07.03.2014 Views

ROCKALL CLO B.V. - Irish Stock Exchange

ROCKALL CLO B.V. - Irish Stock Exchange

ROCKALL CLO B.V. - Irish Stock Exchange

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Subordination Prior to Enforcement<br />

General The Security and Intercreditor Deed provides that on the occurrence of certain events prior to<br />

enforcement of the security, certain payments in respect of indebtedness which is for the time being subordinated<br />

to the then senior outstanding indebtedness of the Issuer will be blocked either indefinitely or until the occurrence<br />

of certain remedial actions.<br />

Blockage Periods Upon the occurrence of a Senior Payment Default or in the event that the Issuer fails to be in<br />

compliance with the Senior Over-Collateralisation Test (before giving effect to any grace period set forth in the<br />

applicable Transaction Document), the Issuer and, upon receipt of actual knowledge thereof, the Representative<br />

of the Holders of the applicable Senior Indebtedness shall provide written notice (or telephone notice promptly<br />

confirmed in writing) thereof to the Custodian, the Security Trustee and the other Representatives (or all<br />

Representatives in the case of a notice by the Issuer) and, unless and until such Senior Payment Default shall<br />

have been cured or waived or shall have ceased to exist or the Issuer shall have come into compliance with the<br />

Senior Over-Collateralisation Test, as the case may be, no payment may be made by the Issuer, or on behalf of<br />

the Issuer, on account of Class B Notes, Class C Notes, Class D Notes or Class E Subordinated Notes (including<br />

pursuant to an Offer to Purchase). Any failure of the Issuer or any Representative to furnish such notice, or any<br />

defect therein, shall not have any effect on the consequences of such Senior Payment Default or such failure to<br />

comply with the Senior Over-Collateralisation Test, in each case as provided in the applicable Transaction<br />

Document.<br />

If a Senior Blockage Trigger Event shall occur and be continuing, the Security Trustee shall, if directed by the<br />

Controlling Class to do so, provide a Senior Blockage Notice to the Custodian, the Issuer and each<br />

Representative stating that no payment may be made by the Issuer, or on behalf of the Issuer, on account of<br />

Class B Notes, Class C Notes, Class D Notes or Class E Subordinated Notes (including pursuant to an Offer to<br />

Purchase) and until the end of the Senior Blockage Period no such payment shall be made by either the Issuer or<br />

the Security Trustee. No more than one Senior Blockage Notice may be given during any period of 365<br />

consecutive days.<br />

Upon the occurrence of a Class B Notes Payment Default or in the event that the Issuer fails to be in compliance<br />

with the Class B Notes Over-Collateralisation Test (before giving effect to any grace period set forth in the<br />

applicable Transaction Document), the Issuer and, upon receipt of actual knowledge thereof, the Representative<br />

of the Class B Noteholders shall provide written notice (or telephone notice promptly confirmed in writing) thereof<br />

to the Custodian, the Security Trustee and the other Representatives (or all Representatives in the case of a<br />

notice by the Issuer) and, unless and until such Class B Notes Payment Default shall have been cured or waived<br />

or shall have ceased to exist or the Issuer shall have come into compliance with the Class B Notes<br />

Over-Collateralisation Test, as the case may be, no payment may be made by the Issuer, or on behalf of the<br />

Issuer, on account of Class C Notes, Class D Notes or Class E Subordinated Notes (including pursuant to an<br />

Offer to Purchase), other than on account of: (x) first interest in the following order of priority: first to the Holders<br />

of Senior Indebtedness and second to the Class B Noteholders and (y) second (i) such amounts of principal as<br />

are required to ensure compliance with the Class B Notes Over-Collateralisation Test in accordance with the<br />

order of priorities set out in Condition 3(i) (Prepayment Amount) or (ii) the purchase or other acquisition of Senior<br />

Indebtedness or, if no Senior Indebtedness is then Outstanding, Class B Notes (including pursuant to an Offer to<br />

Purchase). Any failure of the Issuer or any Representative to furnish such notice, or any defect therein, shall not<br />

have any effect on the consequences of such Class B Notes Payment Default or such failure to comply with the<br />

Class B Notes Over-Collateralisation Test, in each case as provided in the applicable Transaction Document.<br />

If a Class B Notes Blockage Trigger Event shall occur and be continuing, the Security Trustee shall, if directed by<br />

the Controlling Class to do so, provide a Class B Notes Blockage Notice to the Custodian, the Issuer and each<br />

Representative stating that no payment may be made by the Issuer, or on behalf of the Issuer, on account of<br />

Class C Notes, Class D Notes or Class E Subordinated Notes (including pursuant to an Offer to Purchase) and<br />

until the end of the Class B Notes Blockage Period no such payment shall be made by either the Issuer or the<br />

Security Trustee. No more than one Class B Notes Blockage Notice may be given during any period of 365<br />

consecutive days.<br />

Upon the occurrence of a Class C Notes Payment Default or in the event that the Issuer fails to be in compliance<br />

with the Class C Notes Over-Collateralisation Test (before giving effect to any grace period set forth in the<br />

applicable Transaction Document), the Issuer and, upon receipt of actual knowledge thereof, the Representative<br />

of the Class C Notes Noteholders shall provide written notice (or telephone notice promptly confirmed in writing)<br />

thereof to the Custodian, the Security Trustee and the other Representatives (or all Representatives in the case<br />

of a notice by the Issuer) and, unless and until such Class C Notes Payment Default shall have been cured or<br />

waived or shall have ceased to exist or the Issuer shall have come into compliance with the Class C Notes<br />

Over-Collateralisation Test, as the case may be, no payment may be made by the Issuer, or on behalf of the<br />

Issuer, on account of Class D Notes or Class E Subordinated Notes (including pursuant to an Offer to Purchase),<br />

other than on account of: (x) first interest in the following order of priority: first to the Holders of Senior<br />

Indebtedness, second to the Class B Noteholders and third to the Class C Noteholders and (y) second (i) such<br />

amounts of principal as are required to ensure compliance with the Class C Notes Over-Collateralisation Test in<br />

accordance with the order of priorities set out in Condition 3(i) (Prepayment Amounts) or (ii) the purchase or other<br />

acquisition of Senior Indebtedness or, if no Senior Indebtedness is then Outstanding, Class B Notes or, if no<br />

- 159 -

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!