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

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DESCRIPTION OF THE ACCOUNTS Accounts The Issuer has established, with the Account Bank, the Principal Collection Account, the Interest Collection Account, the Sterling Principal Account, the Sterling Interest Account, the Euro Expense Account, the Sterling Expense Account, the Initial Proceeds Account, the Collateral Enhancement Account, the Additional Collateral Account, the Sterling Additional Collateral Account, the Euro Payment Account, the Sterling Payment Account, the Euro Liquidity Payment Account, the Sterling Liquidity Payment Account, the Stand-by Liquidity Account, the Securities Lending Account and the Euro Principal Reserve Account. Principal Collection Account The Issuer will, or shall procure that the Collateral Administrator will, credit all Euro Principal Proceeds to the Principal Collection Account. Amounts standing to the credit of the Principal Collection Account (save for amounts designated for reinvestment by the Collateral Manager in accordance with the Collateral Management Agreement in respect of which the time periods specified for reinvestment have not expired and certain other amounts, which will be transferred to the Additional Collateral Account) shall be transferred to the Euro Payment Account, to the extent required, for disbursement in accordance with Condition 3(c)(iii) (Application of Principal Proceeds on Payment Dates) and Condition 3(c)(iv) (Application of Principal Proceeds between Payment Dates) and otherwise shall be applied in the acquisition of Additional Collateral Debt Securities to the extent permitted pursuant to the Collateral Management Agreement. Interest Collection Account The Issuer will, or shall procure that the Collateral Administrator will, credit all Euro Interest Proceeds to the Interest Collection Account. Amounts standing to the credit of the Interest Collection Account shall be transferred to the Euro Payment Account to the extent required, for disbursement pursuant to Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) on a Payment Date and will be applied between Payment Dates in paying certain obligations described in Condition 3(c)(ii) (Application of Interest Proceeds between Payment Dates). Sterling Principal Account The Issuer will, or shall procure that the Collateral Administrator will, credit all Sterling Principal Proceeds to the Sterling Principal Account. Amounts standing to the credit of the Sterling Principal Account (save for amounts designated for reinvestment by the Collateral Manager in accordance with the Collateral Management Agreement in respect of which the time periods specified for reinvestment have not expired and certain other amounts, which will be transferred to the Sterling Additional Collateral Account) shall be transferred to the Sterling Payment Account, to the extent required, for disbursement in accordance with Condition 3(c)(iii) (Application of Principal Proceeds on Payment Dates) and Condition 3(c)(iv) (Application of Principal Proceeds between Payment Dates) and otherwise shall be applied in the acquisition of Additional Collateral Debt Securities to the extent permitted pursuant to the Collateral Management Agreement. Sterling Interest Account The Issuer will, or shall procure that the Collateral Administrator will, credit all Sterling Interest Proceeds to the Sterling Interest Account. Amounts standing to the credit of the Sterling Interest Account shall be transferred to the Sterling Payment Account, to the extent required, be applied pursuant to Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) on a Payment Date and will be applied between Payment Dates in paying certain obligations described in Condition 3(c)(ii) (Application of Interest Proceeds between Payment Dates). Euro Expense Account The Issuer credited €50,000 or such lesser amount as determined by the Collateral Manager to the Euro Expense Account out of the net proceeds of issue on the Issue Date. Such amount may be applied at any time in paying certain miscellaneous expenses of the Issuer denominated in Euro. Additional amounts will be credited to the Euro Expense Account in accordance with the Priorities of Payment in Condition 3(c) (Priorities of Payment). Amounts standing to the credit of the Euro Expense Account may be invested in Eligible 193
Investments having a maturity date no later than the last Business Day of the Due Period in which such Eligible Investment was acquired. Sterling Expense Account An amount of £20,000 has been credited to the Sterling Expense Account in accordance with the Priorities of Payment in Condition 3(c) (Priorities of Payment) and such amount may be applied at any time in paying certain miscellaneous expenses of the Issuer denominated in Sterling. Amounts standing to the credit of the Sterling Expense Account may be invested in Eligible Investments having a maturity date no later than the last Business Day of the Due Period in which such Eligible Investment was acquired. Initial Proceeds Account On the Issue Date, an amount equal to the amount determined by the Collateral Manager on the Issue Date to be sufficient to purchase those Collateral Debt Securities during the Ramp-Up Period (other than Sterling Collateral Debt Securities) which were not purchased on or prior to the Issue Date were paid into the Initial Proceeds Account to be applied in the acquisition of Collateral