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

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
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