Direction Letters. So long as (i) “cause” (as defined in any of Sections 12(b)(i)-(v) or (viii) of the G▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇) does not exist, and (ii) there has not been a default in the payment of principal on the Class A Notes (as defined in the Gramercy 2006 CDO Indenture) when the same becomes due and payable, and (iii) the Class A/B Par Value (as defined in the Gramercy 2006 CDO Indenture) is greater than 75% on any Measurement Date (as defined in the Gramercy 2006 CDO Indenture), and (iv) no Resignation Event has occurred, following the occurrence of an event described in Section 12(b)(vi) and/or 12(b)(vii) of the Gramercy 2006 CDO CMA and if directed to do so in writing by CWCapital, ************ shall, and shall cause its Affiliates, if applicable, to (i) send a letter in the form attached hereto as Exhibit A to any counterparty to a swap agreement (collectively, the “Gramercy 2006 CDO Swaps”) pursuant to which ************ or any of its Affiliates provides credit protection on a note issued as part of the Gramercy 2006 CDO and (ii) subject to any and all confidentiality obligations of ************ notify W▇▇▇▇ Fargo Bank, N.A. that ************ has not directed the counterparties to the Gramercy 2006 CDO Swaps to remove CWCapital as the collateral manager of the Gramercy 2006 CDO; provided that, on and after June 16, 2016, this section shall cease to be of any further force and effect and ************ shall have no further obligations under this Section 4(A).
Appears in 1 contract
Sources: Sale and Purchase Agreement (Gramercy Capital Corp)
Direction Letters. So long as (i) “cause” (as defined in any of Sections 12(b)(i)-(v) or (viii) of the G▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇) does not exist, and (ii) there has not been a default in the payment of principal on the Class A Notes (as defined in the Gramercy 2006 CDO Indenture) when the same becomes due and payable, and (iii) the Class A/B Par Value (as defined in the Gramercy 2006 CDO Indenture) is greater than 75% on any Measurement Date (as defined in the Gramercy 2006 CDO Indenture), and (iv) no Resignation Event has occurred, following the occurrence of an event described in Section 12(b)(vi) and/or 12(b)(vii) of the Gramercy 2006 CDO CMA and if directed to do so in writing by CWCapital, ************ shall, and shall cause its Affiliates, if applicable, to (i) send a letter in the form attached hereto as Exhibit A to any counterparty to a swap agreement (collectively, the “Gramercy 2006 CDO Swaps”) pursuant to which ************ or any of its Affiliates provides credit protection on a note issued as part of the Gramercy 2006 CDO and (ii) subject to any and all confidentiality obligations of ************ *, notify W▇▇▇▇ Fargo Bank, N.A. that ************ has not directed the counterparties to the Gramercy 2006 CDO Swaps to remove CWCapital as the collateral manager of the Gramercy 2006 CDO; provided that, on and after June 16, 2016, this section shall cease to be of any further force and effect and ************ shall have no further obligations under this Section 4(A).
Appears in 1 contract
Sources: Sale and Purchase Agreement (Gramercy Capital Corp)