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

drawing and accrued interest thereon) under the Liquidity Facility Agreement in the currency in which it is
denominated on each Payment Date.
Liquidity Payment Accounts
The Issuer has further agreed to credit the relevant Liquidity Payment Account held at the Account Bank
with amounts which represent Euro Interest Proceeds or, as the case may be, Sterling Interest Proceeds
attributable to amounts funded pursuant to the Liquidity Facility received by the Issuer from the Euro Collateral
Debt Securities or the Sterling Collateral Debt Securities in the Portfolio as and when such amounts are received
by it pending repayment by the Issuer of interest and principal of any advance drawn under the Liquidity
Facility (but only up to a maximum amount equal to the advance then outstanding and accrued interest
thereunder and, where applicable, breakage costs incurred in respect of such advance as calculated by the
Liquidity Facility Provider under the Liquidity Facility Agreement). Subject to certain conditions, the Issuer
shall procure that on any date (other than a Payment Date) on which it elects to make a payment in respect of the
advance outstanding and the accrued interest thereon, an amount up to the balance standing to the credit of the
relevant Liquidity Payment Account be withdrawn and paid directly to the Liquidity Facility Provider.
Termination
The Liquidity Facility Agreement may only be terminated by the Liquidity Facility Provider if (i) the Issuer
fails to pay any amount due thereunder on its due date, provided that where any non-payment is a result of a
technical problem, such failure continues for a period of 3 Business Days of its due date; (ii) an Enforcement
Notice is delivered to the Issuer and remains in effect; (iii) if it becomes unlawful for the Issuer to perform any
of its obligations under the Liquidity Facility Agreement; or (iv) the Issuer becomes subject to insolvency
proceedings.
Stand-by Liquidity Account
The Liquidity Facility Provider is required to have a short term senior unsecured debt rating of at least “F1”
by Fitch and “A-1” by S&P. The Liquidity Facility Agreement provides that if at any time the ratings of the
Liquidity Facility Provider falls below a short term senior unsecured debt rating of at least “F1” by Fitch or
“A-1” by S&P, the Issuer shall require the Liquidity Facility Provider, within 30 calendar days thereof (during
which period the Liquidity Facility Provider will be deemed to be in compliance with the ratings described
above), either to (i) find a replacement liquidity facility provider meeting the Rating Requirement who will enter
into a liquidity facility agreement with the Issuer on substantially the same terms as the Liquidity Facility
Agreement; or (ii) find a guarantor meeting the Rating Requirement to guarantee the obligations of the Liquidity
Facility Provider pursuant to the Liquidity Facility Agreement; or (iii) pay into a designated account of the
Issuer (the “Stand-by Liquidity Account”) held with the Account Bank an amount equal to the difference
between the aggregate amount then outstanding under the Liquidity Facility Agreement and the Liquidity Limit.
The Liquidity Facility Provider will also be required to make such a payment to the Stand-by Liquidity Account
where the Liquidity Facility Provider does not agree to extend the Commitment Period at the expiry of the then
current Commitment Period (a “Non-Extension Drawing”). The Collateral Administrator shall on behalf of the
Issuer invest the amounts not required to be utilised in the Stand-by Liquidity Account from time to time in
Eligible Investments if directed to do so by the Liquidity Facility Provider in accordance with the provisions of
the Liquidity Facility Agreement.
The Issuer may only withdraw amounts standing to the credit of the Stand-by Liquidity Account for the
same purpose as such amount would have been available for drawing under the Liquidity Facility Agreement
and any amount withdrawn shall be repaid to the Stand-by Liquidity Account (in whole or in part) in accordance
with the provisions relating to other drawings under the Liquidity Facility Agreement. Where a drawing under
the Liquidity Facility Agreement is required to be made in Sterling, the Issuer shall withdraw a sufficient
amount of Euro from the Stand-by Liquidity Account for such drawing and shall enter into a forward agreement
with a Hedge Counterparty to acquire the same amount of Euro withdrawn from the Stand-by Liquidity Account
on the Payment Date following the next Payment Date. The euro amounts received by the Issuer pursuant to the
forward agreement shall be deposited into the Stand-by Liquidity Account on the relevant Payment Date.
Instead of drawing the undrawn commitment in Euro, the Issuer may choose to withdraw the undrawn
commitment of the Liquidity Facility in Euro and Sterling and if the Issuer so chooses, it shall ensure that the
Stand-by Liquidity Account denominated in Sterling is opened with the Account Bank and the Sterling amounts
are deposited in the Stand-by Liquidity Account denominated in Sterling. The amount which can be drawn in
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