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

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Hedge Counterparty pursuant to paragraph (d) above, amounts received by the Issuer from the Initial Hedge<br />

Counterparty pursuant to an Initial Hedge Agreement, provided that in no event shall Sterling Interest<br />

Proceeds include the €20,000 of capital contributed to the Issuer by the owners of the Issuer’s ordinary<br />

shares in accordance with the Issuer’s Articles of Incorporation. Any determination of the aggregate<br />

amount of Sterling Interest Proceeds with respect to any day during a Due Period will include all Sterling<br />

Interest Proceeds received by the Issuer from and including the first day of the related Due Period to and<br />

including such date of determination and amounts of Sterling Interest Proceeds in respect of a Due Period<br />

shall be determined so that amounts already included in respect of a prior Due Period are not included more<br />

than once.<br />

“Sterling Liquidity Payment Account” means the interest bearing account denominated in Sterling so<br />

named of the Issuer held with the Account Bank established as required pursuant to the terms of the<br />

Liquidity Facility Agreement.<br />

“Sterling Payment Account” means the account so named of the Issuer held with the Account Bank (a)<br />

into which amounts denominated in Sterling shall be transferred by the Collateral Administrator on the<br />

Business Day prior to each Payment Date out of (to the extent applicable) the other relevant Accounts; and<br />

(b) out of which the amounts denominated in Sterling is required to be paid on each Payment Date, each as<br />

provided pursuant to the Priorities of Payment, shall be paid.<br />

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

Bank into which all Sterling Principal Proceeds are to be paid.<br />

“Sterling Principal Proceeds” means with respect to any Due Period, the sum (without duplication) of:<br />

(a) all payments of principal (including prepayments) received in cash by the Issuer during the related Due<br />

Period on the Sterling Collateral Debt Securities purchased by the Issuer and any Sterling denominated<br />

Eligible Investments (other than (i) Uninvested Proceeds, (ii) the amounts referred to in paragraph (c)<br />

of the definition of Sterling Interest Proceeds and (iii) Trading Gains designated as Sterling Interest<br />

Proceeds by the Collateral Manager);<br />

(b) all payments of interest received in cash by the Issuer during the related Due Period on the Sterling<br />

Collateral Debt Securities purchased by the Issuer and any Sterling denominated Eligible Investments<br />

to the extent such payments constitute proceeds from accrued interest purchased with Sterling Principal<br />

Proceeds or with amounts drawn under the Class A1A Notes;<br />

(c) all disposal proceeds received by the Issuer during the related Due Period in respect of Sterling<br />

Collateral Debt Securities purchased by the Issuer and Sterling denominated Eligible Investments,<br />

including without limitation, amounts received in respect of original issue or market discount, but<br />

excluding accrued interest constituting “Sterling Interest Proceeds” under paragraphs (a) or (b) of the<br />

definition of “Sterling Interest Proceeds” and excluding fees and commissions of the type referred to<br />

in paragraph (d) below;<br />

(d) all facility or other up front fees or other similar fees payable to the Issuer in relation to a Sterling<br />

Collateral Debt Security (save for those set out in paragraph (i) below and paragraph (e) of the<br />

definition of “Sterling Interest Proceeds”);<br />

(e) all call, redemption and prepayment premiums received in cash by the Issuer during such Due Period<br />

on the Sterling Collateral Debt Securities purchased by the Issuer and any Sterling denominated<br />

Eligible Investments;<br />

(f)<br />

all interest accrued received in cash realised by the Issuer on any Sterling Collateral Debt Security to<br />

the date of acquisition thereof by the Issuer and purchased with Sterling Principal Proceeds or with<br />

amounts drawn under the Class A1A Notes;<br />

(g) any other amounts received in Sterling (including, without limitation, recovery receipts but excluding<br />

any proceeds from the termination of any Hedge Agreements) by the Issuer during the relevant Due<br />

Period which are not included in the definition of “Sterling Interest Proceeds” and including for the<br />

avoidance of doubt, any Sterling amounts received by the Issuer from the Initial Hedge Counterparty<br />

pursuant to any Initial Hedge Agreement during the related Due Period;<br />

91

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