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

Liquidity Facility Agreement
DESCRIPTION OF THE LIQUIDITY FACILITY AGREEMENT
The Issuer, the Trustee, the Collateral Manager, the Collateral Administrator and Dresdner Bank AG
London Branch in its capacity as a liquidity facility provider (the “Liquidity Facility Provider”) entered into a
liquidity facility agreement (the “Liquidity Facility Agreement”) dated on or about the Issue Date.
Purpose
For the period from (and including) the Issue Date until (and excluding) the date which falls 365 days after
the Issue Date and, subject to extension in accordance with the terms of the Liquidity Facility Agreement, each
subsequent period of 365 days (the “Commitment Period”), the Issuer, subject to satisfaction of certain
conditions and, provided that the Senior Overcollateralisation Ratio is at least 100 per cent. on the
Determination Date prior to the relevant drawdown date, no later than two Business Days prior to a Payment
Date will be entitled to draw under the Liquidity Facility Agreement an amount (the “Liquidity Limit”) equal
to the lesser of (a) the undrawn amount of the Liquidity Facility; (b) the Accrued Euro Collateral Interest
Amount with respect to drawings denominated in Euro and the Accrued Sterling Collateral Interest with respect
to drawings denominated in Sterling; and (c) such lesser amount as determined by the Collateral Manager on
behalf of the Issuer. The undrawn amount of the Liquidity Facility is calculated by deducting all amounts drawn
from the Liquidity Limit. Such drawn amount shall be used to make such payments in accordance with the
Priorities of Payment to meet any shortfalls in respect of Euro Interest Proceeds or, as the case may be, Sterling
Interest Proceeds on any Payment Date. The maximum commitment under the Liquidity Facility Agreement is
€6,800,000 or its Sterling equivalent (converted from Euro using the Issue Date Spot Rate). Notwithstanding
the fact that no further drawings may be made under the Liquidity Facility Agreement after the expiry of the
Commitment Period, it is possible that drawings could remain outstanding until the Maturity Date or a
Redemption Date, if earlier. The commitment under the Liquidity Facility Agreement will be cancelled in full
by the Issuer on the earlier of (i) the last day of the Commitment Period (unless otherwise extended pursuant to
the terms of the Liquidity Facility Agreement) and (ii) the date on which the Class A Notes are redeemed in full.
The minimum drawdown under the Liquidity Facility will be €50,000 or its equivalent in Sterling at the Issue
Date Spot Rate.
Covenants and Obligations
The Facility
Under the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider has agreed to provide
the credit facility (the “Liquidity Facility”) for the purpose stated above.
Interest and Commitment Fee
The rate of interest on each drawing under the Liquidity Facility is equal to the aggregate of 0.30 per cent.
per annum and EURIBOR (with respect to a drawing denominated in Euro) or LIBOR (with respect to a
drawing denominated in Sterling). The rate of interest on the stand-by liquidity drawing referred to below is
equal to the aggregate of the rate of interest earned on the Stand-by Liquidity Account (including the amounts
earned on any Eligible Investments expressed as a percentage) and 0.15 per cent. per annum.
In addition, the Issuer shall pay to the Liquidity Facility Provider a commitment fee computed at the rate of
0.15 per cent. per annum on the undrawn, uncancelled amount of the Liquidity Limit during the period from the
Issue Date up to and including the last day of the Commitment Period which shall be payable semi-annually on
each Payment Date.
Repayments
Each advance under the Liquidity Facility together with interest thereon must be repaid on the second
Payment Date following the relevant drawdown date. In addition, the Issuer may at its discretion repay some or
all of the principal amount of any advance drawn under the Liquidity Facility together with interest thereon at
any time other than a Payment Date out of funds standing to the credit of the relevant Liquidity Payment
Account (as described below) save that where such payment is made otherwise than on the expiry of any
designated interest period, breakage costs may be payable. The Issuer shall be required to repay all amounts due
and owing to the Liquidity Facility Provider (including the outstanding principal amount of any liquidity
182