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

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In the event that the Class D Overcollateralisation Ratio Test (as calculated by the Collateral Administrator) is not satisfied on the immediately preceding Determination Date, Interest Proceeds and thereafter Principal Proceeds will be used on the next Payment Date, subject to the Priorities of Payment, to the extent necessary and available, first to redeem and the Senior Notes and following such redemption in full, to redeem the Class B Notes (on a pro rata basis), and following such redemption in full, to redeem the Class C Notes (on a pro rata basis), and following such redemption in full, to redeem the Class D Notes (on a pro rata basis) in whole or in part, to the extent necessary to cause the Class D Overcollateralisation Ratio Test to be met if recalculated following such redemption. In the event that the Class E Overcollateralisation Ratio Test (as calculated by the Collateral Administrator) is not satisfied on the immediately preceding Determination Date, Interest Proceeds and thereafter Principal Proceeds will be used on the next Payment Date, subject to the Priorities of Payment, to the extent necessary and available, first to redeem the Senior Notes and following such redemption in full, to redeem the Class B Notes (on a pro rata basis), and following such redemption in full, to redeem the Class C Notes (on a pro rata basis), and following such redemption in full, to redeem the Class D Notes (on a pro rata basis), and following such redemption in full, to redeem the Class E Notes (on a pro rata basis) in whole or in part, to the extent necessary to cause the Class E Overcollateralisation Ratio Test to be met if recalculated following such redemption. The Reinvestment OC Test is used during the Reinvestment Period primarily to determine whether Interest Proceeds may be used to pay the amounts payable under Condition 3(c)(i)(BB) to (KK) (inclusive) or whether such Interest Proceeds should instead be placed in the Principal Collection Account in order (i) to pay the amounts payable under Condition 3(c)(iv) (Application of Principal Proceeds on Payment Dates) and Condition 3(c)(iii) (Applications Principal Payments Between Payment Dates) or (ii) to cause the Reinvestment OC Test (as calculated by the Collateral Administrator) to be met if recalculated following such transfer. (a) Senior Overcollateralisation Ratio Test The “Senior Overcollateralisation Ratio Test” shall be satisfied in respect of any Measurement Date falling on or after the Target Date if, on such Measurement Date, the Senior Overcollateralisation Ratio is at least 133.9 per cent. (b) Senior Interest Coverage Test The “Senior Interest Coverage Test” shall be satisfied in respect of any Measurement Date falling on or after the Target Date if, on such Measurement Date, the Senior Interest Coverage Ratio is at least 105.0 per cent. (c) Class B Overcollateralisation Ratio Test The “Class B Overcollateralisation Ratio Test” shall be satisfied in respect of any Measurement Date falling or after the Target Date if, on such Measurement Date, the Class B Overcollateralisation Ratio is at least 125 per cent. (d) Class C Overcollateralisation Ratio Test The “Class C Overcollateralisation Ratio Test” shall be satisfied in respect of any Measurement Date falling on or after the Target Date if, on such Measurement Date, the Class C Overcollateralisation Ratio is at least 116.6 per cent. (e) Class D Overcollateralisation Ratio Test The “Class D Overcollateralisation Ratio Test” shall be satisfied in respect of any Measurement Date falling on or after the Target Date if, on such Measurement Date, the Class D Overcollateralisation Ratio is at least 109.1 per cent. (f) Class E Overcollateralisation Ratio Test The “Class E Overcollateralisation Ratio Test” shall be satisfied in respect of any Measurement Date falling on or after the Target Date if, on such Measurement Date, the Class E Overcollateralisation Ratio is at least 104.9 per cent. 173
(g) Reinvestment OC Test The “Reinvestment OC Test” will be satisfied on any Measurement Date if the Reinvestment OC Ratio is at least 105.6 per cent. on such Measurement Date. 10. Treatment of Synthetic Securities For the purposes of the Coverage Tests, the Reinvestment OC Test, the Collateral Quality Tests and the limits set forth in paragraphs (b) and (c) of the definition of “Eligibility Criteria”, a Synthetic Security shall be included as a Collateral Debt Security having the relevant characteristics of the Synthetic Security and not of the related Reference Obligation, unless the Collateral Manager determines otherwise and receives Rating Agency Confirmation. The interest rate or spread of a floating rate Synthetic Security shall be a fraction, expressed