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

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(c) Sale of Credit Improved Securities The Collateral Manager (acting on behalf of the Issuer) may sell Credit Improved Securities at any time and, during the Reinvestment Period, reinvest the Sale Proceeds thereof in Additional Collateral Debt Securities, in each case, subject to the conditions set out in paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) above. In addition, after the Reinvestment Period, the Sale Proceeds of any Credit Improved Securities sold will be either (a) reinvested by the Collateral Manager (acting on behalf of the Issuer) in Additional Collateral Debt Securities if the Reinvestment Criteria and the Additional Reinvestment Criteria are satisfied and the Collateral Manager will use commercially reasonable efforts to reinvest such Sale Proceeds within 20 Business Days of receipt of such Sale Proceeds, or (b) deposited in the Principal Collection Account or Sterling Principal Account, as applicable, and disbursed in accordance with the Priorities of Payment on the first Payment Date following the Due Period in which such sale occurs. (d) Sale of Credit Risk Securities The Collateral Manager (acting on behalf of the Issuer) may sell Credit Risk Securities at any time and, during the Reinvestment Period, reinvest the Sale Proceeds thereof in Additional Collateral Debt Securities, in each case, subject to the conditions set out in paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) above. After the Reinvestment Period, the Sale Proceeds of any Credit Risk Securities sold will be deposited in the Principal Collection Account or Sterling Principal Account, as applicable, and disbursed in accordance with the Priorities of Payment on the first Payment Date following the Due Period in which such sale occurs. (e) Sale of Defaulted Securities and Defaulted Equity Securities The Collateral Manager (acting on behalf of the Issuer) may sell any Defaulted Security or Defaulted Equity Security at any time following such Collateral Debt Security becoming a Defaulted Security or following receipt of such Defaulted Equity Security, as the case may be, and, during the Reinvestment Period, reinvest the Sale Proceeds thereof in Additional Collateral Debt Securities subject to the conditions set out in paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) above. After the Reinvestment Period, the Sale Proceeds of any Defaulted Security or Defaulted Equity Security sold shall be deposited in the Principal Collection Account or Sterling Principal Account, as applicable, and disbursed in accordance with the Priorities of Payment on the first Payment Date following the Due Period in which such sale occurs. (f) Sale of PIK Securities The Collateral Manager (acting on behalf of the Issuer) may sell any PIK Security the issuer or obligor (or, in the case of a Synthetic Security or Participation, the related Reference Obligor or related Collateral Debt Security), of which has actually deferred and capitalised as principal any interest due thereon and has not subsequently paid all such interest in full in cash to the Issuer, and, during the Reinvestment Period, reinvest the Sale Proceeds thereof in Additional Collateral Debt Securities, in each case, subject to the conditions set out in paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) above. After the Reinvestment Period, the Sale Proceeds (up to the par value of the relevant PIK Security) of any PIK Security sold shall be deposited in the Principal Collection Account or Sterling Principal Account, as applicable, and disbursed in accordance with the Priorities of Payment on the first Payment Date following the Due Period in which such sale occurs. <strong>Capital</strong>ised interest and other amounts in excess of a PIK Security’s par value shall be treated as Interest Proceeds and deposited in either the Interest Collection Account or the Sterling Interest Account. (g) Sale of Equity Securities The Collateral Manager (acting on behalf of the Issuer) may sell any Equity Security at any time following receipt of an Equity Security, subject to the conditions set out in paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) above. The Sale Proceeds of any Equity Security (other than Defaulted Equity Securities) sold shall be deposited in the Principal Collection Account or Sterling Principal Account, as applicable, in an amount equal to the original purchase price of such Equity Security when acquired or received by the Issuer and any excess shall be deposited in the Interest Collection Account or Sterling Interest Account, as applicable, and, in each case, disbursed in accordance with the Priorities of Payment on the first Payment Date following the Due Period in which such sale occurs. 161
