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

(c) in the case of a Hedge Counterparty (or if applicable, a guarantor of such Hedge Counterparty), a short
term senior unsecured debt rating of at least “F1” by Fitch and “A-1+” by S&P and a long term senior
unsecured debt rating of at least “A+” by Fitch;
(d) in the case of any Class A1A Noteholder (or if applicable, a guarantor of such Class A1A Noteholder),
(i) a short term senior unsecured debt rating of at least “F1” by Fitch and a long term senior secured
debt rating of at least “A+” by Fitch; and (ii) if such Class A1A Noteholder is a financial institution, a
short term issuer credit rating of at least “A-1” by S&P; or if such Class A1A Noteholder is a conduit, a
short term issuer credit rating of at least “A-1+” by S&P unless the liquidity facility provider of such
conduit co-signs the form of Transfer Certificate as set out in Schedule 3 to the Class A1A Note
Purchase Agreement, in which case such conduit must have a short term issuer credit rating of at least
“A-1” by S&P; and
(e) in the case of any Custodian, a short term senior unsecured debt rating of at least “F1” by Fitch and “A-
1” by S&P and a long term senior unsecured debt rating of at least “A+” by Fitch,
in each case, for so long as the Rating Agencies have assigned a rating to the Rated Notes and where the
requirements stated above are not satisfied, Rating Agency Confirmation is received with respect to such
party.
“Record Date” has the meaning given thereto in Condition 8(a) (Method of Payment).
“Recovery Percentage” applicable to (a) a Non-Performing Security means the lower of (i) the lower of
the Fitch and S&P’s Priority Category Recovery Rate; and (ii) the current Market Value; and (b) a Long
Dated Security or a Current Pay Obligation with a Market Value of less than 80 per cent. means the lower
of the recovery rate assigned to such security by Fitch and S&P; and (c) a CCC Security means the lower of
(i) the lower of the recovery rate assigned to such security by Fitch and S&P and (ii) the current Market
Value.
“Redemption Date” means each date specified for a redemption of the Notes of a Class in full pursuant to
Condition 7 (Redemption) or the date on which the Notes of such Class are accelerated pursuant to
Condition 10 (Events of Default), or in each case, if such day is not a Business Day the next following
Business Day.
“Redemption Determination Date” has the meaning given thereto in Condition 7(b)(ii) (Conditions to
Optional Redemption at the Option of the Class N Noteholders).
“Redemption Notice” means a redemption notice in the form available from any of the Transfer Agents
which has been duly completed by a Noteholder and which specifies, amongst other things, the applicable
Redemption Date.
“Redemption Price” means, when used with respect to:
(a) any Class A Note (other than the Class A1A Notes), Class B Note, Class C Note, Class D Note or Class
E Note, 100 per cent. of the outstanding principal amount of such Note to be redeemed, together with
interest accrued thereon to the date of redemption;
(b) the Class A1A Notes, 100 per cent. of the Total Outstandings under the Class A1A Notes, together
with the Interest Amounts accrued thereon (including the Class A1A Increased Margin) to the date of
repayment and any amounts due and payable by the Issuer in respect of the Commitment Fee and the
Break Costs; and
(c) any Class N Note, such Class N Note’s pro rata share (based on the percentage which the outstanding
principal amount of such Class N Note bears to the aggregate principal amount of all Class N Notes
Outstanding immediately prior to such redemption) of the aggregate proceeds of liquidation of the
Collateral or realisation of the security thereover in such circumstances, remaining following
application thereof in accordance the Priorities of Payment, after satisfaction in full of the Redemption
Threshold Amount.
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