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

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out of such account to purchase Additional Collateral Debt Securities denominated in Euro or Non-Euro Collateral Debt Security the subject of an Asset Swap Transaction. In addition, after the end of the Ramp-Up Period, all drawings under the Class A1A Notes will be credited to the Additional Collateral Account if drawn in Euro. Sterling 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 Sterling Additional Collateral Account. Payment may be made out of such account to purchase Additional Collateral Debt Securities denominated in Sterling. In addition, during and after the end of the Ramp-Up Period, all drawings under the Class A1A Notes will be credited to the Sterling Additional Collateral Account if drawn in Sterling. Euro Payment Account The Issuer shall procure that all amounts required to be disbursed out of amounts credited to the Interest Collection Account, Principal Collection Account and Euro Principal Reserve Account on a Payment Date are credited to the Euro Payment Account on the Business Day preceding the relevant Payment Date and all sums standing to the credit of the Euro Payment Account shall be disbursed in accordance with the Priorities of Payment. Sterling Payment Account The Issuer shall procure that all amounts required to be disbursed out of amounts credited to the Sterling Interest Account and Sterling Principal Account on a Payment Date are credited to the Sterling Payment Account on the Business Day preceding the relevant Payment Date and all sums standing to the credit of the Sterling Payment Account shall be disbursed in accordance with the Priorities of Payment. The Euro Liquidity Payment Account The Issuer shall procure that all Euro Interest Proceeds (up to an amount equal to the outstanding principal amount of any Liquidity Drawings denominated in Euro and accrued interest thereon and any other amounts in respect thereof either between Payment Dates or on the next Payment Date as calculated under the Liquidity Facility Agreement) are paid directly into the Euro Liquidity Payment Account promptly upon receipt thereof. The Issuer shall procure that on any date, other than a Payment Date, on which it elects to make a payment (in whole or in part) in respect of the outstanding principal amount of the Liquidity Drawing denominated in Euro and the accrued interest thereon, an amount up to the balance standing to the credit of the Euro Liquidity Payment Account on such date be withdrawn and paid directly to the Liquidity Facility Provider or where a stand-by drawing is outstanding, to the Stand-by Liquidity Account, provided that: (a) no Enforcement Notice has been given; (b) no event of default has occurred and is continuing under the Liquidity Facility Agreement; and (c) the Issuer has outstanding liabilities denominated in Euro due to the Liquidity Facility Provider under the Liquidity Facility Agreement (including all accrued interest) and the amount withdrawn under the Liquidity Payment Account on such date will not exceed such outstanding liabilities of the Issuer due under the Liquidity Facility Agreement. After the occurrence of an Issuer Event of Default the Issuer shall transfer all amounts standing to the credit of the Euro Liquidity Payment Account to the Euro Payment Account. The Sterling Liquidity Payment Account The Issuer shall procure that all Sterling Interest Proceeds (up to an amount equal to the outstanding principal amount of any Liquidity Drawings, denominated in Sterling and accrued interest thereon and any other amounts in respect thereof either between Payment Dates or on the next Payment Date as calculated under the Liquidity Facility Agreement) are paid directly into the Sterling Liquidity Payment Account promptly upon receipt thereof. 195
The Issuer shall procure that on any date, other than a Payment Date, on which it elects to make a payment (in whole or in part) in respect of the outstanding principal amount of the Liquidity Drawing denominated in Sterling and the accrued interest thereon, an amount up to the balance standing to the credit of the Sterling Liquidity Payment Account on such date be withdrawn and paid directly to the Liquidity Facility Provider or where a stand-by liquidity account denominated in Sterling is established and a stand-by drawing is outstanding, to such stand-by liquidity account, provided that: (a) no Enforcement Notice has been given; (b) no event of default has occurred and is continuing under the Liquidity Facility Agreement; and (c) the Issuer has outstanding liabilities denominated in Sterling due to the Liquidity Facility Provider under the Liquidity Facility Agreement (including all accrued interest) and the amount withdrawn under the Liquidity Payment Account on such date will not exceed such outstanding liabilities of the Issuer due under the Liquidity Facility Agreement. After the occurrence of an Issuer Event of Default the Issuer shall transfer all amounts standing to the credit of the Sterling Liquidity Payment Account to the Sterling Payment Account. The Stand-by Liquidity Account The Issuer shall procure that if at any time the Liquidity Facility Provider’s rating falls below a short term senior unsecured debt rating of at least “F1” by Fitch and “A-1” by S&P, and the Liquidity Facility Provider elects to pay the Issuer the undrawn commitment under the Liquidity Facility that such undrawn commitment will be paid into the Stand-by Liquidity Account. In addition, the Issuer shall procure that any Non-Extension Drawing made under the Liquidity Facility is paid into the Stand-by Liquidity Account. The Issuer shall procure that the amounts standing to the credit of the Stand-by Liquidity Account are only utilised for the purposes stated in the Liquidity Facility Agreement and the amount drawn from the Stand-by Liquidity Account on the relevant drawdown date in accordance with the Liquidity Facility Agreement shall be transferred into the Interest Collection Account or as the case may be the Sterling Interest Account. The Issuer shall procure that such amounts repaid on a date, other than a Payment Date, on which it elects to make a payment in respect of any outstanding stand-by drawings shall be from amounts transferred from the Euro Liquidity Payment Account into the Stand-by Liquidity Account and, shall be applied in accordance with the Liquidity Facility Agreement. The Issuer shall procure the repayment of the amount standing to the credit of the Stand-by Liquidity Account to the Liquidity Facility Provider as and when such amount is to be paid under the Liquidity Facility Agreement. In addition, 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. 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 Standby Liquidity Account on 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. All interest accrued on the amounts standing to the credit of the Stand-by Liquidity Account from time to time shall be to the credit of the Issuer and shall remain in the Stand-by Liquidity Account and used to pay interest on the Stand-by Liquidity Drawing in accordance with the provisions of the Liquidity Facility Agreement. Following the occurrence of an Issuer Event of Default, all amounts standing to the credit of the Stand-by Liquidity Account shall be transferred to the Liquidity Facility Provider. The Euro Principal Reserve Account The Issuer will, or shall procure that the Collateral Administrator will credit any Sterling Principal Proceeds (converted into Euro) and Euro Principal Proceeds specified in Condition 3(c)(v) (FX Conversion) to be credited to the Euro Principal Reserve Account into the Euro Principal Reserve Account and will use such funds in accordance with Condition 3(c) (Priorities of Payments). 196
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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
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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 and 192: provide Drawings under the Class A1
Page 193: Investments having a maturity date
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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