(h) Unscheduled Principal Proceeds During the Reinvestment Period, the Collateral Manager (acting on behalf of the Issuer) may reinvest all Unscheduled Principal Proceeds received in Additional Collateral Debt Securities; provided that any such Additional Collateral Debt Security is not a Dutch Ineligible Security such that, after such reinvestment, the Reinvestment Criteria and the other requirements as set out in paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) are satisfied as set out therein. The Collateral Manager shall use all commercially reasonable efforts to apply Unscheduled Principal Proceeds in the acquisition of one or more Additional Collateral Debt Securities satisfying the Reinvestment Criteria prior to the end of the Due Period immediately following the Due Period in which such Unscheduled Principal Proceeds were received. Following the expiry of the Reinvestment Period: (i) Unscheduled Principal Proceeds which constitute cash received on Defaulted Obligations may not be reinvested; (ii) other Unscheduled Principal Proceeds may be reinvested by the Collateral Manager (acting on behalf of the Issuer) such that, after such reinvestment, the Reinvestment Criteria, the Additional Reinvestment Criteria and the other requirements paragraph (b) (Conditions of Sale and/or Reinvestment in Additional Collateral Debt Securities) are satisfied as set out therein; and (iii) Unscheduled Principal Proceeds not reinvested prior to the end of the Due Period immediately following the Due Period in which such proceeds were received shall be disbursed in accordance with the Priority of Payments on the next following Payment Date. (i) Reinvestment Criteria and Additional Reinvestment Criteria During the Reinvestment Period, Euro Principal Proceeds, Sterling Principal Proceeds, Uninvested Proceeds and drawings on the Class A1A Notes shall, and after the end of the Reinvestment Period certain Unscheduled Principal Proceeds and Sale Proceeds of any Credit Improved Securities may, be reinvested by the Collateral Manager (acting on behalf of the Issuer) in Additional Collateral Debt Securities if, immediately after such reinvestment, the criteria set out below (the “Reinvestment Criteria”) are satisfied. The Reinvestment Criteria are as follows: (i) the Coverage Tests and the Collateral Quality Tests are required to be satisfied or in respect of the reinvestment of Uninvested Proceeds, drawings under the Class A1A Notes, Unscheduled Principal Proceeds permitted to be reinvested and Sale Proceeds of Credit Improved Securities, to the extent not so satisfied: (A) if, immediately prior to any such acquisition of any Additional Collateral Debt Security, the Maximum Weighted Average Fitch Rating Factor Test as calculated in the most recent Monthly Report prior to such acquisition was not satisfied, then it must be no further from being satisfied after giving effect to such acquisition; (B) if, immediately prior to any such acquisition of any Additional Collateral Debt Security, any Coverage Test as calculated in the most recent Monthly Report prior thereto was not satisfied, such Coverage Test (other than with respect to the reinvestment of (i) Principal Proceeds from Defaulted Securities in which case the Coverage Tests must be satisfied immediately prior to any such acquisition and (ii) Principal Proceeds from Collateral Debt Securities (other than Unscheduled Principal Proceeds), in which case the Coverage Tests must be satisfied after giving effect to such acquisition) must be maintained or improved after giving effect to such acquisition (compared with the results of such Coverage Test prior to any sale generating the Sale Proceeds used to fund the relevant acquisition); (C) if, immediately prior to any such acquisition of any Additional Collateral Debt Security, the Weighted Average Life Test as calculated in the most recent Monthly Report prior thereto was not satisfied, the Weighted Average Life must be less than or equal to the Weighted Average Life immediately prior to such acquisition; 162
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Gresham Capital CLO IV B.V. (a priv
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with particular reference to its ow
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AUTHORITY (BUNDESANSTALT FÜR FINAN
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AVAILABLE INFORMATION To permit com
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SUMMARY This summary does not inclu
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e paid in accordance with the Prior
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Commitment Fee ....................
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provided that the Issuer has obtain
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Security for the Notes: ...........
