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

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(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 119
meet the Eligibility Criteria or, to the extent applicable, the Reinvestment Criteria and the Additional Reinvestment Criteria, in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Principal Collection Account that are to be invested in Additional Collateral Debt Securities (a “Special Redemption”). On the first Payment Date following the Due Period in which any such notice is given (a “Special Redemption Date”), funds on deposit in the Principal Collection Account representing Euro Principal Proceeds which cannot be reinvested in Additional Collateral Debt Securities (the “Special Redemption Amount”) will be applied in accordance with Condition 3(c)(iii)(O). Notice of payments pursuant to this Condition 7(d) (Redemption at the Option of the Collateral Manager) shall be given in accordance with Condition 16 (Notices) not less than three Business Days prior to the applicable Special Redemption Date to each Noteholder affected thereby and to the Rating Agencies. For the avoidance of doubt, the exercise of a Special Redemption shall be at the sole and absolute discretion of the Collateral Manager (acting on behalf of the Issuer) and the Collateral Manager shall be under no obligation to, or have any responsibility for, any Noteholder or any other person for the exercise or non-exercise (as applicable) of such Special Redemption. If at any time the Reinvestment Period is terminated earlier in accordance with paragraph (iv) of the definition of “Reinvestment Period”, the Issuer’s option to redeem the Notes as set out above shall be terminated and the Issuer shall instead redeem the Notes in accordance with the Priorities of Payment following an expiry of the Reinvestment Period. (e) Redemption of Class A1A Notes: The Class A1A Notes may be redeemed by the Issuer subject to and in accordance with the terms of the Class A1A Note Purchase Agreement. (f) Redemption: All Notes in respect of which any notice of redemption is given under this Condition 7 (Redemption) shall be redeemed on the Redemption Date at their applicable Redemption Prices and to the extent specified in such notice and in accordance with the requirements of this Condition. (g) Cancellation: All Notes redeemed in full or purchased in accordance with this Condition 7 (Redemption), will be cancelled and may not be reissued or resold. (h) Redemption of Class N Notes: Notwithstanding any other provision of these Conditions or the Trust Deed, all references herein and therein to any of the Class N Notes being redeemed in full at their Redemption Prices shall be deemed to be amended to the extent required to ensure that €1 principal amount per Minimum Denomination of the Class N Notes remains outstanding at all times and all amounts which are to be applied in redemption of such Class N Notes pursuant hereto which are in excess of the Redemption Price thereof minus €1, shall constitute interest payable in respect of such Class N Notes and shall not be applied in redemption of the principal amount outstanding thereof, provided always however that such €1 shall no longer remain outstanding and such Class N Notes shall be redeemed in full on the date on which all of the Collateral securing the Notes has been realised and is to be finally distributed to, inter alios, the Noteholders. 8. Payments (a) Method of Payment: Payments of principal upon final redemption in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Definitive Note representing such Note at the specified office of any Paying Agent by Euro cheque drawn on a bank in Europe. Payments of interest on each Note and, prior to redemption in full thereof, principal in respect of each Note, will be made by Euro cheque drawn on a bank in Europe and posted on the relevant due date to the holder (or to the first named of joint holders) of the Note appearing on the Register or the Capital Commitment Register, as the case may be, at the close of business on the fifteenth day (whether or not a Business Day) before the relevant due date (the “Record Date”) at his address shown on the Register or the Capital Commitment Register, as the case may be, on the Record Date. Upon application of the holder to the specified office of the Registrar or the Capital Commitment Registrar, as the case may be, or any Transfer Agent not less than ten Business Days before the due date for any payment in respect of a Note, the payment may be made (in the case of any final payment of principal against presentation and surrender (or, in the case of part payment only of such final payment, endorsement) of the Definitive Note representing such Note as provided above) by wire transfer in immediately available funds on the due date to a Euro account maintained by the payee with a bank in Europe. 120
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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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Debt Security; provided always (I)
Page 67 and 68: (ii) if any Collateral Debt Securit
Page 69 and 70: acquisition thereof by the Issuer a
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Page 73 and 74: Manager acting on behalf of the Iss
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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 and 116: (ii) shall be paid to the Class A1A
Page 117: (A) (B) (C) (D) (E) Senior Notes: I
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
Page 167 and 168: 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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