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

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(F) (G) at any time, amounts payable by the Issuer upon entry into of a Replacement Hedge Agreement in accordance with the Collateral Management Agreement, unless termination of the Hedge Agreement under which the relevant Hedge Termination Receipts are payable occurs on a Redemption Date, or the Collateral Manager determines not to replace the relevant Hedge Agreement and Rating Agency Confirmation is obtained with respect to such determination; and at any time, to the payment of any Hedge Termination Payment due and payable to a Hedge Counterparty under a Hedge Agreement being replaced, as referred to in the definition of Hedge Replacement Receipts insofar as it does not exceed the amount of the corresponding Hedge Replacement Receipt. (v) FX Conversion: For the purposes of each of Conditions 3(c)(i) to (iv) (inclusive) Euro Interest Proceeds and Euro Principal Proceeds shall be applied first towards amounts payable in Euro and Sterling Interest Proceeds and Sterling Principal Proceeds shall be applied first towards amounts payable in Sterling and thereafter: (A) (B) (C) any Sterling Interest Proceeds remaining after the application of Condition 3(c)(i)(H) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), to the extent that such Sterling Interest Proceeds exceed any Sterling payments which may be required to be made under Conditions 3(c)(i), (I), (L), (O), (R) and (U) (as the case may be) be converted into Euro to the extent that there is insufficient Euro Interest Proceeds then available to meet the same; any Euro Interest Proceeds remaining after the application of Condition 3(c)(i)(E) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), be converted into Sterling to the extent of any Sterling payments which may be required to be made under Conditions 3(c)(i), (H), (I), (L), (O), (R) and (U) (as the case may be) and, in respect of which insufficient Sterling Interest Proceeds are then available to meet the same; any Sterling Principal Proceeds remaining after the application of: (1) Condition 3(c)(iii)(A) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer) be converted into Euro to the extent of any Euro payments which may be required to be made under Condition 3(c)(i)(A) to (F) (inclusive) to the extent not paid pursuant to Condition 3(c)(v)(A), following the application of the available Euro Interest Proceeds, Sterling Interest Proceeds and Euro Principal Proceeds in respect of the same; (2) Conditions 3(c)(iii)(B), (D), (F), (H), or (J) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), be converted into Euro to the extent of any Euro payments which may be required to be made under any of Conditions 3(c)(iii)(B), (C), (D), (E), (F), (G), (H), (I), (J), or (K) respectively and in the priority set out in Condition 3(c)(iii) (Application of Principal Proceeds on Payment Dates), in each case following the application of the available Euro Principal Proceeds in respect of the same to the extent not paid; and (3) Condition 3(c)(iii)(P) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), be converted into Euro and deposited in the Euro Principal Reserve Account; and (D) any Euro Principal Proceeds remaining after the application of: (1) Condition 3(c)(iii)(A) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), be converted into Sterling to the extent of, and applied in payment of, any Sterling payments which may be required to be made under Conditions 3(c)(i)(A) to (H) (inclusive) following the application of the available Euro Interest Proceeds, Sterling Interest Proceeds and Sterling Principal Proceeds in respect of the same to the extent not paid pursuant to Condition 3(c)(v)(B) above; (2) Conditions 3(c)(iii) (B), (C), (D), (E), (F), (G), (H), (I), (J), or (K) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), be converted into Sterling to 105
the extent of any Sterling payments which may be required to be made under any of Conditions 3(c)(iii) (B), (D), (F), (H) or (J) respectively and in the priority set out in Condition 3(c)(iii) (Application of Principal Proceeds on Payment Dates), in each case following the application of the available Sterling Principal Proceeds in respect of the same to the extent not paid; and (3) Condition 3(c)(iii)(P) shall, with the consent of the Collateral Manager (acting on behalf of the Issuer), be deposited in the Euro Principal Reserve Account. Any conversion which is required to be made under this Condition 3(c)(v) (FX Conversion) shall be made at the Spot Rate or where applicable, in accordance with the hedging procedures as set out in the Collateral Management Agreement. (d) Class A1A Notes: Any reference to any repayment of the Class A1A Notes or to the redemption of the Senior Notes in this Condition 3(c) (Priorities of Payment) shall, for the avoidance