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

liquid investments. In addition, the Collateral Manager, on behalf of the Issuer may invest in privately placed
Collateral Debt Securities that may or may not be freely transferable under the laws of the applicable
jurisdiction or due to contractual restrictions on resale, and even if such privately placed Collateral Debt
Securities are transferable, the prices realised from their sale could be less than those originally paid by the
Issuer or less than what may be considered the fair value of such securities.
The financial markets have experienced substantial fluctuations in prices for non-investment grade debt
securities and loans and limited liquidity for such obligations. No assurance can be given that the conditions
giving rise to such price fluctuations and limited liquidity will not occur following the Issue Date. During
periods of limited liquidity and higher price volatility, the Issuer’s ability to acquire or dispose of Collateral
Debt Securities at a price and time that the Issuer deems advantageous may be impaired. As a result, in periods
of rising market prices, the Issuer may be unable to participate in price increases fully to the extent that it is
unable to acquire desired positions quickly and the Issuer’s inability to dispose fully and promptly of positions
in declining markets may exacerbate losses suffered by the Issuer when Collateral Debt Securities in the
Portfolio are sold. A decrease in the market value of the Collateral Debt Securities in the Portfolio would also
adversely affect the sale proceeds that could be obtained upon the sale of the Collateral Debt Securities and
could ultimately affect the ability of the Issuer to pay in full or redeem the Notes, including the ability of the
Issuer to pay in full or redeem the Class N Notes pursuant to the right of optional redemption set out in
Condition 7(b)(i)(A) (Redemption at the Option of the Class N Noteholders) or otherwise. There can be no
assurance that, upon any such redemption, the proceeds realised would permit any payment on the Class N
Notes after required payments are made in respect of the Senior Notes, the Class B Notes, the Class C Notes, the
Class D Notes and the Class E Notes and the other creditors of the Issuer which rank in priority thereto pursuant
to the Priorities of Payment.
Insolvency Considerations with respect to Issuers and Borrowers of Collateral Debt Securities
The Collateral Debt Securities in the Portfolio may be subject to various laws enacted for the protection of
creditors in the jurisdictions of incorporation of obligors and, if different, the jurisdictions from which the
obligors conduct their business and in which they hold their assets. These insolvency considerations will differ
depending on the country in which each obligor or its assets is located and may differ depending on whether the
obligor is a non-sovereign or a sovereign entity.
Certain Conflicts of Interest
Collateral Manager. Various potential and actual conflicts of interest may arise from the overall
investment activities of the Collateral Manager and its Affiliates. The following briefly summarises some of
these conflicts, but is not intended to be an exhaustive list of all such conflicts.
The Collateral Manager and its Affiliates may invest for their own account or for the account of others in
securities or loans that may be appropriate as security for the Notes and in doing so neither the Collateral
Manager nor any such Affiliate shall have any duty in making such investments or to act in a way that is
favourable to the interests of the Issuer or the holders of the Notes. Such investments may be the same as or
different from those made on behalf of the Issuer. The Collateral Manager may engage in negotiations leading
to the restructuring of investments held for its own account. If such investments are also held by the Issuer, in
entering into such negotiations, neither the Collateral Manager nor any of its Affiliates will have any duty to act
in any way which is favourable to the interests of the Issuer or the holders of the Notes.
The Collateral Manager and its Affiliates may also have ongoing relationships in the ordinary course of
business with companies whose securities or loans secure the Notes and may underwrite or own debt or equity
securities issued by, or loans of, obligors of Collateral Debt Securities or other obligations forming part of the
Portfolio. In addition, Affiliates and clients of the Collateral Manager may invest in securities and loans that are
senior to, or have interests different from or adverse to, the securities and loans that secure the Notes.
The Collateral Manager and its Affiliates may also serve as a general partner and/or manager of limited
partnerships or limited liability companies organised to issue collateralised debt obligations or collateralised
loan obligations secured by debt obligations. At the same time as the Collateral Manager is seeking investments
for purchase by the Issuer, the Collateral Manager or its Affiliates may simultaneously be seeking investments
for purchase by entities similar to the Issuer for which any of them act as manager or adviser (“Related
Entities”), for purchase by their clients or for purchase on their own account or that of any of their Affiliates.
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