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

(ii) Redemption Following Target Date Rating Downgrade: In the event that a Target Date Rating
Downgrade has occurred and is continuing on the Business Day prior to a Payment Date, the
following amounts:
(A)
(B)
all Interest Proceeds remaining after payment of all amounts referred to in Condition
3(c)(i)(A) to (V) (inclusive); and
if necessary after the foregoing payments are made, all Principal Proceeds after payment
of the amounts referred to in Condition 3(c)(iii)(A) to (K) (inclusive),
will be applied on such Payment Date in redemption or repayment, as applicable, of the Senior
Notes, in whole or in part, in accordance with the Senior Notes Redemption Method and following
such redemption or repayment in full, to redeem the Class B Notes (on a pro rata basis), in whole
or in part, and following such redemption in full, to redeem the Class C Notes (on a pro rata
basis), in whole or in part, and following such redemption in full, to redeem the Class D Notes (on
a pro rata basis), in whole or in part, and following such redemption in full, to redeem the Class E
Notes (on a pro rata basis), in whole or in part, or, in each case if earlier, until the Rating Agencies
confirm in writing that each such rating is reinstated.
(iii) Redemption Following Expiry of the Reinvestment Period: Following expiry of the Reinvestment
Period, the Issuer shall, on each Payment Date occurring thereafter, apply Principal Proceeds
transferred to the Euro Payment Account or the Sterling Payment Account immediately prior to the
related Payment Date, in accordance with the Priorities of Payment, to redeem or repay, as
applicable, the Senior Notes, in whole or in part, in accordance with the Senior Notes Redemption
Method and following such redemption or repayment in full, to redeem the Class B Notes (on a
pro rata basis), in whole or in part, and following such redemption in full, to redeem the Class C
Notes (on a pro rata basis), in whole or in part, and following such redemption in full, to redeem
the Class D Notes (on a pro rata basis), in whole or in part, and following such redemption in full,
to redeem the Class E Notes (on a pro rata basis), in whole or in part, and following such
redemption in full, to redeem the Class N Notes (on a pro rata basis), in whole or in part.
(iv) Redemption upon Breach of Reinvestment OC Test: On each Payment Date after the end of the
Reinvestment Period, in the event that the Reinvestment OC Test (as calculated by the Collateral
Administrator) is not satisfied on the immediately preceding Measurement Date, Interest Proceeds,
net of the amounts payable under Condition 3(c)(i)(A) to (Z) (inclusive), will be used to redeem or
repay, as applicable, the Senior Notes, in whole or in part, in accordance with the Senior Notes
Redemption Method and following such redemption or repayment in full, to redeem the Class B
Notes (on a pro rata basis), in whole or in part, and following such redemption in full, to redeem
the Class C Notes (on a pro rata basis), in whole or in part, and following such redemption in full,
to redeem the Class D Notes (on a pro rata basis), in whole or in part, and following such
redemption in full, to redeem the Class E Notes (on a pro rata basis), in whole or in part, in each
case, to the extent necessary to cause the Reinvestment OC Test to be met if recalculated following
such redemption or repayment.
(v) Redemption upon Sterling Funding Mismatch: On each Payment Date, in the event that there is a
Sterling Funding Mismatch, Interest Proceeds and Principal Proceeds will be used in accordance
with the Priorities of Payment to repay the Sterling Drawings (on a pro rata basis), in whole or in
part, to the extent necessary to cure such Sterling Funding Mismatch.
(vi) Cancellation of commitment pursuant to the Class A1A Notes: Where the Senior Notes are
required to be redeemed pursuant to Condition 7(c)(i) to (ii) above or pursuant to the Priorities of
Payment, after such redemption, the Total Commitments shall be automatically reduced and
cancelled as set out in the Class A1A Note Purchase Agreement.
(d) Redemption at the Option of the Collateral Manager: Principal on the Notes shall be paid in
accordance with Condition 3(c)(iii) (Application of Principal Proceeds on Payment Dates) by the
Issuer on the direction of the Collateral Manager (acting in its sole and absolute discretion on behalf of
the Issuer) if, at any time during the Reinvestment Period, the Collateral Manager (acting on behalf of
the Issuer) by notice certifies to the Issuer and the Trustee that for a period of 90 days following receipt
of such funds it has been unable to identify Additional Collateral Debt Securities that are deemed
appropriate by the Collateral Manager (in its discretion and acting on behalf of the Issuer) and which
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