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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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any time becomes Margin <strong>Stock</strong> (as defined under Regulation U issued by the Board of Governors of the United<br />

States Federal Reserve System) or a Dutch Ineligible Security, as soon as practicable following such event.<br />

(m) Redemption of the Notes or Enforcement<br />

In the event of an optional redemption of the Notes pursuant to the Conditions or upon receipt of<br />

notification from the Trustee of the enforcement of the security over the Collateral, the Collateral Manager will<br />

(at the direction of the Trustee following the enforcement of such security) sell all or part of the Portfolio in<br />

order to fund such redemption or prepayment without regard to the foregoing limitations, subject always to any<br />

limitations or restrictions set out in the Conditions and the Trust Deed.<br />

(n) Euro Principal Proceeds and Sterling Principal Proceeds<br />

The Collateral Management Agreement provides that the Collateral Manager, on behalf of the Issuer, may<br />

only use Euro Principal Proceeds to acquire Euro Collateral Debt Securities and Sterling Principal Proceeds to<br />

acquire Sterling Collateral Debt Securities, provided that a Collateral Debt Security denominated in Sterling or<br />

any other non-Euro currency may be acquired by the Collateral Manager on behalf of the Issuer using Euro<br />

Principal Proceeds if such Collateral Debt Security is the subject of an Asset Swap Transaction pursuant to a<br />

Hedge Agreement swapping the Sterling or non-Euro amounts received on such Collateral Debt Security into<br />

Euro.<br />

7. Synthetic Securities, Non-Euro Denominated Securities and PIK Securities<br />

(a) Synthetic Securities<br />

The Collateral Manager, acting on behalf of the Issuer, may from time to time, during the Reinvestment<br />

Period acquire Collateral Debt Securities which are Synthetic Securities. For the avoidance of doubt, any<br />

acquisition of a Synthetic Security shall be subject to Rating Agency Confirmation.<br />

As part of the acquisition of or entry into a Synthetic Security which is a credit default swap transaction, the<br />

Issuer or the Collateral Manager, acting on the Issuer’s behalf, may be required to provide Synthetic Security<br />

Collateral to the applicable Synthetic Security Obligor which it will deposit with a custodian or other third party<br />

as security for its payment obligations to the Synthetic Security Obligor under the Synthetic Security. Subject<br />

as provided below, the Issuer may purchase such Synthetic Security Collateral notwithstanding that it may not<br />

satisfy the Eligibility Criteria, provided that such Synthetic Security Collateral may not include Margin <strong>Stock</strong><br />

(as defined under Regulation U issued by the Board of Governors of the United States Federal Reserve System).<br />

For the purposes of the Collateral Management Agreement, the acquisition cost of any Synthetic Security<br />

Collateral shall be included in the purchase price of any Collateral Debt Security that is a Synthetic Security.<br />

The Issuer may grant a first security interest in such Synthetic Security Collateral to the related Synthetic<br />

Security Obligor and a second priority security interest to the Trustee for the benefit of the Secured Parties and<br />

shall cause the Synthetic Security Obligor and the custodian or other third party holding such Synthetic Security<br />

Collateral to be notified of and acknowledge such security interests. Prior to the occurrence of any default under<br />

such Synthetic Security, any payments in respect of Synthetic Security Collateral not retained by the Synthetic<br />

Security Obligor pursuant to the terms of a Synthetic Security shall be paid to the Issuer prior to the release of<br />

the Synthetic Security Collateral. Interest received on the Synthetic Security Collateral shall constitute Euro<br />

Interest Proceeds or Sterling Interest Proceeds, as applicable. Principal payments received thereon shall<br />

constitute Euro Principal Proceeds or Sterling Principal Proceeds, as applicable. Upon any release of Synthetic<br />

Security Collateral from the first priority security interest in favour of the applicable Synthetic Security Obligor<br />

upon termination or sale of such Synthetic Security or otherwise, such Synthetic Security Collateral will:<br />

(i) to the extent that it satisfies the Eligibility Criteria and Reinvestment Criteria, at the discretion of<br />

the Collateral Manager, be retained and shall constitute a Collateral Debt Security; or<br />

(ii) in all other circumstances be sold as soon as reasonably practicable.<br />

Any Distributions received upon liquidation of Synthetic Security Collateral shall be deemed to<br />

constitute:<br />

(A) Sale Proceeds in the event that the Synthetic Security or the Synthetic Security Obligor’s<br />

security interest was terminated by the Collateral Manager or sold or assigned;<br />

165

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