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

any jurisdiction of a judgment already obtained against the Issuer. If the sole trustee has been removed
by an Extraordinary Resolution of the Controlling Class or the sole trustee has provided notice of its
resignation, and, if the Issuer has failed to procure the appointment of a new trustee within the period of
3 months following the sole trustee’s receipt of notification of its removal or the provision by the sole
trustee of its written notice of resignation to the Issuer, then that sole trustee may appoint a successor
trustee, provided that it must act reasonably in appointing a successor trustee.
15. Indemnification of the Trustee
The Trust Deed contain provisions for the indemnification of the Trustee and for its relief from
responsibility in certain circumstances, including provisions relieving it from any obligation to institute
proceedings against the Issuer to enforce repayment or to enforce the security constituted by or pursuant to
the Trust Deed unless indemnified and/or secured to its satisfaction in accordance with the provisions set
out in the Trust Deed. The Trustee is entitled to enter into business transactions with the Issuer or any
entity related to the Issuer without accounting for any profit. The Trustee is exempted from any liability in
respect of any loss or theft of the Collateral, from any obligation to insure, or to monitor the provisions of
any insurance arrangements in respect of, the Collateral and from any claim arising from the fact that the
Collateral is held by the Custodian or is otherwise held in safe custody by a bank or other custodian. The
Trustee shall not be responsible for the performance by the Custodian of any of its duties under the Agency
Agreement or for the performance by the Collateral Manager of any of its duties under the Collateral
Management Agreement or for the performance by the Collateral Administrator of its duties under the
Collateral Administration Agreement or for the performance by any other person appointed by the Issuer in
relation to the Notes or any other Transaction Document (other than the Trust Deed). The Trustee shall not
have any responsibility for the administration, management or operation of the Collateral including the
request by the Collateral Manager to release any of the Collateral from time to time.
16. Notices
Notices may be given to Noteholders in any manner deemed acceptable by the Trustee, provided that for so
long as the Notes are listed on the Irish Stock Exchange, such notice shall be given in accordance with the
rules of the Irish Stock Exchange. Notices regarding the Notes (other than the Class A1A Notes) will be
deemed duly given if posted to the address of such Noteholder appearing in the Register at the time of
publication of such notice by pre-paid, first class mail (or any other manner approved by the Trustee). Any
such notice shall be deemed to have been given on the date of despatch thereof to the Noteholders. Notices
to holders of interests in Global Notes held through Euroclear, DTC or Clearstream, Luxembourg (the
“Clearing Systems”) may be given by delivery of the relevant notice to the relevant Clearing System.
Any notice to be given to the Noteholders as set out in this Condition 16 (Notices) shall be deemed to be
validly given to the Class A1A Noteholders if such notice is sent pursuant to the terms of the Class A1A
Note Purchase Agreement.
17. Further Issues
(a) The Issuer may from time to time without the consent of the Noteholders, but subject to the prior
written consent of the Trustee and the satisfaction of the conditions referred to below, create and issue
further securities having the same terms and conditions as the Class A1B Notes (the “Class A1B
Refinancing Notes”) in all respects (or in all respects except for the first payment of interest thereon)
which shall be consolidated and form a single series with, and rank pari passu with the Class A1B
Notes then Outstanding, and shall use the net proceeds of issue thereof, subject to the Priorities of
Payment, to repay amounts outstanding on the Class A1A Notes provided the following conditions are
met:
(i) the terms of the Class A1B Refinancing Notes are the same in all respects (or in all respects except
for the first payment of interest) as the Class A1B Notes then Outstanding;
(ii) the Rating Agencies confirm to the Trustee in writing that, on issue, they will assign to the Class
A1B Refinancing Notes the same rating as that which is then applicable to the Class A1B Notes;
(iii) the Issuer and the Trustee receive confirmation from the Rating Agencies that the additional issue
of the Class A1B Refinancing Notes will not cause the reduction or withdrawal of the then current
ratings of any of the Class A1A Notes (if still outstanding) and the other Rated Notes;
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