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

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

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Interest Rate Risk<br />

The Rated Notes (other than the Class A1A Notes), Euro Drawings under the Class A1A Notes and any<br />

Class A1B Refinancing Notes bear interest at a rate based on the Applicable EURIBOR and Sterling Drawings<br />

under the Class A1A Notes bear interest at a rate based on the Class A1A LIBOR.<br />

The aggregate principal amount of the floating rate Notes and the amount outstanding under the Class A1A<br />

Notes are not exactly equal to the aggregate principal amount of floating rate Collateral Debt Securities, nor is<br />

the basis of computation of such respective floating rates the same, nor is the timing of payments of such<br />

respective floating rate notes the same.<br />

Accordingly, the Notes are subject to interest rate risk to the extent that there is an interest rate mismatch<br />

between (a) the aggregate principal amount of the floating rate Notes and the amount outstanding under the<br />

Class A1A Notes, and the aggregate principal amount of floating rate Collateral Debt Securities or (b) different<br />

interest rate bases used as the basis for calculating interest on a Rated Note or the Class A1A Notes and any<br />

floating rate Collateral Debt Security.<br />

The Notes are also subject to a timing mismatch between the floating rate Notes and the underlying<br />

Collateral Debt Securities as the interest rates on Collateral Debt Securities may adjust more frequently or less<br />

frequently, on different dates and based on different indices than the interest on the floating rate Notes. It is<br />

expected that the Liquidity Facility will be used to mitigate the effects of any such timing mismatches.<br />

However, no assurance can be given that the notional amount of the Liquidity Facility will be sufficient to cover<br />

the full extent of these timing mismatches.<br />

In addition, any payments of principal of or interest on Collateral Debt Securities received during a Due<br />

Period and not invested in other Collateral Debt Securities will generally be reinvested in Eligible Investments<br />

maturing not later than the Determination Date immediately preceding the next Payment Date. There is no<br />

requirement that Eligible Investments bear interest at the Applicable EURIBOR or as the case may be, Class<br />

A1A LIBOR, and the interest rates available for Eligible Investments are inherently uncertain.<br />

As a result of these mismatches, a change in the level of EURIBOR or as the case may be, LIBOR or other<br />

floating rate indices could adversely impact the ability of the Issuer to make payments on the Notes (including<br />

by reason of a decline in the value of previously issued fixed rated Collateral Debt Securities as interest rates<br />

increase).<br />

The Issuer has not entered into interest rate swap agreements or interest rate cap agreements to reduce the<br />

impact of the interest rate mismatches which might otherwise arise. No interest hedge transactions are required<br />

by the Rating Agencies as determined by their multiple stress scenarios. Therefore, the Class N Notes may bear<br />

more interest rate risk than the Rated Notes.<br />

There can be no assurance that the Collateral Debt Securities and Eligible Investments will in all<br />

circumstances generate sufficient Interest Proceeds to make timely payments of interest on the Notes or to<br />

ensure any particular return. Because interest on the Notes is payable from Interest Proceeds, there can be no<br />

assurance that the yield on such Notes will not be adversely affected.<br />

Currency Risk<br />

The Notes (other than the Class A1A Notes) are obligations of the Issuer denominated in Euro and the Class<br />

A1A Notes are obligations of the Issuer denominated in Euro and Sterling. The Issuer will be able to acquire<br />

Collateral Debt Securities denominated in Euro and Sterling and in non-Euro currencies, provided that such<br />

Non-Euro Collateral Debt Securities are the subject of an Asset Swap Transaction. The Issuer, subject to<br />

Condition 3(c) (Priorities of Payment), will use Sterling Interest Proceeds and Sterling Principal Proceeds to pay<br />

its liabilities under the Class A1A Notes denominated in Sterling and Euro Interest Proceeds and Euro Principal<br />

Proceeds to pay its liabilities under the Notes and the Class A1A Notes denominated in Euro. On the Issue<br />

Date, the Issuer also purchased Sterling call options pursuant to the Initial Hedge Agreement. To the extent that<br />

there are excess proceeds denominated in one currency, and the Issuer does not have sufficient amounts in the<br />

other currency to pay its liabilities, then in accordance with the Priorities of Payment and the provisions of<br />

Condition 3(c)(v) (FX Conversion), the Issuer may convert such excess proceeds into the required currency at<br />

the Spot Rate to pay such liabilities. In addition, if the Collateral Manager on behalf of the Issuer exercises the<br />

Sterling call options, the Issuer may receive Sterling amounts to meet its Sterling liabilities. Therefore, the<br />

Noteholders may suffer a risk that Euro Interest Proceeds and Euro Principal Proceeds which may have been<br />

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