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

Lending Agreement has occurred and is continuing; provided that in no event shall Euro Interest Proceeds
include the €20,000 of capital contributed to the Issuer by the owners of the Issuer’s ordinary shares in
accordance with the Issuer’s Articles of Incorporation. Any determination of the aggregate amount of Euro
Interest Proceeds with respect to any day during a Due Period will include all Euro Interest Proceeds
received by the Issuer from and including the first day of the related Due Period to and including such date
of determination and amounts of Euro Interest Proceeds in respect of a Due Period shall be determined so
that amounts already included or included in respect of a prior Due Period are not included more than once.
“Euro Liquidity Payment Account” means the interest bearing account denominated in Euro so named of
the Issuer held with the Account Bank established as required pursuant to the terms of the Liquidity Facility
Agreement.
“Euro Payment Account” means the account so named of the Issuer held with the Account Bank (a) into
which amounts denominated in Euro shall be transferred by the Collateral Administrator on the Business
Day prior to each Payment Date out of (to the extent applicable) the other relevant Accounts; and (b) out of
which the amounts denominated in Euro is required to be paid on each Payment Date, each as provided
pursuant to the Priorities of Payment, shall be paid.
“Euro Principal Proceeds” means, with respect to any Due Period, the sum (without duplication) of:
(a) all payments of principal (including prepayments) received in cash by the Issuer during the related Due
Period on the Euro Collateral Debt Securities purchased by the Issuer and any Euro denominated
Eligible Investments (other than (i) Uninvested Proceeds (ii) the amounts referred to in paragraph (c) of
the definition of Euro Interest Proceeds and (iii) Trading Gains designated as Euro Interest Proceeds by
the Collateral Manager);
(b) all payments of interest received in cash by the Issuer during the related Due Period on the Euro
Collateral Debt Securities purchased by the Issuer and any Euro denominated Eligible Investments to
the extent such payments constitute proceeds from accrued interest purchased with Euro Principal
Proceeds, Uninvested Proceeds or with amounts drawn under the Class A1A Notes;
(c) with respect to the Due Period during which the last day of the Reinvestment Period occurs, any
Uninvested Proceeds on deposit in the Principal Collection Account or invested in Euro denominated
Eligible Investments on the last day of the Reinvestment Period;
(d) all disposal proceeds received by the Issuer during the related Due Period in respect of Euro Collateral
Debt Securities purchased by the Issuer, including without limitation amounts received in respect of
original issue or market discount, but excluding accrued interest constituting “Euro Interest
Proceeds” under paragraphs (a) or (b) of the definition of “Euro Interest Proceeds” and excluding
fees and commissions of the type referred to in paragraph (e) below;
(e) all facility or other up front fees or other similar fees payable to the Issuer in relation to a Euro
Collateral Debt Security (save for those set out in paragraph (k) below and under paragraph (e) of the
definition of “Euro Interest Proceeds”);
(f)
all call, redemption and prepayment premiums received in cash by the Issuer during such Due Period
on the Euro Collateral Debt Securities purchased by the Issuer and any Euro denominated Eligible
Investments;
(g) Uninvested Proceeds outstanding on the last Business Day of the Due Period, ending immediately prior
to the Payment Date falling after the Target Date if a Target Date Rating Downgrade has occurred and
is continuing;
(h) all interest accrued received in cash realised by the Issuer on any Euro Collateral Debt Security to the
date of acquisition thereof by the Issuer and purchased with Euro Principal Proceeds, Uninvested
Proceeds or with amounts drawn under the Class A1A Notes;
(i)
any other amounts received in Euro (including, without limitation, recovery receipts) by the Issuer
during the relevant Due Period which are not included in the definition of “Euro Interest Proceeds”
and, in the case of the issue of any Class A1B Refinancing Notes or Further Issue Notes issued on or
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