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

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(a) the aggregate principal balance of the Collateral Debt Securities;<br />

(b) the aggregate principal balance standing to the credit of the Principal Collection Account, the Initial<br />

Proceeds Account, the Additional Collateral Account and the Euro Principal Reserve Account;<br />

(c) the aggregate principal balance standing to the credit of the Sterling Principal Account and the Sterling<br />

Additional Collateral Account converted into Euro at the Spot Rate; and<br />

(d) the aggregate of the principal balance of all Eligible Investments purchased by the Issuer with the<br />

Principal Proceeds or Uninvested Proceeds.<br />

“<strong>Exchange</strong> Act” means the United States Securities <strong>Exchange</strong> Act of 1934, as amended.<br />

“Extraordinary Resolution” means, in relation to any Class of Noteholders, a resolution passed at a<br />

meeting of such Class of Noteholders duly convened and held in accordance with the Trust Deed by a<br />

majority of the votes cast.<br />

“Fitch” means Fitch Ratings Ltd. and its subsidiaries including Derivative Fitch, Inc. and Derivative Fitch<br />

Ltd. and a successor or successors thereto.<br />

“Fitch Rating” has the meaning given to it in the Collateral Administration Agreement.<br />

“Form-Approved Hedge” means any Asset Swap Transaction or any other Hedge Transaction in the form<br />

of a Hedge Agreement, the subject of a previous Rating Agency Confirmation save for:<br />

(a) the amount and timing of initial and/or periodic payments, the notional amount, the effective date<br />

and/or the termination date;<br />

(b) the identity of the Hedge Counterparty; and<br />

(c) other inconsequential and immaterial changes which have been previously notified to the Rating<br />

Agencies in writing,<br />

and “Form-Approved Hedges” means any of them.<br />

“Further Issue Notes” has the meaning ascribed thereto in Condition 17 (Further Issues).<br />

“GBP-LIBOR-BBA” means the rate which appears on display page 3750 on Telerate Rate Monitor (or<br />

such other page as may replace that page on that service), or such other service as may be nominated as the<br />

information vendor, for the purposes of displaying rates for deposits in Sterling.<br />

“Global Note” means any of the Class A1B Global Notes, the Class A2 Global Notes, the Class B Global<br />

Notes, the Class C Global Notes, the Class D Global Notes, the Class E Global Notes and the Class N<br />

Global Notes.<br />

“Hedge Agreement” means each 1992 ISDA Master Agreement (Multicurrency Cross Border), together<br />

with the schedules, confirmations and any annexes relating thereto, entered into between the Issuer and a<br />

Hedge Counterparty from time to time evidencing one or more Hedge Transactions, the subject of a Rating<br />

Agency Confirmation or where Rating Agency Confirmation is not obtained, is a Form-Approved Hedge,<br />

as amended, supplemented or replaced from time to time and including any guarantee thereof and any credit<br />

support document entered into pursuant to the terms thereof and including any Replacement Hedge<br />

Agreement entered into in replacement thereof, and “Hedge Agreements” means, as the context may<br />

require, any or all of them and, for the avoidance of doubt, includes the Initial Hedge Agreement and any<br />

guarantee or credit support annexes provided pursuant to the Initial Hedge Agreement.<br />

“Hedge Counterparty” means each financial institution which meets with the Rating Requirement and<br />

which has, as a matter of Dutch law, the regulatory capacity to enter into derivatives transactions with<br />

Dutch residents with which the Issuer enters into a Hedge Agreement the subject of a Rating Agency<br />

Confirmation or where Rating Agency Confirmation is not obtained, is a Form-Approved Hedge or, upon<br />

any termination of any Hedge Agreement with such counterparty and replacement thereof by the Collateral<br />

73

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