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

on or in respect of the Notes or any Class of Notes or (b) a taxing authority or court of competent
jurisdiction renders a determination that the Issuer is engaged in a trade or business in the United Kingdom
and in both instances, the Issuer has certified to the Trustee that a substitution, relocation and/or other
reasonable measures would fail to remedy such event or cannot be implemented by the next Payment Date
to remedy such tax event.
“Total Commitments” has the meaning ascribed thereto in the Class A1A Note Purchase Agreement.
“Total Outstandings” has the meaning ascribed thereto in the Class A1A Note Purchase Agreement.
“Trading Gains” means in respect of any Collateral Debt Security which is repaid, prepaid, redeemed or
sold, the excess (if any) of (a) the Principal Proceeds received in respect thereof over (b) the purchase price
thereof paid by or on behalf of the Issuer for such Collateral Debt Security, in each case net of (i) any
expenses incurred in connection with any repayment, prepayment, redemption or sale thereof, and (ii) in the
case of a sale of such Collateral Debt Security, any interest accrued but not paid thereon.
“Transaction Documents” means the Trust Deed, each Note, the Agency Agreement, the Subscription and
Placement Agreement, the Collateral Acquisition Agreements, the Collateral Management Agreement, the
Collateral Administration Agreement, the Management Agreement, the Bank Account Agreement, the
Hedge Agreements, the Class A1A Note Purchase Agreement, the Liquidity Facility Agreement, any
Additional Security Documents, any Securities Lending Agreements, the Euroclear Pledge Agreement and
any other agreement or deed entered into pursuant to any of them or agreed between the relevant parties to
be a Transaction Document for the purposes of this definition.
“Trustee Fees” means the fees and expenses and other amounts payable to the Trustee pursuant to the Trust
Deed from time to time plus any VAT due and payable in respect thereof.
“Underlying Instrument” means the trust deed, indenture, fiscal agency agreement or other agreement or
instrument pursuant to which a Collateral Debt Security has been issued or created and each other
agreement that governs the terms of, or secures the obligations represented by, such Collateral Debt
Security or under which the holders or creditors under such Collateral Debt Security are the beneficiaries.
“Undrawn Amount” means with respect to the Class A1A Notes, an amount equal to the greater of (a)
zero and (b) the difference between the Total Commitments and the Total Outstandings.
“Uninvested Proceeds” means, at any time, the net proceeds received by the Issuer on the Issue Date from
the issuance of the Notes to the extent such proceeds are held in cash or Eligible Investments, have not
previously been invested in Collateral Debt Securities and have not previously become Euro Principal
Proceeds pursuant to paragraph (c) of the definition of “Euro Principal Proceeds”.
“Unscheduled Principal Proceeds” means, Sterling Unscheduled Principal Proceeds or Euro Unscheduled
Principal Proceeds (as applicable).
“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any tax similar or
equivalent to value added tax imposed by any country other than the United Kingdom and any similar or
turnover tax replacing or introduced in addition to any of the same.
2. Form and Denomination, Title and Transfer
(a) Form and Denomination: Each Class of Notes (other than the Class A1A Notes) will initially be
represented by one or more Global Notes in fully registered form, without interest coupons or principal
receipts attached, in the applicable Minimum Denomination and integral multiples in excess thereof of
the applicable Authorised Denomination. A Definitive Note will be issued to each Noteholder in
exchange for its beneficial interest in a Global Note only in the limited circumstances set forth in the
Trust Deed. Each Definitive Note other than a Class A1A Note will be numbered serially with an
identifying number which will be recorded in the register (the “Register”) which the Issuer shall
procure will be kept by the Registrar.
Each Class A1A Note issued pursuant to Regulation S will be represented by a Class A1A Regulation
S Definitive Note in fully registered form and each Class A1A Note issued pursuant to Rule 144A will
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