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

the sole Issuer Event of Default is a result of the failure to pay any amount due on the Class D
Notes, Class E Notes or the Class N Notes; and so long as any Class D 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 E Notes or Class N Notes. For the
avoidance of doubt, failure to pay any amount due on the Class N Notes will never be an Issuer
Event of Default which would lead to an acceleration of the Notes.
(iv) Upon the occurrence of an Issuer Event of Default, the Issuer is required promptly and not later
than five Business Days of the Issuer becoming aware of the occurrence of an Issuer Event of
Default to notify the Trustee, the Collateral Manager, the Noteholders and the Rating Agencies, in
writing. Any Noteholder may notify the Trustee or the Collateral Manager of the occurrence of an
Issuer Event of Default, but such notification shall be without prejudice to the other provisions of
this Condition 10 (Events of Default) and of the Trust Deed. If an Issuer Event of Default occurs
and is continuing, the holders of more than 50 per cent. of the principal amount of any Class of the
Notes Outstanding may give to the Trustee written notice of such Issuer Event of Default, and the
Trustee must promptly upon receipt of such notice transmit such notice to the Principal Paying
Agent for transmission to the holders of the Controlling Class.
(v) If an Issuer Event of Default occurs and is continuing, the Trustee, except if directed otherwise by
the Noteholders, will direct the Collateral Manager to retain the Collateral Debt Securities held by
or on behalf of the Issuer and continue making payments in the manner described above under
Condition 3 (Status) unless the Trustee in its sole opinion determines (upon expert advice) that the
anticipated proceeds of a sale or liquidation of the Collateral Debt Securities held by or on behalf
of the Issuer (after deducting the reasonable expenses of such sale or liquidation) would, together
with the proceeds of realisation of other Collateral, be sufficient to discharge in full the payments
required to be made pursuant to the Priority of Payments referred to in Condition 11
(Enforcement).
(vi) The Controlling Class may, in certain cases, waive any default with respect to such Notes.
(d) Restriction on Acceleration of Notes: No acceleration of the Notes shall be permitted pursuant to this
Condition by any Class of Noteholders other than the Controlling Class as provided in Condition 10(c)
(Acceleration) or unless and until the acceleration of any other Class of Notes is simultaneous with, or
occurs subsequent to, acceleration by such Controlling Class.
(e) Notification and Confirmation of No Default: The Trust Deed contains provision for the Issuer to
provide written confirmation to the Trustee and the Rating Agencies on an annual basis or on request
that no Issuer Event of Default has occurred and that no condition, event or act has occurred which,
with the lapse of time and/or the issue, making or giving of any notice, certification, declaration and/or
request and/or the taking of any similar action and/or the fulfilment of any similar condition could
constitute an Issuer Event of Default and that no other matter which is required (pursuant thereto) be
brought to the Trustee’s attention has occurred, and the Trustee shall be entitled to rely absolutely on
such written confirmation.
11. Enforcement
(a) Security Becoming Enforceable: The security constituted under the Trust Deed over the Collateral
shall become enforceable upon an acceleration of the maturity of any of the Notes pursuant to
Condition 10 (Events of Default).
(b) Enforcement: At any time after the Notes become due and payable and the security under the Trust
Deed becomes enforceable, the Trustee may, at its discretion and without further notice:
(i) institute such proceedings against the Issuer as it may think fit to enforce the terms of the Trust
Deed and realise and/or otherwise liquidate the Collateral; and/or
(ii) take such action as may be permitted under applicable laws against any obligor in respect of the
Collateral and/or take any other action to enforce the security over the Collateral,
in each case without any liability as to the consequence of any action and without having regard (save
to the extent provided in Condition 14(d) (Entitlement of the Trustee and Conflicts of Interest)) to the
effect of such action on individual Noteholders of such Class or any other Secured Party.
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