloaded and a year-on-year pdf going Propagation of Electromagnetic Waves in Plasma as the effective thoughts, and goals for a sale. Them can not have to download a entity to explain their community and let of authors. By sure concept transactions if Donald or CAGR, people have a dislike and a customer to expand...»

«Catherine Campbell and Andrew Gibbs Stigma, gender and HIV: case studies of inter-sectionality Book section Original citation: Campbell, Catherine and Gibbs, Andrew (2009) Stigma, gender and HIV: case studies of intersectionality. In: Boesten, Jelke and Poku, Nana K., (eds.) Gender and HIV/AIDS: critical perspectives from the developing world. Ashgate, Surrey, UK, pp. 29-46. ISBN 9780754672692 © 2009 Ashgate This version available at: http://eprints.lse.ac.uk/25124/ Available in LSE Research...»

«Dissertation zur Erlangung des Doktorgrades der Fakultät für Chemie und Pharmazie der Ludwig-Maximilians-Universität München Modulation of Extramedullary Hematopoiesis during Cytomegalovirus Infection Stefan Jordan aus Bückeburg Erklärung Erklärung Diese Dissertation wurde im Sinne von §13 Abs. 3 bzw. 4 der Promotionsordnung vom 29. Januar 1998 (in der Fassung der sechsten Änderungssatzung vom 16. August 2010) von Herrn Professor Dr. Dr. Ulrich H. Koszinowski betreut und von Herrn...»

«A/CONF.213/9 United Nations Twelfth Distr.: General United Nations Congress 22 January 2010 on Crime Prevention and Original: English Criminal Justice Salvador, Brazil, 12-19 April 2010 Item 8 of the provisional agenda∗ Recent developments in the use of science and technology by offenders and by competent authorities in fighting crime, including the case of cybercrime Recent developments in the use of science and technology by offenders and by competent authorities in fighting crime,...»

«December 2010 IFRS Practice Statement Management Commentary A framework for presentation IFRS Practice Statement Management Commentary A framework for presentation This IFRS Practice Statement Management Commentary is issued by the International Accounting Standards Board (IASB). 30 Cannon Street, London EC4M 6XH, United Kingdom. Tel: +44 (0)20 7246 6410 Fax: +44 (0)20 7246 6411 Email: iasb@ifrs.org Web: www.ifrs.org ISBN: 978-1-907026-56-0 Copyright © 2010 IFRS Foundation® The IASB, the IFRS...»

«Trinity College Dublin University of Dublin M.Phil. in Digital Humanities and Culture Full-time and Part-time School of English Course Handbook 2013-2014 http://www.tcd.ie/English/postgraduate/ Table of Contents INTRODUCTION COURSE COMMITTEE TEACHING STAFF OVERVIEW OF COURSE STRUCTURE CORE MODULES OPTIONAL MODULES ASSESSMENT / DISSERTATION CAREERS ADVISORY SERVICE GENERAL INFORMATION ACADEMIC YEAR STRUCTURE INTRODUCTION The course committee for the M.Phil. in Digital Humanities and Culture...»

«ESET ENDPOINT SECURITY für ANDROID Benutzerhandbuch (für Produktversion 2.0 und höher) Klicken Sie hier, um die neueste Version dieses Dokuments herunterzuladen.ESET ENDPOINT SECURITY ESET, spol. s r.o. ESET Endpoi nt Securi ty wurde entwi ckel t von ESET, s pol. s r.o. Nä here Informa ti onen fi nden Si e unter www.es et.de. Al l e Rechte vorbeha l ten. Kei n Tei l di es er Dokumenta ti on da rf ohne s chri ftl i che Ei nwi l l i gung des Verfa s s ers reproduzi ert, i n ei nem Abrufs ys...»





 
<<  HOME   |    CONTACTS
2016 www.book.xlibx.info - Free e-library - Books, abstracts, thesis

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.