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

provided that the Issuer has obtained the consent of the holders of
at least 50 per cent. of the aggregate principal amount outstanding
of the Class N Notes (including for this purpose any of the Notes
held by the Collateral Manager and its Affiliates) that the
Reinvestment Period may be terminated prior to but excluding the
Determination Date immediately preceding the Payment Date
falling in July 2013.
Maturity and Average Life
and Duration: ......................................
Redemption of the Notes: ........................
The Notes of each Class Outstanding will mature at their principal
amounts outstanding on 18 July 2023 (subject to adjustment for
non-Business Days) (the “Maturity Date”), in each case unless
repaid or redeemed prior to the Maturity Date. The average life of
each Class of the Notes is expected to be equal to or shorter than
the number of years between the Issue Date and the Maturity Date.
Principal payments on the Notes will be made in the following
circumstances, each as described in further detail below:
(a) Final Redemption: On the Maturity Date. See Condition 7(a)
(Final Redemption).
(b) Optional Redemption; Class N Noteholders: All (but not
some) of the Notes shall be redeemed at their applicable
Redemption Prices by the Issuer at the request in writing of the
holders of at least 66⅔ per cent. of the aggregate principal
amount of Class N Notes Outstanding on any Payment Date
falling on or after the fifth anniversary of the Issue Date or, on
any Payment Date following the occurrence of a Collateral
Tax Event, subject to certain conditions. See Condition
7(b)(i)(A) (Optional Redemption—Redemption of the Class N
Noteholders).
(c) Optional Redemption; Tax Reasons: All (but not some) of the
Notes shall be redeemed at their applicable Redemption Prices
by the Issuer with the consent in writing of the holders of at
least 66⅔ per cent. of the aggregate principal amount of Class
N Notes Outstanding or the consent in writing of the Trustee
acting on the directions of the holders of at least 66⅔ per cent.
of the aggregate principal amount outstanding of the
Controlling Class on any Payment Date following the
occurrence of a Tax Event, subject to certain conditions. See
Condition 7(b)(i)(B) (Redemption for Tax Reasons).
(d) Mandatory Redemption; Breach of Coverage Test: In the
event that any one of the Coverage Tests (as determined by the
Collateral Administrator) is not satisfied on any Determination
Date, on the Payment Date following such Determination
Date, Interest Proceeds and thereafter Principal Proceeds will
be used, each subject to the applicable Priorities of Payment, to
redeem the Notes, in whole or in part, to the extent necessary
to ensure the relevant Coverage Tests are satisfied if
recalculated following such redemption. See Condition 7(c)(i)
(Redemption upon Breach of Coverage Test).
(e) Mandatory Redemption; Target Date Rating Downgrade: If a
Target Date Rating Downgrade occurs and is continuing on the
Business Day prior to a Payment Date, Interest Proceeds and,
thereafter, Principal Proceeds will be applied, subject to the
Priorities of Payment, on such Payment Date to redeem the
Notes, in whole or in part, until the Rating Agencies confirm
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