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

Affiliates of the Collateral Manager, or sells Collateral Debt Securities to the Issuer from its inventory or the
inventories of its Affiliates. See “Risk Factors—Certain Conflicts of Interest” above. The Collateral Manager
on behalf of the Issuer may not acquire loans, whether from the obligor or another party, in connection with the
syndication or initial placement of such loans by an Affiliate of the Collateral Manager doing business within
the United States.
The Collateral Manager acting on behalf of the Issuer, may acquire interests in Collateral Debt Securities
which are loans either directly (by way of novation, sale or assignment) (each a “Transfer”) or indirectly (by
way of participation or sub-participation) (each a “Participation”). For a discussion of certain considerations
relating to Transfers and Participations see “Risk Factors - Participations and Transfers” above.
13. Rating Definitions
“Fitch Rating” means, for any Collateral Debt Security or Eligible Investment:
(a) if such Collateral Debt Security or Eligible Investment is rated by Fitch, as published in any publicly
available news source, such rating;
(b) if the rating cannot be assigned pursuant to (a) (above) and there is a publicly available rating for such
Collateral Debt Security by Moody’s or S&P (but not both), the rating that corresponds to the Moody’s
or S&P rating, as the case may be;
(c) if the rating cannot be assigned pursuant to (a) or (b) (above) and there is a publicly available rating for
such Collateral Debt Security by Moody’s and S&P, the rating that corresponds to the lower of the
Moody’s or S&P rating; or
(d) if the rating cannot be assigned pursuant to (a), (b) or (c) (above), the Issuer or the Collateral Manager,
on behalf of the Issuer, shall apply to Fitch for a private rating which shall then be the Fitch Rating,
provided that (x) if such Collateral Debt Security or Eligible Investment has been put on rating watch
negative or negative credit watch for possible downgrade by any Rating Agency, then the rating used to
determine the Fitch Rating above shall be one rating subcategory below such rating by that Rating Agency, and
(y) if such Collateral Debt Security or Eligible Investment has been put on rating watch positive or positive
credit watch for possible upgrade by any Rating Agency, then the rating used to determine the Fitch Rating
above shall be one rating subcategory above such rating by that Rating Agency, and (z) notwithstanding the
rating definition described above, Fitch reserves the right to issue a rating estimate for any Collateral Debt
Security or Eligible Investment at any time.
The “S&P Rating” of a Collateral Debt Security is determined as follows (and for the avoidance of doubt,
a reference to S&P Rating includes a public or private rating or a credit estimate provided by S&P):
(i) if such Collateral Debt Security is not a Synthetic Security:
(A) if the issuer of such Collateral Debt Security, or a guarantor that unconditionally and
irrevocably guarantees such Collateral Debt Security, is rated by S&P, then the S&P Rating
for such issuer is the S&P issuer credit rating of such issuer or guarantor (whichever is
highest);
(B) if there is no S&P issuer credit rating for the issuer or an unconditional and irrevocable
guarantor of such Collateral Debt Security but another security or obligation of the issuer or
guarantor is rated by S&P and the S&P Rating is not determined pursuant to clause (C) or (D)
below, then the S&P Rating of such Collateral Debt Security shall be determined as follows:
(I) if there is a rating on a senior secured debt of the issuer or guarantor, then the S&P Rating
shall be one subcategory below such rating, (II) if there is a rating on a senior unsecured
security or obligation of the issuer or guarantor, then the S&P Rating shall be such rating and
(III) if there is a rating on a subordinated security or obligation of the issuer or guarantor, then
the S&P Rating shall be one subcategory above such rating if the rating of such subordinated
debt is “BBB” or higher and two subcategories higher than the rating of the subordinated debt
if such subordinated debt is rated “BB+” or lower;
(C) if there is not a rating by S&P of the issuer or an obligation of such issuer or such guarantor
and if such Collateral Debt Security is not rated by S&P and no other security or obligation of
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