of doubt, include (i) the cancellation of any Undrawn Amount of the Class A1A Notes and/or (ii) the repayment and cancellation of the Total Outstandings of the Class A1A Notes, in each case, as determined pursuant to the Class A1A Note Purchase Agreement. (e) Non-payment of Amounts: Save in the case of (i) the payment of interest and Commitment Fee on the Senior Notes or, following redemption and payment in full of the Senior Notes, the payment of interest on the Class B Notes, or, following redemption and payment in full of the Senior Notes and the Class B Notes, payment of interest on the Class C Notes, or following redemption and payment in full of the Senior Notes, the Class B Notes and the Class C Notes, payment of interest on the Class D Notes, or following redemption and payment in full of the Senior Notes, the Class B Notes, the Class C Notes and the Class D Notes, payment of interest on the Class E Notes, or (ii) non-payment in full of the principal amount of any Class of Notes on any Redemption Date, the failure on the part of the Issuer to pay any of the amounts referred to in Conditions 3(c)(i) (Application of Interest Proceeds on Payment Dates) or 3(c)(iii) (Application of Principal Proceeds on Payment Dates) to the Noteholders or otherwise, by reason solely of the fact that there are insufficient funds standing to the credit of the Euro Payment Account or Sterling Payment Account shall not constitute an Issuer Event of Default pursuant to Condition 10 (Events of Default). Subject always, in the case of Interest Amounts payable in respect of the Class B Notes, Class C Notes, Class D Notes and Class E Notes to Condition 6(c) (Deferral of Interest), in the event of non-payment of any amounts referred to in Conditions 3(c)(i) (Application of Interest Proceeds on Payment Dates) or 3(c)(iii) (Application of Principal Proceeds on Payment Dates) of this Condition on any Payment Date (including any Deferred Interest Amount), such amounts shall remain due and shall be payable on each subsequent Payment Date (other than any Payment Date which is a Redemption Date) in the orders of priority provided for in this Condition. References to the amounts referred to in Conditions 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii) (Application of Principal Proceeds on Payment Dates) of this Condition shall include any amounts thereof not paid when due in accordance with this Condition on any preceding Payment Date. (f) Determination and Payment of Amounts: The Collateral Administrator will, on each Determination Date, calculate the amounts payable on the applicable Payment Date pursuant to Conditions 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii) (Application of Principal Proceeds on Payment Dates) and on any other day, calculate the amounts payable pursuant to Conditions 3(c)(ii) (Application of Interest Proceeds between Payment Dates) and 3(c)(iv) (Application of Principal Proceeds between Payment Dates) and will notify the Trustee of such amounts. The Collateral Administrator shall, on behalf of the Issuer, not later than 12.00 noon (London time) on the Business Day preceding each Payment Date cause available amounts standing to the credit of the Interest Collection Account, the Principal Collection Account, the Sterling Interest Account, the Sterling Principal Account, the Euro Principal Reserve Account, the Euro Expense Account and the Sterling Expense Account to the extent required to pay the amounts referred to in paragraphs (i) and (iii) of Condition 3(c) (Priorities of Payment) which are payable on such Payment Date to be transferred to the Euro Payment Account or, as the case may be, the Sterling Payment Account. The Collateral Administrator shall, on behalf of the Issuer, other than on any Payment Date, cause available amounts standing to the credit of the Collection Accounts, the Initial Proceeds Account, the Additional Collateral Account and the Sterling Additional Collateral Account to the extent required to pay the amounts referred to in paragraphs (ii), and (iv) of Condition 3(c) (Priorities of Payments) which are 106
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Gresham Capital CLO IV B.V. (a priv
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with particular reference to its ow
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AUTHORITY (BUNDESANSTALT FÜR FINAN
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AVAILABLE INFORMATION To permit com
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SUMMARY This summary does not inclu
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e paid in accordance with the Prior
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Commitment Fee ....................
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provided that the Issuer has obtain
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Security for the Notes: ...........
