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

owner or holder sell all of its right, title and interest in such Notes to a Person who is a Qualified
Institutional Buyers and a Qualified Purchaser, with such sale to be effected within 30 days after notice
of such sale requirement is given. If such sale is not effected within such 30 days, upon written
direction from the Issuer or the Collateral Manager, the Registrar will be authorised to appoint an
investment bank (without any liability to the Registrar) to conduct a commercially reasonable sale of
such Notes to a Person who is a Qualified Institutional Buyer and a Qualified Purchaser and, pending
transfer, no further payments will be made in respect of such Notes or any beneficial interest therein;
(e) it shall not resell or otherwise transfer any of the Notes except (a) to the Issuer, (b) to a Person that is a
Qualified Institutional Buyer and a Qualified Purchaser in a transaction meeting the requirements of
Rule 144A under the Securities Act or (c) in an “offshore transaction” and not to, or for the account or
benefit of, a U.S. Person or a U.S. Resident, in accordance with Regulation S under the Securities Act;
and that no representation has been made as to the availability of any exemption under the Securities
Act or the securities laws of any applicable jurisdiction;
(f)
if it is acquiring the Rule 144A Notes for the account of a Qualified Institutional Buyer and a Qualified
Purchaser, it represents that it has sole investment discretion with respect to such account and that it has
full power to make the foregoing acknowledgements, representations and agreements on behalf of such
account;
(g) it understands that the Rule 144A Notes offered in reliance on Rule 144A are represented by Rule
144A Global Notes and that the beneficial interests therein may be held only through DTC, Euroclear
and Clearstream, Luxembourg or one of their nominees, as applicable; and that the Rule 144A Notes
may not at any time be held by, or on behalf of, U.S. Persons or U.S. Residents that are not Qualified
Institutional Buyers and Qualified Purchasers; and
(h) it is not purchasing the Rule 144A Notes with the intent or purpose of evading, either alone or in
conjunction with any other Person, the provisions of the Investment Company Act.
6. Regulation S Notes: Each purchaser of Regulation S Notes will be deemed to have represented and agreed
as follows:
(a) it is, and the person, if any, for whose account it is acquiring the Notes is, located outside the United
States and is neither a U.S. Person nor a U.S. Resident and is purchasing for its own account or one or
more accounts, each of which is neither a U.S. Person nor a U.S. Resident in an offshore transaction in
accordance with Regulation S, and is aware that the sale of the Notes to it is being made in reliance on
the exemption from registration provided by Regulation S; and
(b) it understands that the Notes are being offered in a transaction not involving any public offering in the
United States within the meaning of the Securities Act and have not been and will not be registered
under the Securities Act and that the Issuer has not registered and will not register under the Investment
Company Act. It agrees, for the benefit of the Issuer, the Initial Purchaser and any of their affiliates
that, if it decides to resell, pledge or otherwise transfer such Notes (or any beneficial interest or
participation therein) purchased by it, any offer, sale or transfer of such Notes (or any beneficial
interest or participation therein) will be made in compliance with the Securities Act, the conditions set
forth herein and in the Trust Deed and only (i) to a Qualified Purchaser it reasonably believes is a
Qualified Institutional Buyer purchasing for its own account or for the account of a Qualified
Institutional Buyer and a Qualified Purchaser in a transaction that meets the requirements of Rule
144A; or (ii) to a person who is neither a U.S. Person nor a U.S. Resident in an offshore transaction in
accordance with Rule 903 or Rule 904 under Regulation S.
7. Purchaser Sophistication; Non-Reliance, Suitability; Access to Information. The purchaser (a) has such
knowledge and experience in financial and business matters that the purchaser is capable of evaluating the
merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of its
prospective investment in the Notes, (b) is financially able to bear such risk, (c) in making such investment
is not relying on the advice or recommendations of the Initial Purchaser, the Issuer, the Collateral Manager
or any of their respective affiliates (or any representative of any of the foregoing) and (d) has determined
that an investment in the Notes is suitable and appropriate for it. The purchaser has received, and has had
an adequate opportunity to review the contents of, the final Prospectus. The purchaser has had access to
such financial and other information concerning the Issuer and the Notes as it has deemed necessary to
make its own independent decision to purchase Notes, including the opportunity, at a reasonable time prior
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