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

(v) the Trustee has been fully indemnified and/or secured to its satisfaction in respect of its fees, costs
and expenses (including, without limitation, its legal fees and its remuneration) in respect of any
issue of Class A1B Further Issue Notes, Class A2 Further Issue Notes, Class B Further Issue
Notes, Class C Further Issue Notes, Class D Further Issue Notes, Class E Further Issue Notes and
Class N Further Issue Notes;
(vi) such additional issuances are in accordance with all applicable laws including, without limitation,
the securities and banking laws and regulations of The Netherlands and the provisions of the tax
agreement obtained on behalf of the Issuer from the Dutch tax authorities;
(vii) recognised tax counsel experienced in such matters have advised that such additional issuances
will meet the requirements for a “qualified reopening” under United States Treasury Regulation
Section 1.1275-2(k)(3) or are accomplished in a manner that allows the Issuer and any paying
agents to comply with their information reporting requirements under U.S. federal income tax law;
(viii) such additional issuances must be of each Class of the Notes and issued in a proportionate amount
among the Classes of the Notes so that the respective proportions of the principal amount
outstanding of the Classes of Notes existing immediately prior to such additional issuance remain
unchanged following such additional issuance; and
(ix) unless otherwise agreed to by an Extraordinary Resolution of the Senior Notes, any additional
issuances of the Class A1B Further Issue Notes will not lead to the aggregate principal amount
held by the holders of the Class A1B Notes Outstanding which was issued on the Issue Date
together with all Class A1B Refinancing Notes Outstanding issued after the Issue Date and the
Total Commitments under the Class A1A Notes issued falling to below 66⅔ per cent. of the
aggregate principal amount of (1) the Class A1B Notes Outstanding which was issued on the Issue
Date and (2) all Class A1B Refinancing Notes Outstanding issued after the Issue Date and (3) the
Total Commitments under the Class A1A Notes Outstanding and (4) the Class A1B Further Issue
Notes proposed to be issued.
References in these Conditions to the Class A1B Notes, Class A2 Notes, Class B Notes, Class C Notes,
Class D Notes, Class E Notes and Class N Notes include (unless the context requires otherwise) any Class
A1B Further Issue Notes, Class A2 Further Issue Notes, Class B Further Issue Notes, Class C Further Issue
Notes, Class D Further Issue Notes, Class E Further Issue Notes and Class N Further Issue Notes,
respectively issued pursuant to this Condition 17(b) and forming a single series with the Class A1B Notes,
Class A2 Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class N Notes
respectively.
Upon the issue of any Further Issue Notes, references in these Conditions to the Notes of any Class shall
include (unless the context requires otherwise) the relevant Further Issue Notes. Any Further Issue Notes
will be constituted by a supplemental Trust Deed and the Issuer shall, upon or prior to the issue of such
Further Issue Notes to be so constituted, execute and deliver to the Trustee such other documents as the
Trustee may reasonably require (including, without limitation, any documents required by any Rating
Agency). Upon an issue of any Further Issue Notes, all relevant Transaction Documents shall be amended
and supplemented as required to give effect to the rights and obligations arising from such issue of such
Further Issue Notes.
18. Governing Law and Jurisdiction
(a) Governing Law: The Trust Deed, the Class A1A Note Purchase Agreement and each Class of Notes
are governed by and shall be construed in accordance with English law. The Euroclear Pledge
Agreement is governed by and shall be construed in accordance with Belgian law. The Management
Agreement is governed by and shall be construed in accordance with Dutch law.
(b) Jurisdiction: The courts of England will have jurisdiction to settle any disputes which may arise out of
or in connection with the Notes, and accordingly any legal action or proceedings arising out of or in
connection with the Notes (“Proceedings”) may be brought in such courts. Each party to the Trust
Deed has irrevocably submitted to the jurisdiction of such courts and waives any objection to
Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings
have been brought in an inconvenient forum.
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