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

Notes, under the Class E Notes, or following redemption and repayment, as applicable, in full of
the Class E Notes, under the Class N Notes; or
(viii) Changes to constitution and merger: The Issuer amends its constitutional documents or merges,
consolidates with or into, or transfers substantially all of its assets to another person without the
prior written consent of the Trustee (acting on the directions of a majority in the principal amount
outstanding of the Controlling Class).
(b) Curing of Default: At any time after a declaration of acceleration of maturity of the Notes has been
made following the occurrence of an Issuer Event of Default and prior to enforcement of the security
pursuant to Condition 11 (Enforcement) by the issuance of an Enforcement Notice, the Trustee at its
discretion may or, if requested in writing by the holders of at least 66⅔ per cent. in principal amount
outstanding of the Controlling Class at such time, shall, (in each case, subject to being indemnified
and/or secured to its satisfaction) rescind and annul such declaration and its consequences if:
(i) the Issuer has paid or deposited with the Trustee or to its order a sum sufficient to pay:
(A)
(B)
(C)
(D)
(E)
all overdue payments of interest and principal on, and all Class B Deferred Interest, Class
C Deferred Interest, Class D Deferred Interest and Class E Deferred Interest, as
applicable, payable in respect of, the Notes other than the Class N Notes and other than
the Class A1A Increased Margin;
all due but unpaid taxes owing by the Issuer as certified by an Authorised Officer of the
Issuer to the Trustee;
all unpaid Administrative Expenses and Trustee Fees;
any unpaid Base Collateral Management Fee;
all amounts due and payable under the Hedge Agreements; and
(ii) the Trustee has in its opinion determined that all Issuer Events of Default, other than the nonpayment
of the interest in respect of, or principal of, the Notes that have become due solely by
such acceleration, have been cured or waived.
Any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph (b)
shall not prevent the subsequent acceleration of the Notes if the Trustee is subsequently directed to
accelerate the Notes in accordance with Condition 10(c) (Acceleration).
(c) Acceleration
(i) If an Issuer Event of Default of the type described in Condition 10(a)(vi) (Insolvency Proceedings)
occurs then each Note of each Class shall immediately become due and payable at its Redemption
Price without further action or formality.
(ii) If any Issuer Event of Default (other than one of the type described in Condition 10(a)(vi)
(Insolvency Proceedings)) occurs and is continuing then, subject to the provisions of the
Transaction Documents, the Trustee may at any time and shall, upon being (i) so requested in
writing by the holders of more than 66⅔ per cent. in principal amount outstanding of the
Controlling Class or so directed by an Extraordinary Resolution of the Controlling Class and (ii)
indemnified and/or secured to its satisfaction, declare by written notice to the Issuer (an
“Enforcement Notice”) that each Note of each Class is immediately due and payable, whereupon
each such Note shall become due and payable at its Redemption Price without further action or
formality.
(iii) Notwithstanding the foregoing, so long as any Senior Notes are Outstanding, the Notes will not be
subject to acceleration by the Trustee if the sole Issuer Event of Default is a result of the failure to
pay any amount due on the Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class N
Notes; and so long as any Class B Notes are Outstanding, the Notes will not be subject to
acceleration by the Trustee if the sole Issuer Event of Default is a result of the failure to pay any
amount due on the Class C Notes, Class D Notes, Class E Notes or Class N Notes; and so long as
any Class C Notes are Outstanding, the Notes will not be subject to acceleration by the Trustee if
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