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Overcollateralisation Ratio Test; (
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Liquidation of Collateral Debt Secu
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Class A1A Regulation S Notes and Cl
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The Trust Deed provides that the Is
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(a) take any corporate action or ot
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Notes will be made until principal
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the Issuer entered into the commitm
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elative to the high yield bond mark
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While the Issuer expects that the r
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Investment and Repayment of Payment
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In its capacity as Collateral Manag
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Termination Amount. The payment of
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available to them on subsequent pay
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Liability to Stamp Taxation and Oth
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the Issuer is party that is made in
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CONDITIONS OF THE NOTES The followi
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Account and the Sterling Principal
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Page 55 and 56: of deposits in Sterling (for the av
Page 57 and 58: equire, a specific number thereof a
Page 59 and 60: “Class C Rule 144A Definitive Not
Page 61 and 62: “Class E Rule 144A Global Note”
Page 63 and 64: “Collection Accounts” means the
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Page 67 and 68: (ii) if any Collateral Debt Securit
Page 69 and 70: acquisition thereof by the Issuer a
Page 71 and 72: prior to the Payment Date immediate
Page 73 and 74: Manager acting on behalf of the Iss
Page 75 and 76: including for the avoidance of doub
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Page 79 and 80: “Note Interest Rate” means, in
Page 81 and 82: (a) is a Business Day; (b) is or fa
Page 83 and 84: (c) in the case of a Hedge Counterp
Page 85 and 86: “Relevant Amount” in respect of
Page 87 and 88: counterparty has the regulatory cap
Page 89 and 90: “Sterling Interest Account” mea
Page 91 and 92: (h) any scheduled principal payment
Page 93 and 94: of the related Reference Obligation
Page 95 and 96: e represented by a Class A1A Rule 1
Page 97 and 98: (Application of Interest Proceeds b
Page 99 and 100: (W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
Page 101 and 102: (D) (E) (F) (G) (H) (I) (J) (K) (L)
Page 103: (AA) (BB) after taking account of t
Page 107 and 108: contractual rights) or any of them
Page 109 and 110: the Management Agreement; (D) the I
Page 111 and 112: shall be deferred and shall, with e
Page 113 and 114: “Euro zone” means the region co
Page 115 and 116: (ii) shall be paid to the Class A1A
Page 117 and 118: (A) (B) (C) (D) (E) Senior Notes: I
Page 119 and 120: meet the Eligibility Criteria or, t
Page 121 and 122: E Note (other than any Class E Defe
Page 123 and 124: the sole Issuer Event of Default is
Page 125 and 126: (J) (K) (L) (M) (N) (O) (P) (Q) (R)
Page 127 and 128: each a “Basic Terms Modification
Page 129 and 130: any jurisdiction of a judgment alre
Page 131 and 132: (v) the Trustee has been fully inde
Page 133 and 134: USE OF PROCEEDS The net proceeds fr
Page 135 and 136: Meetings: The holder of each Global
Page 137 and 138: BOOK ENTRY CLEARANCE PROCEDURES The
Page 139 and 140: persons or entities that do not par
Page 141 and 142: RATING OF THE RATED NOTES It was a
Page 143 and 144: DESCRIPTION OF THE ISSUER General T
Page 145 and 146: Date between, inter alia, the Found
Page 147 and 148: practice, all members of the IPF an
Page 149 and 150: DESCRIPTION OF THE PORTFOLIO 1. Int
Page 151 and 152: estrictions as set out in the Colla
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(ix) no Collateral Debt Security wh
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Industry Categories Business Servic
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(ii) all Additional Collateral Debt
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(h) Unscheduled Principal Proceeds
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(ii) the aggregate Principal Balanc
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(B) Unscheduled Principal Proceeds
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In addition, for any date of determ
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all Euro Collateral Debt Securities
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specified benchmark rating level ba
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(g) Reinvestment OC Test The “Rei
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Affiliates of the Collateral Manage
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amount permitted from all Selling I
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Key Persons being convicted for fra
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Liquidity Facility Agreement DESCRI
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Sterling by the Issuer shall not ex
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Coverage Tests, Reinvestment OC Tes
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Portfolio (a) the information requi
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DESCRIPTION OF THE CLASS A1A NOTE P
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provide Drawings under the Class A1
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Investments having a maturity date
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The Issuer shall procure that on an
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TAX CONSIDERATIONS General The foll
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This summary is based on interpreta
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A U.S. Holder of a Senior Note will
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the first taxable year for which it
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any distributions in excess of such
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oker has been in existence) is deri
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Capital gains made on the sale or p
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Holders who may be liable to taxati
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ERISA CONSIDERATIONS The U.S. Emplo
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DEED, REQUIRED TO CERTIFY) WITH RES
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United States The Initial Purchaser
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or any other governmental authority
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to its purchase of Notes, to ask qu
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PLAN, UNLESS INVESTMENT DECISIONS A
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GENERAL INFORMATION 1. Clearing Sys
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INDEX OF DEFINED TERMS £ £.......
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Cumulative Sterling Realised Recove
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Presentation Date..................
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REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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