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

RISK FACTORS
An investment in the Notes involves certain risks. Prospective investors should carefully consider the
following factors, in addition to the matters set forth elsewhere in this Prospectus, prior to investing in any Class
of Notes.
Limited Liquidity of Notes and Restrictions on Transfer
Although there is currently a market for notes representing collateralised debt obligations similar to the
Notes (other than the Class N Notes) offered hereby, currently no market exists for such Notes. While the Initial
Purchaser may from time to time make a market in each such Class of Notes upon their respective issuance, it is
under no obligation to do so. In addition, there can be no assurance that any secondary market will provide the
holders of any such Class of Notes with liquidity of investment or will continue for the life of such Notes.
Consequently, a purchaser must be prepared to hold such Notes for an indefinite period of time and potentially
until their Maturity Date. In addition, such Notes are subject to certain transfer restrictions. Such restrictions on
the transfer of such Notes may further limit their liquidity. See “Plan of Distribution and Transfer
Restrictions”.
There is currently no market for the Class N Notes and there can be no assurance that such a market will
develop. A form of liquidity for the Class N Notes is the optional redemption provision set out in Condition
7(b)(i)(A) (Redemption at the Option of the Class N Noteholders), but optional redemption may not occur prior
to the Payment Date immediately following the fifth anniversary of the Issue Date. In addition, there can be no
assurance that the optional redemption provision will be capable of exercise in accordance with the conditions
set out in Condition 7(b)(ii) (Conditions to Optional Redemption at the Option of the Class N Noteholders).
Consequently, a purchaser must be prepared to hold the Class N Notes potentially until their Maturity Date. In
addition, Class N Notes are subject to certain transfer restrictions. Such restrictions on transfer of the Class N
Notes may further limit their liquidity. See “Plan of Distribution and Transfer Restrictions”.
Suitability
Prospective purchasers of the Notes of any Class should ensure that they understand the nature of such
Notes and the extent of their exposure to risk, that they have sufficient knowledge and experience, and access to
professional advisers to assist them, to make their own legal, tax, accounting and financial evaluation of the
merits and risks of investment in such Notes and that they consider the suitability of such Notes as an
investment in the light of their own circumstances and financial condition.
Limited Recourse Obligations
The Notes are secured limited recourse obligations of the Issuer and are payable solely from amounts
received in respect of the Collateral Debt Securities in the Portfolio, the Hedge Agreements and the other
Collateral securing the Notes. None of the officers, directors or incorporators of the Issuer, the Collateral
Manager, the Initial Purchaser, the Trustee, the Paying Agents, the Registrar, the Transfer Agents, the Capital
Commitment Registrar, any Class A1A Noteholders, the Collateral Administrator, the Liquidity Facility
Provider (except to the extent of its obligations pursuant to the Liquidity Facility Agreement), each Hedge
Counterparty (except to the extent of its obligations pursuant to the Hedge Agreements), any of their respective
Affiliates and any other person or entity (other than the Issuer), are obliged to make payments on the Notes.
Consequently, holders of the Notes must rely solely on distributions on the Collateral Debt Securities and
amounts received under the Hedge Agreements and other Collateral securing the Notes for the payment of
principal, interest and other amounts on the Notes. There can be no assurance that the distributions on the
Collateral Debt Securities and amounts received under the Hedge Agreements and other Collateral securing the
Notes will be sufficient to make payments on any Class of Notes after making payments on more senior Classes
of Notes and certain other required amounts to other creditors ranking senior to or pari passu with such Class.
The Issuer’s ability to make payments in respect of any Class of Notes will be constrained by the terms of the
Notes of Classes more senior to such Class and by the terms of the Trust Deed. If distributions on the Collateral
Debt Securities and amounts received under the Hedge Agreements and other Collateral securing the Notes are
insufficient to make payments on any Class of Notes in accordance with the Priorities of Payment, no other
assets will be available for payment of the deficiency.
In addition, none of the Noteholders or any other Secured Party except the Trustee, may, until the expiry of
one year and one day from but excluding the date of redemption of the latest maturing Note:
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