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

the issuer or guarantor is rated by S&P, then the S&P Rating for such Collateral Debt Security
may be determined using any one of the methods below:
(1) if such Collateral Debt Security is publicly rated by Fitch, then the S&P Rating will be
determined in accordance with the methodologies for establishing the Fitch Rating,
except that the S&P Rating of such Collateral Debt Security will be (I) one subcategory
below the S&P equivalent of the rating assigned by Fitch if such Collateral Debt Security
is rated “BBB-” or higher by Fitch and (II) two subcategories below the S&P equivalent
of the rating assigned by Fitch if such Collateral Debt Security is rated “BB+” or lower by
Fitch; provided that the aggregate Principal Balance of Collateral Debt Securities that
may be given a S&P Rating based on a rating given by Fitch as provided in this subclause
(1) may not exceed 20 per cent. of the Maximum Investment Amount;
(2) if such Collateral Debt Security is not rated by Fitch but a parallel security is publicly
rated by Fitch, then the rating of such parallel security shall be determined in accordance
with the methodology set forth in paragraph (C)(1) above, and the S&P Rating of such
Collateral Debt Security shall be determined in accordance with the methodology set
forth in paragraph (B) above (for such purpose, treating the parallel security as if it were
rated by S&P at the rating determined pursuant to this paragraph (C)(2));
(3) if no other security or obligation of the issuer or guarantor is rated by S&P or Fitch, then
the Issuer or the Collateral Manager on behalf of the Issuer may apply to S&P for a rating
estimate, which shall be its then S&P Rating; provided that pending receipt from S&P of
such estimate, such Collateral Debt Security shall have a S&P Rating of “B-” (if it is a
Bank Loan) or “CCC” (in all other cases) for the purposes of determining S&P Rating if
the Collateral Manager certifies to the Trustee that the Collateral Manager believes that
such estimate will be at least “B-” or “CCC” (as applicable) and if the aggregate Principal
Balance of Collateral Debt Securities having such S&P Rating solely by reason of this
proviso does not exceed 5 per cent. of the Maximum Investment Amount and if there is a
rating on a subordinated obligation of the issuer, then the S&P Rating shall be one
subcategory above such rating if such Collateral Debt Security is a senior secured or
senior unsecured obligation of the issuer;
(4) if (1) neither the issuer nor any of its affiliates (except that, for this purpose, affiliation
will not result from the common ownership by a common financial sponsor) is subject to
reorganisation or bankruptcy proceedings and (2) no debt security or obligation of the
issuer has been in default during the past two years, the S&P Rating of such Collateral
Debt Security will be “CCC”; or
(5) if a debt security or obligation of the issuer has been in default during the past two years,
the S&P Rating of such Collateral Debt Security will be “D”; or
(D) if none of clauses (A) through (C) above is applicable and the Collateral Manager, the
Collateral Administrator and the Trustee shall have received the prior written confirmation of
S&P that the acquisition of the related Collateral Debt Security will not cause its then current
rating of the Senior Notes or the Class B Notes to be reduced or withdrawn, then the S&P
Rating for such issuer will be deemed to be “CCC”; and
(ii) with respect to a Collateral Debt Security that is a Synthetic Security, the S&P Rating of such
Collateral Debt Security will be the S&P Rating assigned in connection with the acquisition by the
Issuer of such Synthetic Security.
Notwithstanding the foregoing, if the S&P rating or ratings used to determine the S&P Rating above are on
watch for possible downgrade or upgrade by S&P, the S&P Rating will be determined by adjusting such S&P
rating or ratings down one subcategory (if on watch for possible downgrade) or up one subcategory (if on watch
for possible upgrade).
In addition, the S&P Rating of a Collateral Debt Security which is a Synthetic Security or a Participation
may have to be adjusted as set out in paragraph (c)(x) of the Eligibility Criteria in the event that a Synthetic
Security Obligor or a Selling Institution is downgraded by S&P and such downgrade leads to the maximum
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