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

Save as provided below with respect to the Class A1A Notes, Regulation S Notes of each Class are each
represented on issue by beneficial interests in one or more global certificates of such Class (each a “Regulation
S Global Note”) in fully registered form, without interest coupons or principal receipts, which were deposited
on or about the Issue Date with Euroclear Bank N.V./S.A. as operator of the Euroclear System (“Euroclear”)
and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Save as provided below with
respect to the Class A1A Notes, Rule 144A Notes of each Class are represented on issue by beneficial interests
in one or more global certificates of such Class (each a “Rule 144A Global Note”), in fully registered form,
without interest coupons or principal receipts, which were deposited on or about the Issue Date with a custodian
for, and registered in the name of, The Depository Trust Company (“DTC”) or its nominee. Ownership
interests in the Regulation S Global Notes and the Rule 144A Global Notes (together, the “Global Notes”) are
shown on, and transfers thereof will only be effected through, records maintained by Euroclear, Clearstream,
Luxembourg and DTC and their respective participants. Until and including the 40th day after the later of the
commencement of the offering and the closing of the offering of the Notes (the “Distribution Compliance
Period”), beneficial interests in a Regulation S Global Note may be held only through Euroclear or Clearstream,
Luxembourg. Notes in definitive certificated form will be issued only in limited circumstances. See “Form of
the Notes” and “Book Entry Clearance Procedures” below.
The Class A1A Notes are represented by one or more registered notes in definitive form issued pursuant to,
and in the circumstances specified in, the Class A1A Note Purchase Agreement and sold in reliance on
Regulation S or Rule 144A, and substantially in the form as set out in the Trust Deed in the applicable Minimum
Denominations and integral multiples in excess of the applicable Authorised Denomination.
Except for the information contained in this Prospectus in the section headed “Description of the Collateral
Manager”, the Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the
information contained in this document is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The Collateral Manager accepts responsibility for the information contained in this Prospectus in the section
headed “Description of the Collateral Manager” to the extent that it is correct to the best of its knowledge as at
the Issue Date. To the best of the knowledge and belief of the Collateral Manager (the Collateral Manager
having taken all reasonable care to ensure that such is the case), the information in respect of which it accepts
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such
information. The Collateral Manager does not accept any responsibility for the accuracy and completeness of
any other information contained in this Prospectus nor otherwise for the structuring and operation of any
arrangements relating to the Notes (save in its capacity as the Collateral Manager) referred to herein.
Save, in the case of the Collateral Manager, for the section described immediately above in respect of the
Collateral Manager, none of Dresdner Bank AG London Branch, in its capacity as arranger (the “Arranger”)
and as initial purchaser of the Notes (the “Initial Purchaser”), the Trustee, the Collateral Manager, The Bank of
New York (the “Initial Hedge Counterparty”), the Collateral Administrator, the Capital Commitment
Registrar, the Liquidity Facility Provider, the Custodian, the Account Bank, the Paying Agents, the Registrar,
the Transfer Agents, any Class A1A Noteholders or any Affiliate of any of them has separately verified the
information contained in this Prospectus and accordingly none of the Arranger, the Initial Purchaser, the
Trustee, the Collateral Manager, the Initial Hedge Counterparty, the Collateral Administrator, the Capital
Commitment Registrar, the Liquidity Facility Provider, the Custodian, the Account Bank, the Paying Agents,
the Registrar, the Transfer Agents, any Class A1A Noteholder or any Affiliate of any of them makes any
representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy,
reasonableness or completeness of the information contained in this Prospectus or in any further information,
notice or other document which may at any time be supplied in connection with the Notes or their distribution or
accepts any responsibility or liability therefor. Each person receiving this Prospectus acknowledges that such
person has not relied on the Arranger, the Initial Purchaser, the Trustee, the Collateral Manager, the Initial
Hedge Counterparty, the Collateral Administrator, the Capital Commitment Registrar, the Liquidity Facility
Provider, the Custodian, the Account Bank, the Paying Agents, the Registrar, the Transfer Agents, any Class
A1A Noteholder or any Affiliate of any of them in connection with its investigation of the accuracy of such
information or its investment decision.
Each person contemplating making an investment in the Notes must make its own investigation and
analysis of the creditworthiness of the Issuer and its own determination of the suitability of any such investment,
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