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

each a “Basic Terms Modification”, shall be effective unless sanctioned by an Extraordinary
Resolution passed at a meeting of Noteholders of the relevant Class of which two or more persons
holding or representing not less than 66⅔ per cent. or, at any adjourned meeting, 25 per cent. of the
aggregate principal amount of the Note Outstanding of such Class are held or represented.
For the avoidance of doubt, matters affecting the interests of a Class shall only be considered by and
voted upon at a meeting of Noteholders of that relevant Class.
(b) Modification and Waiver: The Trust Deed provides that the Trustee may, subject to satisfaction of
certain conditions, without the consent of the Noteholders, consent to:
(i) any modification of any of the provisions of the Trust Deed or any other Transaction Document
which in the opinion of the Trustee is of a formal, minor or technical nature or is made to correct a
manifest error;
(ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of
any breach or proposed breach, of any of the provisions of the Trust Deed and any other
Transaction Document which is, in the opinion of the Trustee, not materially prejudicial to the
interests of the Noteholders of any Class;
(iii) any modification of the calculation of any of the Collateral Quality Tests or the Coverage Tests or
the Reinvestment OC Test to correspond with changes in the guidelines, methodology or standards
established by any applicable Rating Agencies, subject to receipt of Rating Agency Confirmation
and the consent of at least 66⅔ per cent. of the holders of the Senior Notes Outstanding; and
(iv) any modification to prevent the Issuer, the Noteholders, or the Trustee from being subject to
withholding or other taxes, fees or assessments or to prevent the Issuer from being treated as
engaged in a United States trade or business for U.S. federal income tax purposes or subject to
United States income tax on a net income tax basis.
In addition, subject to receipt of Rating Agency Confirmation, the Trustee shall not consent to any
modification of the thresholds of any of the Collateral Quality Tests, without the written consent of at
least 66⅔ per cent. of the holders of the Senior Notes Outstanding.
Any such modification, authorisation or waiver shall be binding on all Noteholders and shall be
notified to the Rating Agencies and, unless the Trustee otherwise agrees, to the Noteholders as soon as
practicable in accordance with Condition 16 (Notices).
The Trustee shall not agree to any such modification unless the Trustee has received advice from a
recognised tax counsel experienced in such matters that (i) the modification will not cause the
Noteholders to experience any material change to the timing, character or source of the income from
the Notes for United States federal income tax purposes and will not be considered a significant
modification resulting in an exchange for purposes of United States Treasury Regulation Section
1.1001-3 and (ii) the proposed modification will not cause the Issuer to be subject to income tax on a
net income tax basis in the United States.
Unless the Trustee agrees otherwise, any such authorisation, waiver or modification shall be notified to
the Rating Agencies and the Noteholders of such Class as soon as practicable thereafter.
(c) Substitution: The Trust Deed contains provisions permitting the Trustee to agree, subject to such
amendment of the Trust Deed and such other conditions as the Trustee may require, but without the
consent of the Noteholders of any Class, to the substitution of any other company in place of the Issuer,
or of any previous substituted company, as principal debtor under the Trust Deed and the Notes of each
Class. In the case of such a substitution, the Trustee may agree, without the consent of the
Noteholders, but subject to receipt by the Trustee of Rating Agency Confirmation (subject to receipt of
such information and/or opinions as the Rating Agencies may require) to a change of the law governing
the Notes and/or the Trust Deed, provided that such change would not in the opinion of the Trustee be
materially prejudicial to the interests of the Noteholders of any Class. Any substitution agreed by the
Trustee pursuant to this Condition 14(c) (Substitution) shall be binding on the Noteholders, and shall be
notified to the Noteholders as soon as practicable in accordance with Condition 16 (Notices).
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