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

(xi) will not result in the imposition of any present or future, actual or contingent, monetary liabilities
or obligations of the Issuer other than those (1) which may arise at its option; or (2) which are fully
collateralised; or (3) owed to the agent bank in relation to the performance of its duties under a
syndicated loan; or (4) which may arise as a result of an undertaking to participate in a financial
restructuring of a Collateral Debt Security where such undertaking is contingent upon the
repayment in full of such Collateral Debt Security on or before the time by which the Issuer is
obliged to enter into the restructuring of the Collateral Debt Security and where the restructured
Collateral Debt Security satisfies the Eligibility Criteria and such undertaking is envisaged in the
initial underlying documents for such Collateral Debt Security and does not involve the advance of
any new funds by the Issuer;
(xii) (A) is issued by an entity that is treated as a corporation that is not a United States real property
holding corporation as defined in Section 897(c)(2) of the Code for U.S. federal income tax
purposes, (B) is treated as indebtedness for U.S. federal income tax purposes and is not a United
States real property interest as defined under Section 897 of the Code, or (C) with respect to which
the Issuer has received advice or an opinion of a nationally recognised U.S. tax counsel
experienced in such matters to the effect that the acquisition, ownership or disposition of such
security will not cause the Issuer to be treated as engaged in a trade or business within the United
States for U.S. federal income tax purposes or otherwise subject the Issuer to U.S. federal income
tax on a net income basis;
(xiii) the assignees or transferees of any Collateral Debt Security are expressed to be entitled to the
benefit of the security (in accordance with the terms of such Collateral Debt Security and if
provided with respect to such Collateral Debt Security) for such Collateral Debt Security in all
material respects;
(xiv) the acquisition of any Collateral Debt Security which is a Bank Loan, a Mezzanine Loan, a Second
Lien Loan or a Special Debt Security, would not cause the Issuer to breach any law or regulation
which prohibits the Issuer from acting as lender pursuant to such Bank Loan, Mezzanine Loan,
Second Lien Loan or Special Debt Security in the jurisdiction of the relevant Obligor;
(xv) the Collateral Debt Security is not subject to stamp duty or any similar documentary tax on
transfers;
(b) (i)
is not (A)(i) a Defaulted Security or a Current Pay Obligation or a Credit Risk Security or (ii) a
Collateral Debt Security which, in the reasonable business judgment of the Collateral Manager,
has a significant risk of declining in credit quality and, with a lapse of time, becoming a Defaulted
Security or, as the case may be, a Current Pay Obligation or, as the case may be, a Credit Risk
Security, (B) a security whose repayment is subject to material non-credit related risk (for
example, a Collateral Debt Security the payment of which is expressly contingent upon the nonoccurrence
of a catastrophe or a hurricane bond or any market value collateralised bond or debt
obligation), as determined in the reasonable business judgment of the Collateral Manager or (C) a
security that by the terms of its underlying instruments provides for mandatory conversion or
exchange into equity capital or into a debt security with a weighted average life longer, or level of
subordination or rating lower, than that of the original Collateral Debt Security at any time prior to
its maturity;
(ii) is capable of being sold, assigned or participated to the Issuer and, in the case of a Special Debt
Security (other than a senior or subordinated unsecured loan) and a CLO Security, is cleared
through DTC, Euroclear or Clearstream, Luxembourg or such other clearing system subject to
Rating Agency Confirmation and its acquisition by the Issuer will not breach any applicable
selling or transfer restrictions;
(iii) has a Fitch Rating and a S&P Rating;
(iv) if such Collateral Debt Security is a Participation or a Synthetic Security, then:
(A) such Participation or Synthetic Security is acquired from a Selling Institution or Synthetic
Security Obligor incorporated or organised under the laws of the United States (or any state
thereof), Canada (or any province thereof) or any EU Member State (other than Greece) rated
at least “A-” by Fitch and “A+” by S&P;
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