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

Purchase Agreement, shall be payable on the relevant Payment
Date.
The holder of the Class A1A Notes or its guarantor, as the case
may be, must satisfy certain Rating Requirements. If the holder of
the Class A1A Notes or its guarantor, as the case may be, fails to
satisfy the Rating Requirements set out in the Class A1A Note
Purchase Agreement or otherwise defaults on its obligation to
provide Drawings under the Class A1A Note Purchase Agreement,
the holder of the Class A1A Notes shall be required to take such
action as set out more specifically in the Class A1A Note Purchase
Agreement.
The Issuer may, in due course and from time to time, seek to
refinance the Class A1A Notes through the issuance of Class A1B
Refinancing Notes (denominated in Euro and having the same
terms and conditions (in all respects save as to the first period of
interest) as the Class A1B Notes), which, following their issuance,
will be consolidated, rank pari passu and form a single series, with
the Class A1B Notes (the “Class A1B Refinancing Notes”).
Accordingly, the Class A1B Refinancing Notes will accrue interest
at the same rate as the Class A1B Notes.
If any Class A1B Refinancing Notes are issued, the Issuer shall
repay Drawings on the date of the issuance of such Class A1B
Refinancing Notes, subject to the Priorities of Payment, in an
amount equal to the lesser of (1) the Total Outstandings and (2) the
net proceeds of the issuance of such Class A1B Refinancing Notes
and the Total Commitments shall automatically be cancelled.
At no time will the aggregate principal amounts Outstanding under
the Class A1B Notes and the Class A2 Notes, together with the
aggregate at that time of all principal amounts drawn and any
amount available for drawing under the Class A1A Notes, exceed
€198,800,000 (converting any Sterling Drawing under the Class
A1A Notes into Euro using the Issue Date Spot Rate).
The “Issue Date Spot Rate” means €1.0 to £0.6748.
No Notes other than the Class A1B Refinancing Notes will be
issued to refinance amounts owing under the Class A1A Note
Purchase Agreement.
See “Description of the Class A1A Note Purchase Agreement”
below.
Sterling Funding Mismatch:.....................
Voting Rights of the
Class A1A Noteholders: ......................
In the event of a Sterling Funding Mismatch, such Sterling Funding
Mismatch shall be cured using Interest Proceeds as further
described in Condition 3(c)(i) (Application of Interest Proceeds on
Payment Dates) and using Principal Proceeds as further described
in Condition 3(c)(iii) (Application of Principal Proceeds on
Payment Dates).
For the purposes of voting on resolutions and issuing directions and
any other decisions required to be made by any Class of
Noteholders from time to time, in the case of the Class A1A
Noteholders, votes shall be determined by reference to the Total
Commitments at such time.
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