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

espect of the Notes is less than the amount that would have been received had Definitive Notes been issued. If
and for so long as the Issuer discharges its obligations under this indemnity, the failure by the Issuer to issue
Definitive Notes shall be deemed to be cured ab initio.
“Exchange Date” means a day falling not less than 30 days after that on which the notice requiring
exchange is given and on which banks are open for general business in the city in which the specified office of
the Registrar and any Transfer Agent is located.
Delivery: In the circumstances set out in “Exchange” above, the relevant Global Note will be exchanged in
full for Definitive Notes and the Issuer will, at the cost of the Issuer (but against such indemnity as the Registrar
or any relevant Transfer Agent may require in respect of any tax or other duty of whatever nature which may be
levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and
delivered to the Registrar for completion, authentication and dispatch to the relevant Noteholders. A person
having an interest in a Global Note must provide the Registrar with (a) a written order containing instructions
and such other information as the Issuer and the Registrar may require to complete, execute and deliver such
Definitive Notes and (b) in the case of the Rule 144A Global Note only, a fully completed, signed certification
substantially to the effect that the exchanging holder is not transferring its interest at the time of such exchange
or, in the case of simultaneous sale pursuant to Rule 144A, a certification to the effect that, among other things,
the transfer is being made in compliance with the provisions of Rule 144A. Definitive Notes issued in exchange
for a beneficial interest in the Rule 144A Global Note shall bear the legends applicable to transfers pursuant to
Rule 144A, as set out under “Plan of Distribution and Transfer Restrictions” below. No owner of an interest in
a Regulation S Global Note will be entitled to receive a Definitive Note (a) until after the expiration of the
Distribution Compliance Period and (b) unless (i) for a person other than a distributor (as defined in Regulation
S), such person provides certification that the Definitive Note is beneficially owned by a person that is not a
U.S. Person (as defined in Regulation S) or (ii) for a person that is a U.S. Person, such person provides
certification that any interest in such Definitive Note was purchased in an offshore transaction pursuant to Rule
904 under Regulation S.
Legends: The holder of a Definitive Note may transfer the Notes represented thereby in whole or in part in
the applicable Minimum Denomination and integral multiples of the Authorised Denomination in excess of the
Minimum Denomination by surrendering it at the specified office of the Registrar or any Transfer Agent,
together with the completed form of transfer thereon. Upon the transfer, exchange or replacement of a
Definitive Note bearing the legend referred to under “Plan of Distribution and Transfer Restrictions” below, or
upon specific request for removal of the legend on a Definitive Note, the Issuer will deliver only Definitive
Notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered
to the Issuer and the Registrar such satisfactory evidence, which may include an opinion of counsel, as may
reasonably be required by the Issuer that neither the legend nor the restrictions on transfer set forth therein are
required to ensure compliance with the provisions of the Securities Act and the Investment Company Act.
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