as a percentage and annualised, the numerator of which is the current stated interest rate or, as the case may be, periodic spread over EURIBOR or as the case may be LIBOR scheduled to be received by the Issuer from the related Synthetic Security Obligor and the denominator of which is the notional balance of such Synthetic Security. If the Reference Obligation pursuant to a Synthetic Security is ever delivered to the Issuer and such Reference Obligation does not satisfy the Eligibility Criteria when delivered, the Issuer will not be permitted to include such Reference Obligation as a Collateral Debt Security for the purposes of the Collateral Quality Test, the Coverage Tests, the Reinvestment OC Tests or the Reinvestment Criteria. 11. Securities Lending Provided that no Issuer Event of Default has occurred, the Issuer or the Collateral Manager acting on behalf of the Issuer, may from time to time and on a limited basis, lend Collateral Debt Securities to a Securities Lending Counterparty which has a short term debt rating or a guarantor with such rating of at least “F1” from Fitch and “A-1+” from S&P, and a long term debt rating of at least “A+” from Fitch. Any Securities Lending Agreement entered into by the Issuer with a Securities Lending Counterparty shall be for a term of no longer than 90 days. At the time a Securities Lending Agreement is entered into by the Issuer, the percentage of the Collateral Debt Securities loaned to a single Securities Lending Counterparty and all Securities Lending Counterparties and the percentage of the Maximum Investment Amount that represents Participations and Synthetic Securities entered into by the Issuer with such Securities Lending Counterparty shall not exceed the limitations set forth in paragraph (c)(x)(A) of the Eligibility Criteria for the credit rating of such Securities Lending Counterparty and the percentage of the Collateral Debt Securities loaned by the Issuer to Securities Lending Counterparty. The Issuer shall not enter into any Securities Lending Agreement with a Securities Lending Counterparty if upon entering into such Securities Lending Agreement: (i) the aggregate Principal Balance of the Collateral Debt Securities loaned or to be loaned by the Issuer pursuant to all Securities Lending Agreements (including the proposed Securities Lending Agreement to be entered into) will exceed 5 per cent. of the Maximum Investment Amount at such time; and (ii) the number of Securities Lending Counterparties (including the proposed Securities Lending Counterparty), when aggregated with the Hedge Counterparties, Synthetic Security Obligors and Selling Institutions will be more than 10. Such Securities Lending Counterparties may be Affiliates of Dresdner Bank AG London Branch and/or Affiliates of the Collateral Manager, which may create certain conflicts of interest. See “Risk Factors—Certain Conflicts of Interest”. Each Securities Lending Agreement shall be on market terms (except as may be required below) and shall: (a) require that the Securities Lending Counterparty return to the Issuer debt obligations which are identical (in terms of issue and class) to the loaned Collateral Debt Securities; (b) require that the Securities Lending Counterparty pay to the Issuer such amounts as are equivalent to all interest and other payments which the owner of the loaned Collateral Debt Security is entitled to for the period during which the Collateral Debt Security is loaned; 174
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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
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the Management Agreement; (D) the I
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shall be deferred and shall, with e
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“Euro zone” means the region co
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(ii) shall be paid to the Class A1A
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(A) (B) (C) (D) (E) Senior Notes: I
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meet the Eligibility Criteria or, t
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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 and 160: (ii) all Additional Collateral Debt
Page 161 and 162: (h) Unscheduled Principal Proceeds
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: specified benchmark rating level ba
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
Page 211 and 212: Holders who may be liable to taxati
Page 213 and 214: ERISA CONSIDERATIONS The U.S. Emplo
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Page 217 and 218: United States The Initial Purchaser
Page 219 and 220: or any other governmental authority
Page 221 and 222: 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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