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

Class N Notes: on an available funds basis subject to payment of
items in priority thereto in accordance with the Priorities of
Payment.
The interest amounts payable on any Payment Date with respect to
each Class of Notes will be calculated in accordance with the
provisions of Condition 6 (Interest) and will be paid in accordance
with the Priorities of Payment.
With respect to the Class N Notes, available funds, if any, for the
payment of interest may be paid only after the payment of, inter
alia, certain fees and expenses and interest payable in respect of the
Senior Notes and the other senior Classes of Notes, provided that,
at the discretion of the Collateral Manager, amounts up to 50 per
cent. of the amounts which would otherwise have been payable as
interest on the Class N Notes in accordance with Condition
3(c)(i)(HH) (Application Interest Proceeds on Payment Dates) (up
to a maximum aggregate amount of €5,000,000 or its equivalent in
Sterling) may be transferred to the Collateral Enhancement
Account and applied in the acquisition or exercise of rights under
Collateral Enhancement Securities in accordance with the
Collateral Management Agreement. Amounts standing to the
credit of the Collateral Enhancement Account may be applied in
paying interest on the Class N Notes.
Consequences of Non-Payment
of Interest:............................................
Reinvestment Period: ..............................
Non-payment of interest (and with respect to the Class A1A Notes,
including any Commitment Fee and Break Costs but excluding any
Class A1A Increased Margin) in respect of the Notes Outstanding
of the Controlling Class only, will (upon expiry of the applicable
grace period) constitute an Issuer Event of Default pursuant to
Condition 10(a) (Events of Default), following the occurrence of
which the security over the Collateral will become enforceable
pursuant to the terms of Condition 11 (Enforcement). For the
avoidance of doubt, the non-payment of interest in respect of any
Class of Notes Outstanding other than the Controlling Class shall
not constitute an Issuer Event of Default and at no time will nonpayment
of interest in respect of the Class N Notes constitute an
Issuer Event of Default.
The Reinvestment Period is the period from the Issue Date up to
but excluding the Determination Date immediately preceding the
Payment Date falling in July 2013.
The Reinvestment Period shall automatically terminate upon the
earliest of (i) the Payment Date on which the entire aggregate
principal amount outstanding of all of the Notes is to be optionally
redeemed and (ii) the date of the occurrence of an Issuer Event of
Default.
The Reinvestment Period may also be terminated earlier at the
option of the Issuer, if at any time the Collateral Manager (acting in
its sole and absolute discretion on behalf of the Issuer) by notice
certifies to the Issuer that it has, after making all reasonable efforts
to do so, been unable for reasons beyond its control to identify
Additional Collateral Debt Securities that are deemed appropriate
by the Collateral Manager (acting reasonably in accordance with its
normal practice and acting on behalf of the Issuer) and which meet
the Eligibility Criteria or, to the extent applicable, the
Reinvestment Criteria in sufficient amounts to permit investment or
reinvestment of the funds required to be invested by the Issuer,
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