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

“Subordinated Trustee Fees” means all Trustee Fees other than Senior Trustee Fees.
“Subordinated Unsecured Loan” means a subordinated unsecured loan obligation as determined by the
Collateral Manager in its reasonable commercial judgement or a Participation thereof.
“Synthetic Security” means any Euro (or predecessor currency of those EU Member States which have
adopted the Euro as their currency) or Sterling denominated swap transaction, debt security, security issued
by a trust or similar vehicle or other investment (excluding any equity investment) purchased from or
entered into by the Issuer with a Synthetic Security Obligor and that satisfies the Eligibility Criteria, which
investment contains a probability of default, recovery upon default (or a specified percentage thereof, which
may not exceed 100 per cent.) and expected loss characteristics similar to those of the related Reference
Obligation or Reference Obligor (without taking account of such default or recovery considerations as they
relate to the Synthetic Security Obligor) but which may provide for a different maturity, interest rate,
interest rate reference, currency or credit or other non-credit related characteristics than such Reference
Obligation; provided that:
(a) the acquisition, ownership, termination or disposition of such Synthetic Security will not subject the
Issuer to tax on a net income basis;
(b) amounts receivable by the Issuer will not be subject to withholding tax unless the Synthetic Security or
the Reference Obligor is required to make “gross up” payments that cover the full amount of any such
withholding tax;
(c) such Synthetic Security will not constitute a commodity option, leverage transaction or futures contract
that is subject to the jurisdiction of the U.S. Commodities Futures Trading Commission;
(d) such Reference Obligation comprised in a Synthetic Security, if physically deliverable to the Issuer, is
not a Dutch Ineligible Security;
(e) such Synthetic Security is not a Synthetic Security whose exposure is to a credit default swap with, or
purchasing a credit linked note, from a protection buyer in relation to a pool of corporate names and at
the same time such protection buyer also provides protection through single-name credit default swaps
or portfolio credit default swaps which are in relation to that pool or corporate names or a bespoke
synthetic collateralised debt obligation;
(f)
such Synthetic Security will not require the Issuer to make any payment to the Synthetic Security
Obligor after the initial purchase thereof by the Issuer other than the delivery or payment to the
Synthetic Security Obligor of any Synthetic Security Collateral pledged in accordance with the terms
thereof and provided that any obligations of the Issuer thereunder are limited to such Synthetic Security
Collateral;
(g) where such Synthetic Security is unfunded, it contains limited recourse provisions (with recourse being
to the Synthetic Security Collateral only) and non-petition provision in each case (save as provided in
this paragraph (f)) in substantially the same form as those set out in Condition 4(c) (Limited Recourse
and Non-Petition);
(h) there is only one Reference Obligation comprised in such Synthetic Security and the deliverable
obligation pursuant to such Synthetic Security will be the Reference Obligation.
For the purposes of the Coverage Tests, the Reinvestment Criteria, the Reinvestment OC Test and the
Collateral Quality Tests, a Synthetic Security shall be included as a Collateral Debt Security having the
characteristics of the Synthetic Security and not of the related Reference Obligation, unless otherwise
specified by Fitch and S&P.
For the purposes of determining the Fitch Rating or S&P Rating of a Synthetic Security, the Synthetic
Security shall have the rating derived by application of the definitions of “Fitch Rating” (unless otherwise
specified by Fitch) or “S&P Rating”.
A Synthetic Security shall be included as a Collateral Debt Security having the relevant characteristics of
the related Reference Obligation (and the issuer of such Synthetic Security shall be deemed to be the issuer
93