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

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epresented thereby, subject, in each case, to the rights of any Securities Lending Counterparty to<br />

require repayment or redelivery of any such Securities Lending Collateral pursuant to the terms of<br />

the applicable Securities Lending Agreement;<br />

(viii) a first fixed charge in favour of the Trustee for the benefit of the Secured Parties over the Custody<br />

Account (including, without limitation, each cash account relating to the Custody Account, any<br />

cash held therein and the claim represented by the positive balance from time to time of the<br />

Custody Account);<br />

(ix) (A) an assignment by way of first fixed security to the Trustee for the benefit of the Secured<br />

Parties of the Issuer’s right, title, interest and benefit, present and future, in and to and under (a)<br />

each Hedge Agreement, (b) any amendment or supplement thereto (including, without limitation,<br />

any amendment or supplement entered into thereafter) and (c) any guarantee or credit support<br />

annex or deed entered into pursuant to any Hedge Agreement or any amendment or supplement<br />

thereto (including, without limitation, any amendment or supplement thereto entered into<br />

thereafter)), provided that such assignment by way of security shall not in any way restrict the<br />

release of collateral granted thereunder in whole or in part at any time pursuant to the terms of any<br />

Hedge Agreement; and (B) a fixed charge over all of the Issuer’s right, title, interest and benefit,<br />

present and future, in and to any collateral provided now or from time to time thereafter to the<br />

Issuer (including, without limitation, any of the same provided to the Issuer in connection with the<br />

issue of the Notes or any Further Issue Notes) under each Hedge Agreement and any amendment<br />

or supplement thereto (including, without limitation, any amendment or supplement thereto<br />

entered into thereafter);<br />

(x) an assignment by way of first fixed security to the Trustee for the benefit of the Secured Parties of<br />

the Issuer’s right, title, interest and benefit, present and future, under the Collateral Management<br />

Agreement, the Collateral Administration Agreement, each Collateral Acquisition Agreement,<br />

each Securities Lending Agreement, the Liquidity Facility Agreement and each other Transaction<br />

Document (other than the Trust Deed) including, without limitation in each case any amendment<br />

or supplement thereto (including, without limitation, any amendment or supplement entered into<br />

thereafter) and any other agreement or document to which the Issuer is party, or to which it is, or<br />

may at any time be, expressed to have the benefit of or to have any rights under or to have any<br />

other rights to or interests in (including, without limitation, any agreement or document entered<br />

into thereafter or to which the Issuer becomes a party or has the benefit of or any rights under or<br />

rights or interests in thereafter) unless otherwise charged by the Issuer under the Trust Deed<br />

including, without limitation, any of the same entered into or arising in relation to the issue of the<br />

Notes or any Further Issue Notes;<br />

(xi) a first fixed charge in favour of the Trustee for the benefit of the Secured Parties over the Issuer’s<br />

right, title, interest and benefit, present and future, in and to all money from time to time held by<br />

the Registrar or any Paying Agent or any Transfer Agent or <strong>Capital</strong> Commitment Registrar for the<br />

payment of principal or interest on the Notes;<br />

(xii) a first fixed charge over all of the Issuer’s rights in respect of any other deposit made or security or<br />

investment purchased from time to time from amounts standing to the credit of the Accounts or the<br />

Custody Account that are not subject to the security interests referred to in paragraphs (i) to (xi)<br />

(inclusive) above (being “non-eligible investments”), in which the Issuer may at any time acquire<br />

or otherwise obtain an interest or benefit, including, without limitation, in each case, all moneys<br />

received in respect thereof, all dividends and distributions paid or payable thereon, all property<br />

paid, distributed, accruing or offered at any time on, to or in respect of, or in substitution therefor<br />

and the proceeds of sale, repayment and redemption thereof; and<br />

(xiii) to the extent permitted by applicable laws, a first floating charge granted over the whole of the<br />

Issuer’s property, undertaking and assets whatsoever and wheresoever situate, present and future,<br />

to the extent such property, undertaking and assets are not subject to any other security created<br />

under the Trust Deed;<br />

excluding for the purpose of (i) to and including (xiii) above, (A) any and all assets, property or rights<br />

which are located in, or governed by the laws of, The Netherlands (except for contractual rights or<br />

receivables (rechten of vorderingen op naam) which are assigned or charged to the Trustee pursuant to<br />

(i) to (xiii) (inclusive) above); (B) any and all Dutch Ineligible Securities; (C) the Issuer’s rights under<br />

109

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