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Overcollateralisation Ratio Test; (
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Liquidation of Collateral Debt Secu
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Class A1A Regulation S Notes and Cl
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The Trust Deed provides that the Is
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(a) take any corporate action or ot
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Notes will be made until principal
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the Issuer entered into the commitm
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elative to the high yield bond mark
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While the Issuer expects that the r
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Investment and Repayment of Payment
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In its capacity as Collateral Manag
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Termination Amount. The payment of
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available to them on subsequent pay
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Liability to Stamp Taxation and Oth
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the Issuer is party that is made in
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CONDITIONS OF THE NOTES The followi
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Account and the Sterling Principal
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Eligibility Criteria, an interest i
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of deposits in Sterling (for the av
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equire, a specific number thereof a
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“Class C Rule 144A Definitive Not
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“Class E Rule 144A Global Note”
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“Collection Accounts” means the
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Debt Security; provided always (I)
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(ii) if any Collateral Debt Securit
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acquisition thereof by the Issuer a
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prior to the Payment Date immediate
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Manager acting on behalf of the Iss
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including for the avoidance of doub
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Maturity Date and a security in res
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“Note Interest Rate” means, in
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(a) is a Business Day; (b) is or fa
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(c) in the case of a Hedge Counterp
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“Relevant Amount” in respect of
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counterparty has the regulatory cap
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“Sterling Interest Account” mea
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(h) any scheduled principal payment
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of the related Reference Obligation
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e represented by a Class A1A Rule 1
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(Application of Interest Proceeds b
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(W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
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(D) (E) (F) (G) (H) (I) (J) (K) (L)
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(AA) (BB) after taking account of t
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the extent of any Sterling payments
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contractual rights) or any of them
Page 109 and 110: the Management Agreement; (D) the I
Page 111 and 112: shall be deferred and shall, with e
Page 113 and 114: “Euro zone” means the region co
Page 115 and 116: (ii) shall be paid to the Class A1A
Page 117 and 118: (A) (B) (C) (D) (E) Senior Notes: I
Page 119 and 120: meet the Eligibility Criteria or, t
Page 121 and 122: E Note (other than any Class E Defe
Page 123 and 124: the sole Issuer Event of Default is
Page 125 and 126: (J) (K) (L) (M) (N) (O) (P) (Q) (R)
Page 127 and 128: each a “Basic Terms Modification
Page 129 and 130: any jurisdiction of a judgment alre
Page 131 and 132: (v) the Trustee has been fully inde
Page 133 and 134: USE OF PROCEEDS The net proceeds fr
Page 135 and 136: Meetings: The holder of each Global
Page 137 and 138: BOOK ENTRY CLEARANCE PROCEDURES The
Page 139 and 140: persons or entities that do not par
Page 141 and 142: RATING OF THE RATED NOTES It was a
Page 143 and 144: DESCRIPTION OF THE ISSUER General T
Page 145 and 146: Date between, inter alia, the Found
Page 147 and 148: practice, all members of the IPF an
Page 149 and 150: DESCRIPTION OF THE PORTFOLIO 1. Int
Page 151 and 152: estrictions as set out in the Colla
Page 153 and 154: (B) in the case of a Synthetic Secu
Page 155 and 156: (ix) no Collateral Debt Security wh
Page 157 and 158: Industry Categories Business Servic
Page 159: (ii) all Additional Collateral Debt
Page 163 and 164: (ii) the aggregate Principal Balanc
Page 165 and 166: (B) Unscheduled Principal Proceeds
Page 167 and 168: In addition, for any date of determ
Page 169 and 170: all Euro Collateral Debt Securities
Page 171 and 172: specified benchmark rating level ba
Page 173 and 174: (g) Reinvestment OC Test The “Rei
Page 175 and 176: Affiliates of the Collateral Manage
Page 177 and 178: amount permitted from all Selling I
Page 179 and 180: Key Persons being convicted for fra
Page 181 and 182: Liquidity Facility Agreement DESCRI
Page 183 and 184: Sterling by the Issuer shall not ex
Page 185 and 186: Coverage Tests, Reinvestment OC Tes
Page 187 and 188: Portfolio (a) the information requi
Page 189 and 190: DESCRIPTION OF THE CLASS A1A NOTE P
Page 191 and 192: provide Drawings under the Class A1
Page 193 and 194: Investments having a maturity date
Page 195 and 196: The Issuer shall procure that on an
Page 197 and 198: TAX CONSIDERATIONS General The foll
Page 199 and 200: This summary is based on interpreta
Page 201 and 202: A U.S. Holder of a Senior Note will
Page 203 and 204: the first taxable year for which it
Page 205 and 206: any distributions in excess of such
Page 207 and 208: oker has been in existence) is deri
Page 209 and 210: Capital gains made on the sale or p
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Holders who may be liable to taxati
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ERISA CONSIDERATIONS The U.S. Emplo
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DEED, REQUIRED TO CERTIFY) WITH RES
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United States The Initial Purchaser
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or any other governmental authority
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to its purchase of Notes, to ask qu
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PLAN, UNLESS INVESTMENT DECISIONS A
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GENERAL INFORMATION 1. Clearing Sys
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INDEX OF DEFINED TERMS £ £.......
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Cumulative Sterling Realised Recove
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Presentation Date..................
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REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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