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ROCKALL CLO B.V. - Irish Stock Exchange

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(Definitions)) or (2) the Issuer has complied with Condition 5(c) (Over-Collateralisation Failure and<br />

Collateralisation Shortfall Dates). In the event that the Over-Collateralisation Tests are not satisfied, the Issuer is<br />

obliged to employ certain strategies to attempt to ensure compliance within specific timeframes (see<br />

Condition 5(c) (Over-Collateralisation Failure and Collateralisation Shortfall Dates)).<br />

Over-Collateralisation Failure and Collateralisation Shortfall Dates<br />

On the occurrence of a failure to comply with the Over-Collateralisation Tests, the Issuer will procure that the<br />

Collateral Manager, on behalf of the Issuer, shall, not later than the Business Day following the date on which the<br />

breach occurred (such day being referred to in the Conditions as a Collateralisation Shortfall Date), furnish the<br />

Rating Agencies, the VFN Agent (for furnishing to the VF Noteholders) and the Trustee with a Collateralisation<br />

Shortfall Valuation Statement. Upon the occurrence of a Collateralisation Shortfall Date, the Issuer (or the<br />

Collateral Manager on its behalf) shall, inter alia, also employ either the Prepayment Cure Methodology or the<br />

Projection Cure Methodology in order to remedy the breach of the Over-Collateralisation Tests. Pursuant to the<br />

Prepayment Cure Methodology, the Issuer, or the Collateral Manager on its behalf, is obliged to make<br />

prepayments of its VF Notes and Outstanding Notes (see Condition 7(e)(i) (Mandatory Redemption upon<br />

Over-Collateralisation Failure)) by reference to the seniority of the same up to the level necessary to cure the<br />

relevant under-collateralisation (see paragraph (i) of Condition 5(c) (Over-Collateralisation Failure and<br />

Collateralisation Shortfall Dates)). Pursuant to the Projection Cure Methodology which the Issuer, or the<br />

Collateral Manager on its behalf, may elect to adopt instead of the Prepayment Cure Methodology, the Issuer is<br />

obliged to furnish the Rating Agencies, the VFN Agent (for furnishing to the VF Noteholders) and the Trustee with<br />

a Projection Cure Statement showing projected compliance with the Over-Collateralisation Tests by the<br />

Long-Stop Date by means of disposing of certain Issuer Investments and acquiring others in accordance with a<br />

specific set of timelines and redeeming VF Notes and Notes with the net proceeds of such disposals and<br />

acquisitions and other liquidity available to the Issuer (see paragraph (ii) of Condition 5(c)) (Over-Collateralisation<br />

Failure and Collateralisation Shortfall Dates).<br />

Under-Collateralisation Events<br />

In the event that the application of the Under-Collateralisation Cure Methodologies fails to cure an<br />

Over-Collateralisation Failure, the Issuer (or the Collateral Manager on its behalf) shall make payments in<br />

accordance with the Prepayment Cure Methodology in order to cure the resulting Supervening Shortfall by the<br />

Long-Stop Date. Failure to do so will give rise to an Under-Collateralisation Event, which constitutes an Event of<br />

Default for the purpose of the Conditions (see Condition 10 (Events of Default)).<br />

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