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

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(b) Payments Subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 9 (Taxation). No commission shall be charged to the Noteholders. (c) Payments on Presentation Days: A holder shall be entitled to present a Note for payment only on a Presentation Date and shall not, except as provided in Condition 6 (Interest), be entitled to any further interest or other payment if a Presentation Date is after the due date. If a Note is presented for payment at a time when, as a result of differences in time zones it is not practicable to transfer the relevant amount to an account as referred to above for value on the relevant Presentation Date, the Issuer shall not be obliged so to do but shall be obliged to transfer the relevant amount to the account for value on the first practicable date after the Presentation Date. (d) Paying Agents, Registrar, Transfer Agents and Capital Commitment Registrar: The names of the initial Paying Agents, Registrar, Transfer Agents and Capital Commitment Registrar and their initial specified offices are set out in the Agency Agreement and the Class A1A Note Purchase Agreement, respectively. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of any Paying Agent, the Registrar, any Transfer Agent and the Capital Commitment Registrar and appoint additional or other Agents, provided that it will maintain Paying Agents, a Registrar, Transfer Agents and a Capital Commitment Registrar having among them specified offices in at least two major European cities approved by the Trustee (including Ireland for so long as the Notes of any Class are listed on the Irish Stock Exchange and the rules of that exchange so require) and notice of any such appointment will promptly be given to the Noteholders by the Issuer in accordance with Condition 16 (Notices). 9. Taxation All payments of principal and interest in respect of the Notes will be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within The Netherlands or any other jurisdiction or any political sub-division or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. For the avoidance of doubt, the Issuer shall not be required to gross up any payments made to Noteholders of any Class and shall withhold or deduct from any such payments any amounts on account of tax where so required by law or any relevant taxing authority. Any such withholding or deduction shall not constitute an Issuer Event of Default under Condition 10(a) (Events of Default). 10. Events of Default (a) Events of Default: The occurrence of any of the following events shall constitute an “Issuer Event of Default”: (i) Failure to pay interest: (A) (B) (C) (D) (E) The Issuer fails to pay any interest (other than any Class A1A Increased Margin) in respect of the Senior Notes (and any Commitment Fee and Break Costs relating thereto) when the same becomes due and payable, following redemption and repayment, as applicable, in full of the Senior Notes, the Issuer fails to pay any interest on any Class B Note (other than any Class B Deferred Interest), when the same becomes due and payable, following redemption and repayment, as applicable, in full of the Senior Notes and Class B Notes, the Issuer fails to pay any interest on any Class C Note (other than any Class C Deferred Interest) when the same becomes due and payable, following redemption and repayment, as applicable, in full of the Senior Notes, Class B Notes and Class C Notes, the Issuer fails to pay any interest on any Class D Note (other than any Class D Deferred Interest) when the same becomes due and payable, following redemption and repayment, as applicable, in full of the Senior Notes, Class B Notes, Class C Notes and Class D Notes, the Issuer fails to pay any interest on any Class 121
E Note (other than any Class E Deferred Interest) when the same becomes due and payable, in the case of each of (A), (B), (C), (D) and (E), save as the result of any deduction therefrom or the imposition of withholding thereon in the circumstances described in Condition 9 (Taxation) and, in the case of each of (A), (B), (C), (D) and (E), other than in circumstances where such interest is only payable to the extent that funds are available to make payment thereof pursuant to Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) and 3(c)(iii) (Application of Principal Proceeds on Payment Dates)), provided that in the case of each of (A), (B), (C), (D) and (E) any such failure to pay such interest continues for a period of five Business Days; (ii) Failure to pay principal: The Issuer fails to pay any principal when the same becomes due and payable on any Rated Notes on any Redemption Date which failure continues for a period of five Business Days; (iii) Default under Priorities of Payment: Save to the extent already referred to in paragraphs (i) or (ii) above, the Issuer fails on any Payment Date to disburse amounts available in the Euro Payment Account or the Sterling Payment Account in accordance with the Priorities of Payment, which failure continues for a period of five Business Days; (iv) Collateral Debt Securities: On any Measurement Date after the Target Date, in the event that the Event of Default Net Portfolio Collateral Balance on such Measurement Date is less than 100 per cent. of the aggregate principal amount of the Senior Notes Outstanding; (v) Breach of Other Obligations: The Issuer does not perform or comply with any other covenant, or other agreement of the Issuer under the Notes, the Trust Deed, the Class A1A Note Purchase Agreement or any other Transaction Document (other than pursuant to a covenant or other agreement a default in the performance or breach of which is dealt with elsewhere in this Condition 10(a) (Events of Default) and other than the failure to meet any Collateral Quality Test, Coverage Test or the Reinvestment OC Test), or any representation, warranty or statement of the Issuer made in the Trust Deed, the Class A1A Note Purchase Agreement or any other Transaction Document or in any certificate or other written notice delivered pursuant thereto or in connection therewith ceases to be correct in any material respects when the same shall have been made, and the continuation of such default, breach or failure for a period of 30 days (or 15 days, in the case of any default, breach or failure of representation or warranty in respect of the Collateral) after notice thereof shall have been given by registered or certified mail or overnight courier, to the Issuer by the Trustee acting on the directions of a majority in the principal amount outstanding of the Controlling Class specifying such default, breach or failure and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (vi) Insolvency Proceedings: Liquidation proceedings are initiated against the Issuer under any applicable liquidation (voluntary or judicial), insolvency, bankruptcy, composition, reorganisation or other similar laws (together, “Insolvency Law”), or a receiver, trustee, administrator, custodian, liquidator, conservator or other similar official (a “Receiver”) is appointed in relation to the Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Issuer; or a winding up petition is presented in respect of, or a distress or execution or other process is levied or enforced upon or sued out against, the whole or any substantial part of the undertaking or assets of the Issuer; or the Issuer becomes or is, or could be deemed by law or a court to be, insolvent or bankrupt or unable to pay its debts, or initiates or consents to judicial proceedings relating to itself under any applicable Insolvency Law, or seeks the appointment of a Receiver, or makes a conveyance or assignment for the benefit of its creditors generally or otherwise becomes subject to any reorganisation or amalgamation (other than on terms previously approved in writing by the Trustee); (vii) Illegality: It is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under the Senior Notes or the Class A1A Note Purchase Agreement or, following redemption and repayment, as applicable, in full of the Senior Notes, under the Class B Notes, or, following redemption and repayment, as applicable, in full of the Class B Notes, under the Class C Notes, or, following redemption and repayment, as applicable, in full of the Class C Notes, under the Class D Notes, or, following redemption and repayment, as applicable, in full of the Class D 122
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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)
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(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 and 118: (A) (B) (C) (D) (E) Senior Notes: I
Page 119: meet the Eligibility Criteria or, t
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
Page 169 and 170: 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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