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

credit institution) are rated “F1+” and “A-1+” by Fitch and S&P respectively or are otherwise acceptable to
the Rating Agencies and, in either case, denominated in the same currency as the cash which is used to
purchase the relevant Eligible Investment and (z) are investments (A) that are treated as indebtedness for
U.S. federal income tax purposes and are not United States real property interests as defined under Section
897 of the Code, or the Issuer has received advice or an opinion of a nationally recognised U.S. tax counsel
experienced in such matters to the effect that the ownership, enforcement or disposition of which will not
cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal
income tax purposes, or otherwise subject the Issuer to U.S. federal income tax on a net income tax basis,
(B) that are acquired, and held in a manner that does not violate the investment restrictions set forth in the
Collateral Management Agreement, (C) that shall not be subject to deduction or withholding for or on
account of any withholding or similar tax unless the payor is required to make “gross up” payments that
ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against
such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such
deduction or withholding been required, and (D) the payment of interest on such Eligible Investment will
not be subject to any deduction or withholding for or on account of United Kingdom tax.
“Emerging Market Issuer” means (i) a sovereign or non-sovereign issuer located in a country that is in
Latin America, Asia, Africa, Eastern Europe or the Caribbean, other than an issuer located in Japan or
Singapore, or an issuer of a CLO Security that is a special purpose vehicle organised under the laws of the
Cayman Islands, Jersey, Guernsey, Bermuda or The Netherlands Antilles; or (ii) a sovereign or nonsovereign
issuer located in a country that is rated below “A-” by Fitch and below “AA” by S&P (other than
Greece, Italy or any other country consented to by the Rating Agencies).
“Enforcement Notice” has the meaning ascribed thereto in Condition 11(c) (Acceleration).
“Equity Kicker” means any equity security or any other security that is not eligible for purchase by the
Issuer but is received with respect to a Collateral Debt Security or purchased as part of a “unit” with a
Collateral Debt Security.
“Equity Security” means any (a) Equity Kicker, (b) Defaulted Equity Security and (c) other equity security
that does not entitle the holder thereof to receive periodic payments of interest and one or more instalments
of principal, including those received by the Issuer as a result of the exercise or conversion of an Equity
Kicker or other convertible or exchangeable Collateral Debt Security, provided that it is not a Dutch
Ineligible Security.
“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“EURIBOR” means the Euro zone Interbank Offered Rate.
“Euroclear Pledged Account” means the pledged account held by the Custodian in Euroclear in which the
securities which are the subject of a commercial pledge pursuant to the Euroclear Pledge Agreement are
held.
“Euro Collateral Debt Security” means a Collateral Debt Security denominated in Euro and, for the
purposes of the Eligibility Criteria, the Reinvestment Criteria, the Additional Reinvestment Criteria, the
Coverage Tests, the Reinvestment OC Test and the Collateral Quality Tests, if not specified otherwise,
“Euro Collateral Debt Security” shall include a reference to any Non-Euro Collateral Debt Security.
“Euro Drawings” has the meaning ascribed thereto in the Class A1A Note Purchase Agreement.
“Euro Expense Account” means the Euro account so named of the Issuer held with the Account Bank,
amounts standing to the credit of which may be used to fund certain expenses arising between Payment
Dates.
“Euro Interest Proceeds” means with respect to any Due Period (without duplication) the sum of:
(a) all payments of interest received in cash by the Issuer during the related Due Period on the Euro
Collateral Debt Securities and Euro denominated Eligible Investments purchased by the Issuer (other
than interest accrued on Euro Collateral Debt Securities purchased by the Issuer to the date of
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