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

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66⅔ per cent. of the aggregate principal amount of Class N Notes Outstanding (as evidenced by duly completed Redemption Notices) in accordance with the procedures described in paragraph (ii) below. The Issuer shall procure that notice of such redemption, including the applicable Redemption Date, shall be given to the Noteholders in accordance with Condition 16 (Notices) and to the Rating Agencies. (B) Redemption for Tax Reasons: Subject to the provisions of Condition 7(b)(ii) (Conditions to Optional Redemption at the Option of the Class N Noteholders) and following the occurrence of a Tax Event, the Senior Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class N Notes shall be redeemed by the Issuer, with the written consent of the holders of at least 66⅔ per cent. of the aggregate principal amount of Class N Notes Outstanding (as evidenced by duly completed Redemption Notices) in accordance with the procedures described in paragraph (ii) below or with the consent of the Trustee acting on the directions of the holders of at least 66⅔ per cent. of the aggregate principal amount outstanding of the Controlling Class, in whole but not in part, at the applicable Redemption Prices, on the Payment Date following the Issuer giving not more than 60 nor less than 30 days’ notice to Noteholders (which notice shall be irrevocable) that the Notes are to be redeemed. The Issuer shall procure that notice of such redemption, including the applicable Redemption Date, shall be given to the Noteholders in accordance with Condition 16 (Notices) and to the Rating Agencies. (ii) Conditions to Optional Redemption at the Option of the Class N Noteholders: Following receipt of confirmation from the Registrar of receipt of a direction or consent as applicable, from the requisite percentage of Class N Noteholders or, as the case may be, the Controlling Class to exercise any right of optional redemption pursuant to this Condition, the Collateral Administrator shall, as soon as practicable, and in any event not later than 15 Business Days prior to the scheduled Redemption Date (the “Redemption Determination Date”) calculate the Redemption Threshold Amount. The Notes shall not be optionally redeemed pursuant to paragraph (i) above unless at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial institution or institutions whose short-term senior unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from Fitch of at least “F1” and from S&P of at least “A-1+”, to purchase, not later than the second Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Collateral Debt Securities held by or on behalf of the Issuer and other Collateral (including the Eligible Investments) at an aggregate purchase price (net of expenses) at least equal to the amount, together with all cash available to the Issuer, notified by the Collateral Administrator as being the Redemption Threshold Amount. (iii) Mechanics of Redemption: Following calculation by the Collateral Administrator of the applicable Redemption Threshold Amount, the Collateral Administrator shall make such other calculations as it is required to make pursuant to the Collateral Administration Agreement and shall notify the Issuer, the Trustee, the Collateral Manager and the Noteholders (in accordance with Condition 16 (Notices)) of such amount. To exercise the options referred to in Conditions 7(b)(i)(A) and (B) the holders of (i) at least 66⅔ per cent. of the principal amount of the Class N Notes Outstanding or (ii) at least 66⅔ per cent. of the principal amount of the Controlling Class or at least 66⅔ per cent. of the principal amount of the Class N Notes Outstanding in the case of Condition 7(b)(i)(B), must deliver to a Paying Agent the Definitive Notes representing such Notes together with a duly completed Redemption Notice not more than 60 nor less than 20 Business Days prior to the applicable Redemption Date (neither any such Redemption Notice nor Definitive Note so delivered may be withdrawn without the prior consent of the Issuer). (c) Mandatory Redemption (i) Redemption upon Breach of Coverage Test: 117
(A) (B) (C) (D) (E) Senior Notes: If any of the Coverage Tests is not met on any Determination Date, the Interest Proceeds and Principal Proceeds available immediately prior to the Payment Date immediately following such Determination Date, net of amounts payable as specified in Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii) (Application of Principal Proceeds on Payment Dates), will be used on such Payment Date, in accordance with the Priorities of Payment and the Senior Notes Redemption Method, to redeem and repay, as applicable, the Senior Notes, in whole or in part, until all the Coverage Tests are satisfied once recalculated following such repayment or redemption. For the avoidance of doubt, satisfaction of the Coverage Tests shall take account of any cancellation