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

Meetings: The holder of each Global Note will be treated as being two persons for the purposes of any
quorum requirements of, or the right to demand a poll at, a meeting of Noteholders and, at any such meeting, as
having one vote in respect of each Euro (or, as the case may be, each Sterling) of principal amount of Notes
represented thereby.
Trustee’s Powers: In considering the interests of holders of Global Notes, the Trustee may, but is not
required to, have regard to any information provided to it by the Clearing Systems or operators as to the identity
(either individually or by category) of their account holders with entitlements to each Global Note and may
consider such interests as if such account holders were the holders of any Global Note.
Cancellation: Cancellation of any Note required by the Conditions to be cancelled will be effected by
reduction in the principal amount of the applicable Global Note.
Optional Redemption: The Class N Noteholders’ option in Condition 7(b)(i)(A) (Redemption at the Option
of the Class N Noteholders) or right to consent in Condition 7(b)(i)(B) (Redemption for Tax Reasons) may be
exercised by the Noteholder of any Global Note representing Class N Notes giving notice to the Registrar of the
principal amount of Class N Notes in respect of which the option is exercised and presenting such Global Note
for endorsement of exercise within the time limit specified in Condition 7(b)(i)(A) (Redemption at the Option of
the Class N Noteholders) or 7(b)(i)(B) (Redemption for Tax Reasons), as applicable. The Controlling Class’
right to consent in Condition 7(b)(i)(B) (Redemption for Tax Reasons) may be exercised by the Noteholder of
any Global Note representing the Controlling Class giving notice to the Registrar of the principal amount of the
Notes of the Controlling Class in respect of which the option is exercised and presenting such Global Note for
endorsement of exercise within the time limit specified in Condition 7(b)(i)(B) (Redemption for Tax Reasons).
3. Exchange for Definitive Notes
Exchange: Each Global Note will be exchangeable, free of charge to the holders of Notes, on or after its
Exchange Date (as defined below), in whole but not in part, for certificates in definitive, registered form
(“Definitive Notes”) if:
(a) in the case of a Regulation S Global Note, either Euroclear or Clearstream, Luxembourg is closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
announces an intention permanently to cease business and no alternative clearing system satisfactory to
the Trustee is available;
(b) in the case of a Rule 144A Global Note, at any time DTC notifies the Issuer that it is unable or
unwilling to discharge properly its responsibilities as depositary with respect to the relevant Global
Note or DTC ceases to be a “clearing agency” registered under the United States Securities Exchange
Act of 1934, as amended or is at any time no longer eligible to act as such, and the Issuer is unable to
locate a qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC;
or
(c) the Issuer would suffer a material disadvantage in respect of any Class of Notes as a result of a change
in the laws or regulations (taxation or otherwise) of any applicable jurisdiction or payments being made
net of tax which would not be suffered were the relevant Notes represented by Definitive Notes and a
certificate to such effect signed by two Managing Directors of the Issuer is delivered to the Trustee.
The Registrar will not register the transfer of, or exchange of interests in, a Global Note for Definitive
Notes for a period of (i) 15 calendar days ending on the due date for redemption in full of that Note or (ii) 15
calendar days ending on any Payment Date.
If only one of the Global Notes (the “Exchanged Global Note”) becomes exchangeable for Definitive
Notes in accordance with the above paragraphs, transfers of the Relevant Class of Notes may not take place
between, on the one hand, persons holding Definitive Notes issued in exchange for beneficial interests in the
Exchanged Global Note and, on the other hand, persons wishing to purchase beneficial interests in the other
Global Note.
If the Issuer becomes obliged to issue, or procure the issue of, Definitive Notes, but fails to do so within 30
days of the occurrence of the relevant event, then the Issuer shall indemnify the Trustee, the registered holder of
the relevant Global Note and the relevant holder of Book Entry Interests in such Global Note and keep them
indemnified against any loss or damage incurred by any of them if the amount received by the Trustee, the
registered holder of the relevant Global Note or the holder of Book Entry Interests in such Global Note in
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