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

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(a) is a Business Day;<br />

(b) is or falls after the relevant due date for payment or, if the due date is not or was not a Business Day in<br />

The Netherlands, is or falls after the next following Business Day which is a business day in The<br />

Netherlands; and<br />

(c) is a Business Day in the place in which the account specified by the payee is open.<br />

“Principal Balance” means, with respect to any Collateral Debt Security, Eligible Investment or any<br />

Defaulted Equity Security, as of any date of determination, the outstanding principal amount thereof<br />

(excluding any capitalised interest accruing after the purchase of such Collateral Debt Security); provided,<br />

however, that:<br />

(a) the Principal Balance of any Defaulted Equity Security shall be deemed to be zero;<br />

(b) unless otherwise specified, the Principal Balance of:<br />

(i)<br />

(ii)<br />

any Collateral Debt Security received upon acceptance of an Offer for another Collateral Debt<br />

Security which Offer expressly states that failure to accept such Offer may result in a default<br />

under the Collateral Debt Security or applicable Underlying Instruments; or<br />

any Collateral Debt Security which is or has become a Non-Performing Security,<br />

shall be the lesser of its Market Value and the applicable Recovery Percentage multiplied by the principal<br />

balance of each such Collateral Debt Security;<br />

(c) the Principal Balance of any Collateral Debt Security that is a Synthetic Security or a Participation or<br />

Collateral Debt Security loaned pursuant to a Securities Lending Agreement shall be deemed to be the<br />

principal or notional amount of such Synthetic Security or Participation or Collateral Debt Security<br />

loaned pursuant to a Securities Lending Agreement (in the case of a Synthetic Security, as reduced<br />

from time to time in accordance with the terms thereof including as a result of the occurrence of any<br />

“credit event” thereunder) unless either (i) the Collateral Manager or the Rating Agencies determines<br />

otherwise and the Rating Agencies confirm that such determination will not adversely affect the ratings<br />

assigned to the Senior Notes and the other Rated Notes; or (ii) if the Reference Obligation or<br />

underlying Collateral Debt Security in respect thereof is a Collateral Debt Security which falls within<br />

(a) and (b) above, in which event the Principal Balance shall be deemed to be zero until such time as<br />

Interest Proceeds or Principal Proceeds, as applicable, are received in cash when due with respect to<br />

such Collateral Debt Security;<br />

(d) the Principal Balance of any PIK Security will include any amount of such PIK Security representing<br />

previously deferred or capitalised interest (excluding any deferred interest which has been capitalised<br />

and/or accrued up to the date of acquisition thereof);<br />

(e) the Principal Balance of any cash shall be the amount of such cash; and<br />

(f)<br />

the Principal Balance of a Non-Euro Collateral Debt Security the subject of an Asset Swap Transaction<br />

shall be an amount equal to the notional amount of such Asset Swap Transaction.<br />

The Principal Balance of a Sterling Collateral Debt Security shall be converted into Euro at the Issue Date<br />

Spot Rate and the Principal Balance of a Non-Euro Collateral Debt Security shall be converted into Euro at<br />

the Asset Swap Transaction <strong>Exchange</strong> Rate, provided that for the purposes of calculating the Coverage<br />

Tests, the Reinvestment OC Test and any Collateral Quality Test, the Principal Balance of a Sterling<br />

Collateral Debt Security shall be converted into Euro at the Spot Rate.<br />

“Principal Collection Account” means Euro account so named of the Issuer held with the Account Bank<br />

into which Euro Principal Proceeds are to be paid.<br />

“Principal Proceeds” means the Euro Principal Proceeds and the Sterling Principal Proceeds.<br />

“Priorities of Payment” means:<br />

82

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