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

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the Trust Deed or fair market practices if the Trust Deed is not applicable) and, may hold, retain,<br />

possess or dispose of such property in its or their own absolute right without accountability.<br />

12. Prescription<br />

Claims in respect of principal and interest payable on redemption in full of the relevant Notes will become<br />

void unless presentation for payment is made as required by Condition 8 (Payments) within a period of 5<br />

years, in the case of interest, and 10 years, in the case of principal, from the appropriate Relevant Date.<br />

13. Replacement of Definitive Notes<br />

If any Definitive Note is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified<br />

office of the Transfer Agent in London subject in each case to all applicable laws and <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong><br />

requirements, upon payment by the claimant of the expenses incurred in connection with such replacement<br />

and on such terms as to evidence, security, indemnity and otherwise as the Issuer may require (provided<br />

that the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced<br />

Definitive Notes must be surrendered before replacements will be issued.<br />

14. Meetings of Noteholders, Modification, Waiver and Substitution; Removal and Retirement of the<br />

Trustee<br />

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of the<br />

Noteholders of each Class to consider matters affecting the interests of such Noteholders, including the<br />

sanctioning by Extraordinary Resolution of the Noteholders of a Class of a modification of certain of<br />

these Conditions or certain provisions of the Trust Deed. Meetings of the Noteholders of a Class may<br />

be convened by two or more Noteholders of such Class holding not less than 10 per cent. in principal<br />

amount of the Notes of that Class Outstanding, or by the Trustee or the Issuer in its own right. Subject<br />

as follows, the quorum for any meeting convened to consider an Extraordinary Resolution of the<br />

Noteholders of such Class will be two or more persons holding or representing 66⅔ per cent. in<br />

principal amount of the Notes of such Class Outstanding, or at any adjourned meeting two or more<br />

persons being or representing the holders of the Notes of such Class holding or representing 25 per<br />

cent. of the principal amount of the Notes of such Class Outstanding. No proposal to sanction,<br />

amongst other things:<br />

(i) the exchange or substitution for the Notes of the relevant Class, or the conversion of the Notes of<br />

the relevant Class into, shares, bonds or other obligations or securities of the Issuer or any other<br />

entity;<br />

(ii) the modification of any provision relating to the timing and/or circumstances of final redemption<br />

of the Notes of the relevant Class at maturity (including the circumstances in which payments on<br />

such Notes may be accelerated);<br />

(iii) the modification of the timing and/or determination of the amount of interest, principal or other<br />

amounts payable in respect of the Notes of the relevant Class from time to time;<br />

(iv) the adjustment of the outstanding principal amount of the Notes of the relevant Class other than in<br />

connection with a further issue of Notes pursuant to Condition 17 (Further Issues);<br />

(v) a change in the currency of payment of the Notes of the relevant Class or any other amounts<br />

payable under the Priorities of Payment;<br />

(vi) any change in the Priorities of Payment or in the calculation or determination of any amounts<br />

payable thereunder;<br />

(vii) the modification of the provisions concerning the quorum required at any meeting of Noteholders<br />

of the relevant Class or the majority required to pass an Extraordinary Resolution or any other<br />

provision of these Conditions which requires the written consent of the holders of a requisite<br />

principal amount of the Notes of any Class Outstanding; and<br />

(viii) the modification of any provision relating to the security over the Collateral constituted by the<br />

Trust Deed except as contemplated by these Conditions and the Trust Deed,<br />

127

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