Debt Securities during the Ramp-Up Period. To the extent that amounts standing to the credit of the Euro Expense Account or Sterling Expense Account are insufficient, amounts may be withdrawn from the Initial Proceeds Account to pay all amounts due by the Issuer in respect of actions taken on or in connection with the Issue Date with respect to the issue of the Notes. Upon receipt by the Collateral Manager, within 30 days after the Target Date, of confirmation by the Rating Agencies that none of the ratings assigned by them respectively to any of the Senior Notes and the other Rated Notes on the Issue Date have been reduced or withdrawn (or in the event that any such ratings have been reduced or withdrawn, confirmation that such ratings have been reinstated), all amounts standing to the credit of the Initial Proceeds Account may be designated for reinvestment by the Collateral Manager and transferred to the Additional Collateral Account. If no such confirmation is received on the Determination Date prior to the next following Payment Date, all amounts standing to the credit of the Initial Proceeds Account will be transferred to the Principal Collection Account for application in redemption of the Notes. See Condition 7(c)(ii) (Redemption Following Target Date Rating Downgrade) above. Any net proceeds of issue of the Notes remaining on the Issue Date which are not required in settlement of agreements to purchase Collateral Debt Securities entered into on or prior to the Issue Date, to pay various fees and expenses and to deposit an amount of €50,000 or £20,000 or such lesser amount as determined by the Collateral Manager in the Euro Expense Account or Sterling Expense Account or to pay certain amounts due under the relevant Initial Hedge Agreement, were paid into the Initial Proceeds Account on the Issue Date. Prior to the end of the Ramp-Up Period, each Euro Drawing under the Class A1A Notes shall be credited to the Initial Proceeds Account and applied in the purchase of Additional Collateral Debt Securities as described under “Description of the Portfolio”. After the end of the Ramp-Up Period and during the remainder of the Reinvestment Period, Euro drawings under the Class A1A Notes shall be credited to the Additional Collateral Account if drawn in Euro and the Sterling Additional Collateral Account if drawn in Sterling. See “Additional Collateral Account” and “Sterling Additional Collateral Account” below. Collateral Enhancement Account The Issuer shall procure that, on each Payment Date, all amounts of interest payable in respect of the Class N Notes which the Collateral Manager determines at its discretion shall be applied in payment to the Collateral Enhancement Account pursuant to Condition 3(c)(i)(HH) are paid into the Collateral Enhancement Account. Amounts standing to the credit of the Collateral Enhancement Account may be applied, at any time, by the Collateral Manager, acting on behalf of the Issuer, in the acquisition of or exercise of rights under Collateral Enhancement Securities in accordance with the Collateral Management Agreement or in the payment of interest on the Class N Notes in accordance with Condition 6(f) (Interest on the Class N Notes). Prior to enforcement, amounts standing to the credit of the Collateral Enhancement Account will not be transferred to the Euro Payment Account or, as the case may be, the Sterling Payment Account for application on any Payment Date in accordance with the Priorities of Payment. Additional Collateral Account The Issuer shall procure that, on each Payment Date, the amount designated by the Collateral Manager on the preceding Determination Date is transferred to the Additional Collateral Account. Payment may be made 194
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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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E Note (other than any Class E Defe
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the sole Issuer Event of Default is
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(J) (K) (L) (M) (N) (O) (P) (Q) (R)
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each a “Basic Terms Modification
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any jurisdiction of a judgment alre
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(v) the Trustee has been fully inde
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USE OF PROCEEDS The net proceeds fr
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Meetings: The holder of each Global
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BOOK ENTRY CLEARANCE PROCEDURES The
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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 and 172: specified benchmark rating level ba
Page 173 and 174: (g) Reinvestment OC Test The “Rei
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: provide Drawings under the Class A1
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
Page 215 and 216: DEED, REQUIRED TO CERTIFY) WITH RES
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
Page 223 and 224: PLAN, UNLESS INVESTMENT DECISIONS A
Page 225 and 226: GENERAL INFORMATION 1. Clearing Sys
Page 227 and 228: INDEX OF DEFINED TERMS £ £.......
Page 229 and 230: Cumulative Sterling Realised Recove
Page 231 and 232: Presentation Date..................
Page 233: REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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