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

(a) save in respect of any redemption of the Notes pursuant to Condition 7(b) (Optional Redemption) and
prior to enforcement of the security over the Collateral in accordance with Condition 11 (Enforcement),
in respect of any Payment Date in the case of Interest Proceeds, the priorities of payment set out in
Condition 3(c)(i) (Application of Interest Proceeds on Payment Dates) or, in the case of Principal
Proceeds, the priorities of payment set out in Condition 3(c)(iii) (Application of Principal Proceeds on
Payment Dates);
(b) in the event of any redemption of the Notes pursuant to Condition 7(b) (Optional Redemption) and on
and following enforcement of the security over the Collateral in accordance with Condition 11
(Enforcement), the priorities of payment set out in Condition 11 (Enforcement); and
(c) save in respect of any redemption of the Notes prior to enforcement of the security over the Collateral
in accordance with Condition 11 (Enforcement), in the case of Interest Proceeds, other than on any
Payment Date, the priorities of payment set out in Condition 3(c)(ii) (Application of Interest Proceeds
between Payment Dates) or, in the case of Principal Proceeds, the priorities of payment set out in
Condition 3(c)(iv) (Application of Principal Proceeds between Payment Dates).
“Priority Category Recovery Rate” means the Fitch Priority Category Recovery Rate and/or the S&P
Priority Category Recovery Rate each as defined in the Collateral Administration Agreement.
“Proceedings” has the meaning given to it in Condition 18(b) (Jurisdiction).
“Qualified Purchaser” means a Person who is a qualified purchaser as defined in Section 2(a)(51) of the
Investment Company Act 1940, as amended, and the rules thereunder.
“Qualifying Country” shall have the meaning given to such term in the Collateral Management
Agreement.
“QIB” or “Qualified Institutional Buyer” means a Person who is a “qualified institutional buyer” as
defined in Rule 144A.
“Quotation Date” shall have the meaning given to such term in the Class A1A Note Purchase Agreement.
“Ramp-Up Period” means the period from and including the Issue Date to and including the Target Date.
“Rated Notes” means, so long as any Notes of the relevant Class remain Outstanding, the Senior Notes, the
Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.
“Rating Agencies” means each of Fitch and S&P or, if at any time Fitch or S&P ceases to provide rating
services, any other nationally recognised investment rating agency selected by the Issuer, and reasonably
satisfactory to the Trustee (a “Replacement Rating Agency”). In the event that at any time a Rating
Agency is replaced by a Replacement Rating Agency pursuant to this definition, references to rating
categories of the original Rating Agency in these Conditions, the Trust Deed, the Collateral Management
Agreement, the Collateral Administration Agreement and any other Transaction Document shall be deemed
instead to be references to the equivalent categories of the relevant Replacement Rating Agency as of the
most recent date on which such Replacement Rating Agency published ratings for the type of security in
respect of which such Replacement Rating Agency is used as determined by the Issuer.
“Rating Agency Confirmation” means consent in writing from Fitch or S&P (as applicable) that a
proposed action will not cause the downgrade or withdrawal of its then current rating of the Senior Notes or
any other Class of Rated Notes.
“Rating Requirement” means:
(a) in the case of the Liquidity Facility Provider, a short term senior unsecured debt rating of at least “F1”
by Fitch and “A-1” by S&P;
(b) in the case of the Account Bank and the Principal Paying Agent, a short term senior unsecured debt
rating of at least “F1” by Fitch and “A-1+” by S&P;
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