of the Total Commitments (as defined in the Class A1A Note Purchase Agreement) pursuant to the Class A1A Note Purchase Agreement. Class B Notes: If the Senior Notes are no longer Outstanding and the Class B Overcollateralisation Ratio Test, the Class C Overcollateralisation Ratio Test, the Class D Overcollateralisation Ratio Test or the Class E Overcollateralisation Ratio Test is not met on any Determination Date, the Interest Proceeds and Principal Proceeds available immediately prior to the Payment Date immediately following such Determination Date, net of amounts payable as specified in Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii)(Application of Principal Proceeds on Payment Dates), will be used on such Payment Date, in accordance with the Priorities of Payment, to redeem the Class B Notes on a pro rata basis, in whole or in part, until each of the Class B Overcollateralisation Ratio Test, the Class C Overcollateralisation Ratio Test, the Class D Overcollateralisation Ratio Test and the Class E Overcollateralisation Ratio Test are satisfied once recalculated following such redemption. Class C Notes: If the Senior Notes and the Class B Notes are no longer Outstanding and the Class C Overcollateralisation Ratio Test, the Class D Overcollateralisation Ratio Test or the Class E Overcollateralisation Ratio Test is not met on any Determination Date, the Interest Proceeds and Principal Proceeds available immediately prior to the Payment Date immediately following such Determination Date, net of amounts payable as specified in Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii)(Application of Principal Proceeds on Payment Dates), will be used on such Payment Date, in accordance with the Priorities of Payment, to redeem the Class C Notes on a pro rata basis, in whole or in part, until each of the Class C Overcollateralisation Ratio Test, the Class D Overcollateralisation Ratio Test and the Class E Overcollateralisation Ratio Test are satisfied once recalculated following such redemption. Class D Notes: If the Senior Notes, the Class B Notes and the Class C Notes are no longer Outstanding and the Class D Overcollateralisation Ratio Test or the Class E Overcollateralisation Ratio Test is not met on any Determination Date, the Interest Proceeds and Principal Proceeds available immediately prior to the Payment Date immediately following such Determination Date, net of amounts payable as specified in Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii)(Application of Principal Proceeds on Payment Dates), will be used on such Payment Date, in accordance with the Priorities of Payment, to redeem the Class D Notes on a pro rata basis, in whole or in part, until each of the Class D Overcollateralisation Ratio Test and the Class E Overcollateralisation Ratio Test are satisfied once recalculated following such redemption. Class E Notes: If the Senior Notes, the Class B Notes, the Class C Notes and the Class D Notes are no longer Outstanding and the Class E Overcollateralisation Ratio Test is not met on any Determination Date, the Interest Proceeds and Principal Proceeds available immediately prior to the Payment Date immediately following such Determination Date, net of amounts payable as specified in Condition 3(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii) (Application of Principal Proceeds on Payment Dates) will be used on such Payment Date, in accordance with the Priorities of Payment, to redeem the Class E Notes on a pro rata basis, in whole or in part, until the Class E Overcollateralisation Ratio Test is satisfied once recalculated following such redemption. 118
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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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Eligibility Criteria, an interest i
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of deposits in Sterling (for the av
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equire, a specific number thereof a
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“Class C Rule 144A Definitive Not
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“Class E Rule 144A Global Note”
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“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 and 104: (AA) (BB) after taking account of t
Page 105 and 106: the extent of any Sterling payments
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: (ii) shall be paid to the Class A1A
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
Page 153 and 154: (B) in the case of a Synthetic Secu
Page 155 and 156: (ix) no Collateral Debt Security wh
Page 157 and 158: Industry Categories Business Servic
Page 159 and 160: (ii) all Additional Collateral Debt
Page 161 and 162: (h) Unscheduled Principal Proceeds
Page 163 and 164: (ii) the aggregate Principal Balanc
Page 165 and 166: (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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