07.03.2014 Views

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

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

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

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Termination Amount. The payment of this amount may impact adversely on the holders of the Class N Notes<br />

due to the leveraged nature of the Class N Notes.<br />

Initial Purchaser. The Initial Purchaser or any of its Affiliate (or one or more accounts or conduits<br />

managed by the Initial Purchaser or its Affiliates) may hold Notes of any Class from time to time subject to the<br />

restrictions contained in the same. Affiliates of the Initial Purchaser or the Initial Purchaser may also be a Class<br />

A1A Noteholder and the Liquidity Facility Provider.<br />

One or more of the Initial Purchaser and its Affiliates may also act as counterparty with respect to one or<br />

more Synthetic Securities, Hedge Agreement or Participations.<br />

Certain of the Collateral Debt Securities in the Portfolio may consist of obligations of obligors or issuers for<br />

which the Initial Purchaser or an Affiliate of the Initial Purchaser has acted as underwriter, agent, placement<br />

agent or dealer or for which an Affiliate of the Initial Purchaser has acted as lender or provided other<br />

commercial or investment banking services. The Issuer may purchase some of the Collateral Debt Securities<br />

from the Initial Purchaser and its Affiliates, but only to the extent the Collateral Manager determines that such<br />

purchases are consistent with the investment guidelines and objectives of the Issuer and the restrictions<br />

contained in the Collateral Management Agreement. In any event, all purchases of Collateral Debt Securities in<br />

the Portfolio from such entities are required to be on an arms’ length basis.<br />

The Initial Purchaser and its Affiliates are actively engaged in transactions in the same securities or loans in<br />

which the Issuer may invest. Such transactions may be different from those made on behalf of the Issuer.<br />

Subject to applicable law, the Initial Purchaser and its Affiliates may purchase or sell the securities of, or<br />

otherwise invest in or finance or provide investment banking, advisory and other services to companies, in<br />

which the Issuer has an interest. The Initial Purchaser and its Affiliates may also have proprietary interests in,<br />

and may manage or advise other accounts or investment funds that have investment objectives similar or<br />

dissimilar to those of the Issuer and/or which engage in transactions in, the same types of securities as the Issuer.<br />

As a result, the Initial Purchaser and its Affiliates may possess information relating to obligors on or issuers of<br />

Collateral Debt Securities which is not known to the Collateral Manager. None of the Initial Purchaser nor its<br />

Affiliates is under any obligation to share any investment opportunity, idea or strategy with the Collateral<br />

Manager or the Issuer. As a result, the Initial Purchaser and its Affiliates may compete with the Issuer for<br />

appropriate investment opportunities and is under no duty or obligation to share such investment opportunities<br />

with the Issuer.<br />

The Issuer may also invest in the securities of companies affiliated with the Initial Purchaser or in which the<br />

Initial Purchaser has an equity or participation interest. The purchase, holding and sale of such investments by<br />

the Issuer may enhance the profitability of the Initial Purchaser’s own investments in such companies.<br />

Projections, Forecasts and Estimates<br />

Any projections, forecasts and estimates contained herein are forward looking statements and are based<br />

upon certain assumptions that the Collateral Manager considers reasonable. Projections are necessarily<br />

speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will<br />

not materialise or will vary significantly from actual results. Accordingly, the projections are only an estimate.<br />

Actual results are likely to vary from the projections, and the variations may be material.<br />

Some important factors that could cause actual results to differ materially from those in any forward<br />

looking statements include changes in interest rates, currency exchange rate, market, financial or legal<br />

uncertainties, the timing of acquisitions of Collateral Debt Securities in the Portfolio, differences in the actual<br />

allocation of the Collateral Debt Securities among asset categories from those assumed, the timing of<br />

acquisitions of the Collateral Debt Securities, mismatches between the timing of accrual and receipt of Interest<br />

Proceeds and Principal Proceeds from the Collateral Debt Securities in the Portfolio (particularly during the<br />

Ramp-Up Period), defaults under Collateral Debt Securities in the Portfolio and the effectiveness of the Hedge<br />

Agreements, among others. Consequently, the inclusion of projections herein should not be regarded as a<br />

representation by the Issuer, the Collateral Manager, the Trustee, the Initial Purchaser or any of their respective<br />

Affiliates or any other person or entity of the results that will actually be achieved by the Issuer.<br />

None of the Issuer, the Collateral Manager, the Trustee, the Initial Purchaser, any of their respective<br />

Affiliates or any other person has any obligation to update or otherwise revise any projections, including any<br />

revisions to reflect changes in economic conditions or other circumstances arising after the date hereof or to<br />

reflect the occurrence of unanticipated events, even if the underlying assumptions do not come to fruition.<br />

42

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!