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

The Trustee shall not be bound to institute any such proceedings or take any such other action unless it
is (i) requested in writing by the holders of at least 25 per cent. in aggregate principal amount of the
Notes Outstanding of the Controlling Class at such time; or (ii) directed by an Extraordinary Resolution
of the Controlling Class at such time; and, in each case the Trustee is indemnified to its satisfaction
against all liabilities, proceedings, claims and demands to which it may thereby become liable and all
costs, charges and expenses (including remuneration) which may be incurred by it in connection
therewith. Following redemption and repayment, as applicable, in full of the Senior Notes, Class B
Notes, Class C Notes, Class D Notes and Class E Notes, the Trustee shall, (provided it is indemnified
to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby
become liable and all costs, charges and expenses which may be incurred by it in connection
therewith), if so directed, act upon the written directions of the holders of at least 25 per cent. in
aggregate principal amount of the Class N Notes Outstanding or as directed by an Extraordinary
Resolution of the Class N Noteholders.
The rights of the Trustee in respect of the security over the Collateral will be exercisable in accordance
with the terms of the Trust Deed. The Trustee shall not be liable for any diminution in value of the
security over the Collateral at any time that any Note remains Outstanding.
The net proceeds of enforcement of the security over the Collateral shall be credited to the Euro
Payment Account or the Sterling Payment Account or such other account as the person(s) entitled to
direct the Trustee with respect to enforcement (in accordance with the previous paragraph) shall
designate to the Trustee and shall be distributed in accordance with the following Priorities of Payment.
The net proceeds of liquidation of the Collateral in the case of the redemption of the Notes pursuant to
Condition 7(b) (Optional Redemption) shall also be distributed in accordance with the following
Priorities of Payment.
(A)
(B)
(C)
(D)
(E)
(F)
to the payment of Dutch taxes owing by the Issuer accrued in respect of the current tax
year as certified by an Authorised Officer of the Issuer to the Trustee, if any (excluding
any Dutch taxes which have accrued prior to the current tax year);
to the payment of accrued and unpaid Trustee Fees payable to the Trustee pursuant to the
Trust Deed;
to the payment of Administrative Expenses;
to the payment, on a pro rata basis, of any amounts due in respect of the Hedge
Agreements (other than any Subordinated Hedge Termination Payments) and any
Liquidity Payments due to the Liquidity Facility Provider under the Liquidity Facility
Agreement (to the extent not paid pursuant to paragraph (C) above as an Administrative
Expense);
to the payment to the Collateral Manager of any Base Collateral Management Fee due
and payable;
to the payment on a pro rata basis of:
(1) interest due and payable on the Class A1A Notes and the Class A1B Notes (other than
Class A1A Increased Margin in respect of the Class A1A Notes);
(2) interest due and payable on the Class A2 Notes;
(3) any amounts due and payable in respect of the Commitment Fees and Break Costs on the
Class A1A Notes;
(G)
(H)
(I)
on a pro rata basis in redemption and repayment, as applicable, of the Senior Notes in full
(other than in respect of amounts payable under paragraph (Q) below);
to the payment of interest due and payable on the Class B Notes (other than any Class B
Deferred Interest);
in redemption of the Class B Notes in full (including payment of Class B Deferred
Interest);
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