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

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“Special Debt Security” means (i) a Senior Unsecured Loan or Subordinated Unsecured Loan; and (ii) any<br />

other obligation or security (not being a Dutch Ineligible Security) for which the Issuer has obtained Rating<br />

Agency Confirmation, including in each case, a Synthetic Security whose Reference Obligation is a senior<br />

or subordinated unsecured loan obligation similar to the foregoing other than:<br />

(a) a Bank Loan;<br />

(b) a Mezzanine Loan;<br />

(c) a Second Lien Loan; and<br />

(d) a <strong>CLO</strong> Security.<br />

“Spot Rate” means with respect to any conversion of Sterling into Euro or, as the case may be, of Euro into<br />

Sterling, the relevant spot rate of exchange quoted by the Collateral Administrator on the date of<br />

calculation.<br />

“Stand-by Account” means each of the account(s) so named of the Issuer as may be established with the<br />

Account Bank from time to time for each Class A1A Noteholder who does not meet the Rating<br />

Requirement pursuant to the terms of the Class A1A Note Purchase Agreement.<br />

“Stand-by Liquidity Account” means each of (a) the interest bearing account denominated in Euro so<br />

named of the Issuer to be established with the Account Bank pursuant to the terms of the Liquidity Facility<br />

Agreement and (b) the interest bearing account denominated in Sterling which may be established in the<br />

name of the Issuer held with the Account Bank pursuant to the terms of the Liquidity Facility Agreement.<br />

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and any successor or<br />

successors thereto.<br />

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

“Stated Maturity” means, with respect to any Collateral Debt Security or Note, the date specified in such<br />

obligation as the fixed date on which the final payment or repayment of principal of such obligation is due<br />

and payable or, if such date is not a Business Day, the next following Business Day.<br />

“Sterling Accounts” means the Sterling Interest Account, the Sterling Principal Account, the Sterling<br />

Additional Collateral Account, the Sterling Payment Account, the Sterling Liquidity Payment Account and<br />

the Sterling Expense Account.<br />

“Sterling Additional Collateral Account” means the Sterling account so named of the Issuer held with the<br />

Account Bank, amounts standing to the credit of which, subject to certain conditions, may be used to<br />

purchase Additional Collateral Debt Securities during the Reinvestment Period.<br />

“Sterling Collateral Debt Security” means a Collateral Debt Security denominated in Sterling and for the<br />

avoidance of doubt, “Sterling Collateral Debt Security” does not include a Non-Euro Collateral Debt<br />

Security which is denominated in Sterling.<br />

“Sterling Drawings” has the meaning ascribed thereto in the Class A1A Note Purchase Agreement.<br />

“Sterling Expense Account” means the Sterling account so named of the Issuer held with the Account<br />

Bank, amounts standing to the credit of which may be used to fund certain expenses arising between<br />

Payment Dates.<br />

“Sterling Funding Mismatch” means on any Determination Date or any other date of calculation, the<br />

greater of (a) zero; and (b) the aggregate principal amount outstanding of any Sterling Drawings on such<br />

Determination Date less the sum of (i) the aggregate Principal Balance of all Sterling Collateral Debt<br />

Securities on such Determination Date and (ii) the Sterling Principal Proceeds (excluding any amounts paid<br />

by the Initial Hedge Counterparty to the Issuer pursuant to the Initial Hedge Agreement) standing to the<br />

credit of the Sterling Principal Account on such Determination Date.<br />

89

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