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

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(B) Unscheduled Principal Proceeds in the event that the Synthetic Security or the Synthetic<br />

Security Obligor’s security interest was subject to an early termination other than by the<br />

Collateral Manager; or<br />

(C) Euro Principal Proceeds or Sterling Principal Proceeds, as applicable in the event that the<br />

Synthetic Security was terminated at its scheduled maturity.<br />

The Collateral Manager, on behalf of the Issuer, shall use commercially reasonable efforts to sell and/or<br />

procure a full discharge of each Reference Obligation delivered to the Issuer no earlier than 30 calendar days<br />

after the delivery to the Issuer of such Reference Obligation and before the date which is 12 months after its<br />

delivery to the Issuer but in any event no later than the date which is 5 Business Days prior the Maturity Date;<br />

provided that if the delivery of such Reference Obligation would otherwise satisfy the requirements set out in<br />

the Collateral Management Agreement applicable to the acquisition of Collateral Debt Securities, the Collateral<br />

Manager, on behalf of the Issuer, may elect to treat such Reference Obligation delivered to the Issuer as part of<br />

the Portfolio by notice to the Collateral Administrator and the Trustee no later than the Determination Date<br />

following the delivery of such Reference Obligation and such Reference Obligation shall be treated as part of<br />

the Portfolio for all purposes.<br />

(b) Sterling Collateral Debt Securities and Non-Euro Collateral Debt Securities<br />

In determining any Coverage Test, the Reinvestment OC Test and any Collateral Quality Test, the<br />

outstanding Sterling principal or interest amount in respect of a Sterling Collateral Debt Security will be<br />

converted into Euro at the Spot Rate.<br />

In determining any Coverage Test, the Reinvestment OC Test and any Collateral Quality Test, the<br />

outstanding non-Euro principal or interest amount in respect of a Non-Euro Collateral Debt Security will be<br />

converted into Euro at the Asset Swap Transaction <strong>Exchange</strong> Rate.<br />

(c) PIK Securities<br />

In determining the Coverage Tests, the Reinvestment OC Test and any Collateral Quality Test, PIK<br />

Securities will be treated as having an effective rate of interest in respect of such PIK Security equal to the rate<br />

of current interest in respect of the relevant PIK Security.<br />

8. The Collateral Quality Tests<br />

(a) General<br />

The Collateral Quality Tests will be used primarily as the criteria for purchasing Collateral Debt Securities.<br />

The “Collateral Quality Tests” will consist of the Maximum Weighted Average Fitch Rating Factor Test, the<br />

Minimum Fitch Weighted Average Recovery Rate Test, the Weighted Average Life Test, the Minimum<br />

Weighted Average Spread Test, the S&P Minimum Weighted Average Recovery Rate Test and the CDO<br />

Evaluator Test. The Collateral Administrator will carry out the Collateral Quality Tests:<br />

(i) as of the Target Date;<br />

(ii) upon a substitution of, or a default under, a Collateral Debt Security;<br />

(iii) as of the date of acquisition of any Additional Collateral Debt Security (which calculation shall, if<br />

such acquisition is to be funded by a drawing under the Class A1A Notes, be made within 2<br />

Business Days of receipt of the Drawing Notice in respect thereof);<br />

(iv) the 20 th day of each month after the Target Date commencing in January 2008 (or if such day is not<br />

a Business Day, the following Business Day);<br />

(v) each Determination Date after the Target Date; and<br />

(vi) with reasonable notice, on any Business Day requested by any Rating Agency or the Trustee,<br />

(any such date, a “Measurement Date”).<br />

(b) S&P Test Matrix and Fitch Test Matrix<br />

166

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