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

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“Rule 144A Global Notes” means the Class A1B Rule 144A Global Note, the Class A2 Rule 144A Global<br />

Note, the Class B Rule 144A Global Note, the Class C Rule 144A Global Note, the Class D Rule 144A<br />

Global Note, the Class E Rule 144A Global Note, the Class N Rule 144A Global Note or (as the context<br />

may require) any of them.<br />

“Rule 144A Notes” means Notes offered for sale within the United States in reliance on Rule 144A.<br />

“Sale Proceeds” means (i) all proceeds (including accrued interest designated as Principal Proceeds by the<br />

Collateral Manager and any fees, but excluding accrued interest designated as Interest Proceeds by the<br />

Collateral Manager) received upon the sale or other realisation of any Collateral Debt Security, Eligible<br />

Investment, Collateral Enhancement Security, PIK Security or Defaulted Equity Security and (ii) any<br />

Distribution received upon liquidation of Synthetic Security Collateral (in the event that the Synthetic<br />

Security or the Synthetic Security Obligor’s security interest is terminated by the Collateral Manager acting<br />

on behalf of the Issuer or sold or assigned), net of any amounts expended by or payable by the Collateral<br />

Manager or the Collateral Administrator (on behalf of the Issuer) in connection with such sale or other<br />

realisation. To the extent such Sale Proceeds are in respect of a Sterling Collateral Debt Security or<br />

Sterling denominated Eligible Investment, such Sale Proceeds shall be determined in Sterling and to the<br />

extent such Sale Proceeds are in respect of a Euro Collateral Debt Security, a Non-Euro Collateral Debt<br />

Security, or Euro denominated Eligible Investments, such Sale Proceeds shall be determined in Euro.<br />

“Screen Rate” has the meaning given to such term in Condition 6(e)(i)(A).<br />

“Second Lien Loan” means (a) any obligation or obligations which would be a Bank Loan (excluding subparagraph<br />

(iii) thereof) except that it is subordinated to another obligation of the Obligor which has a higher<br />

priority security interest in the fixed assets or stock on which the loan is secured; or (b) a Synthetic<br />

Security, the Reference Obligation applicable to which is a second lien loan obligation of the type described<br />

in (a) above or a Participation therein, in which circumstances a Synthetic Security shall be treated as a<br />

Second Lien Loan;<br />

“Secured Participation” means a Participation in respect of which the Issuer has security over the<br />

Collateral Debt Security to which such Participation relates.<br />

“Secured Party” means each of the Noteholders, each Agent, the Account Bank, the Collateral<br />

Administrator, the Collateral Manager, the Custodian, each Hedge Counterparty, the <strong>Capital</strong> Commitment<br />

Registrar, the Liquidity Facility Provider, the Initial Purchaser, the Trustee on behalf of itself and any<br />

receiver appointed by the Trustee pursuant to the Trust Deed.<br />

“Securities Act” means the U.S. Securities Act of 1933, as amended.<br />

“Securities Lending Account” means the interest bearing account in the name of the Issuer held with the<br />

Account Bank into which all Securities Lending Collateral is to be deposited.<br />

“Securities Lending Agent” means any person having the regulatory capacity to conduct securities<br />

business in The Netherlands appointed by the Collateral Manager on behalf of the Issuer, to enter into<br />

securities lending arrangements which are the subject of a Rating Agency Confirmation.<br />

“Securities Lending Agreement” means a securities lending agreement substantially in the format of the<br />

“Overseas Securities Lender’s Agreement” scheduled to the Collateral Management Agreement entered<br />

into between the Issuer and a Securities Lending Counterparty from time to time; provided however that<br />

Fitch shall have the opportunity of prior review of any such agreement.<br />

“Securities Lending Collateral” means any cash and/or securities of any one or more Qualifying Countries<br />

with a maturity of five years or less delivered to the Issuer as collateral for the obligations of a Securities<br />

Lending Counterparty under a Securities Lending Agreement, provided that such securities shall not be<br />

Dutch Ineligible Securities.<br />

“Securities Lending Counterparty” means any counterparty to a Securities Lending Agreement with the<br />

Issuer with a short term debt rating or a guarantor with such rating of at least “F1” from Fitch and “A-1+”<br />

from S&P and a long term rating of at least “A+” from Fitch, provided that, to the extent required, such<br />

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