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

estrictions as set out in the Collateral Management Agreement and described in more details below. See “Sale
of Collateral Debt Securities and Reinvestment Criteria” below.
4. Eligibility Criteria
A Bank Loan, Mezzanine Loan, Second Lien Loan, CLO Security, Special Debt Security or Synthetic
Security, including any Participation (together “Collateral Debt Securities”) will satisfy the “Eligibility
Criteria” if each of the following conditions are satisfied at the time of acquisition thereof by the Issuer:
(a) It:
(i) is an obligation of an obligor incorporated or established in one of (each a “Qualifying Country”)
(A) Austria, Belgium, Denmark, Finland, France, Germany, Republic of Ireland, Italy,
Luxembourg, Liechtenstein, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland or
the United Kingdom (including the Channel Islands and the Isle of Man) or (B) any other EU
Member State or other country the subject of Rating Agency Confirmation by S&P from time to
time or (C) any country the subject of Rating Agency Confirmation by Fitch from time to time or
(D) any other EU Member State or other country with a foreign currency long term debt rating of
at least “A-” by Fitch and “AA-” by S&P or (E) the United States of America, provided that if any
obligor incorporated or established in a jurisdiction mentioned in paragraph (A), (B), (C), (D) or
(E) falls within the definition of Emerging Market Issuer, no obligation of that obligor shall satisfy
the Eligibility Criteria set out in this paragraph (a)(i) and for the purposes of determining the
jurisdiction of incorporation or establishment (x) the obligor in respect of a Participation is deemed
to be the obligor of the Collateral Debt Security to which such Participation relates and not the
Selling Institution and (y) the obligor in respect of a Synthetic Security is deemed to be the obligor
of the related Reference Obligation and not the Synthetic Security Obligor;
(ii) is denominated in Euro (or is denominated in one of the predecessor currencies of those EU
Member States which have adopted the Euro as their currency) or pounds Sterling and is not
convertible into or payable in any other currency after acquisition, provided that where an
obligation is denominated in a currency other than Euro or Sterling, such obligation shall be
deemed to satisfy this criteria if it is the subject of an Asset Swap Transaction pursuant to a Hedge
Agreement swapping all non-Euro amounts into Euro amounts;
(iii) is a Special Debt Security, a Bank Loan, a Mezzanine Loan, a Second Lien Loan, a CLO Security,
a Synthetic Security or a Participation in respect of one of the foregoing;
(iv) is not Margin Stock as defined under Regulation U issued by the Board of Governors of the United
States Federal Reserve System;
(v) is not a Dutch Ineligible Security and if the obligor or obligors of a Bank Loan, a Mezzanine Loan
or a Second Lien Loan is or are resident in, or incorporated under the laws of The Netherlands they
must be acting in the conduct of a business or profession;
(vi) is an obligation in respect of which, following acquisition thereof by the Issuer by the selected
method of transfer, (1) payments will not be subject to withholding or similar tax imposed by any
jurisdiction including where this is pursuant to the operation of an applicable tax treaty subject to
the completion of any procedural formalities or (2) the obligation provides for “gross-up”
payments to the Issuer that cover the full amount of any withholding on an after-tax basis;
(vii) is an obligation which contractually provides for the payment of interest on a floating rate basis;
(viii) is not an obligation pursuant to which future advances (whether of a revolving or a fixed nature)
may be required to be made by the Issuer;
(ix) where such obligation is a Bank Loan, a Mezzanine Loan or a Second Lien Loan, it must require at
least 66⅔ per cent. consent of all lenders to the obligor thereunder for any change in the principal
repayment profile or interest applicable on such obligation (for the avoidance of doubt, excluding
any changes originally envisaged in the loan documentation);
(x) is not a Project Finance Loan or a Structured Finance Security or a lease;
152