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

FORM OF THE NOTES
References below to Notes and to the Global Note and Definitive Notes representing such Notes are to each
respective Class of Notes.
1. Initial Issue of Notes
Each of the Senior Notes (other than the Class A1B Refinancing Notes and the Class A1A Notes), Class B
Notes, Class C Notes, Class D Notes, Class E Notes and Class N Notes (each, a “Relevant Class of Notes”)
sold in reliance on Regulation S under the Securities Act are represented by one or more global note certificates
(each, a “Regulation S Global Note”) in registered form without interest coupons or principal receipts
deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System
(“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). During the
Distribution Compliance Period, beneficial interests in a Regulation S Global Note may be held only through
Euroclear or Clearstream, Luxembourg. See “Book Entry Clearance Procedures” below. By acquisition of a
beneficial interest in a Regulation S Global Note, any purchaser thereof will, during the Distribution
Compliance Period, be deemed to represent that it is not a U.S. Person and that, if in the future it decides to
transfer such beneficial interest, it will transfer such interest only in an offshore transaction in accordance with
Regulation S or to a person who takes delivery in the form of a Rule 144A Note.
The Class A1A Notes are represented by a registered note in definitive form without interest coupons or
principal receipts and were issued pursuant to and in the circumstances specified in the Trust Deed and sold in
reliance of Regulation S or Rule 144A, substantially in the form set out in the Trust Deed, in the applicable
Minimum Denominations and integral multiples in excess thereof of the Authorised Denomination.
The Notes of any Relevant Class of Notes sold in reliance on Rule 144A of the Securities Act are
represented by one or more global note certificates of such Relevant Class of Notes, in fully registered form
without interest coupons or principal receipts, (each, a “Rule 144A Global Note”) deposited with a custodian
for, and registered in the name of Cede & Co. as nominee of, DTC. Beneficial interests in a Rule 144A Global
Note may only be held through DTC and its direct and indirect participants. See “Book Entry Clearance
Procedures” below.
The Regulation S Global Notes and the 144A Global Notes are each referred to as a Global Note and are
together referred to as the Global Notes.
2. Amendments to Conditions
Each Global Note and the Trust Deed contains provisions that apply to the Relevant Class of Notes
represented by such Global Note, some of which modify the effect of the Conditions of the Relevant Class of
Notes set out in this Prospectus. The following is a summary of those provisions:
Ownership: So long as a Clearing System (or its nominee) is the registered holder of any Global Note, such
Clearing System (or its nominee) will be considered the absolute owner or holder of such Note for all purposes
under the Trust Deed and the Notes.
Payments: Payments of principal and interest in respect of Notes represented by a Global Note will be
made against presentation and, if no further payment falls to be made in respect of the relevant Notes, surrender
of such Global Note to or to the order of the Registrar or such other Transfer Agent as shall have been notified
to the relevant Noteholders for such purpose. A record of each payment so made will be made in the Register
which will be prima facie evidence that such payment has been made in respect of the relevant Notes. See also
“Currency of Payments” of “Book Entry Clearance Procedures” below.
Notices: Notices to holders of 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 provided
that for so long as the Notes are listed on the Irish Stock Exchange, such notice shall be in accordance with the
rules of the Irish Stock Exchange.
Prescription: Claims against the Issuer in respect of principal of and interest on the Notes will become void
unless presented for payment by the Noteholder within a period of ten years (in the case of principal) and five
years (in the case of interest) from the appropriate Relevant Date.
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