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

PLAN, UNLESS INVESTMENT DECISIONS ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE
OR SPONSOR OF SUCH PLAN, (IV) IS PURCHASING THIS NOTE FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS ALSO A QUALIFIED
PURCHASER AND (V) WILL PROVIDE WRITTEN NOTICE OF THE FOREGOING AND ANY
OTHER APPLICABLE TRANSFER RESTRICTIONS TO ANY TRANSFEREE; 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.
ANY PROHIBITED TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE OR
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO
THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE
ISSUER OF THIS NOTE, THE TRUSTEE OR ANY INTERMEDIARY. IF THE ISSUER DETERMINES
THAT ANY BENEFICIAL OWNER OR HOLDER OF AN INTEREST IN THIS NOTE THAT IS A U.S.
PERSON IS NOT A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, THE
ISSUER WILL REQUIRE THAT SUCH BENEFICIAL OWNER OR HOLDER SELL ALL OF ITS
RIGHT, TITLE AND INTEREST IN THIS NOTE TO A PERSON WHO IS A QUALIFIED
INSTITUTIONAL BUYER 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.
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE UNITED STATES EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING
OF SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED (“CODE”), OR ANY OTHER EMPLOYEE BENEFIT PLAN SUBJECT TO SIMILAR LAW
OR AN ENTITY THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE THE
ASSETS OF SUCH PLANS IF THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTE
WILL CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SUCH LAWS.
EACH HOLDER OF A SENIOR NOTE, A CLASS B NOTE, A CLASS C NOTE OR A CLASS D NOTE,
BY ACCEPTING THIS NOTE (OR AN INTEREST IN THE NOTES REPRESENTED HEREBY) IS
DEEMED TO REPRESENT AND WARRANT EITHER (I) (A) IT IS NOT (AND FOR SO LONG AS IT
HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON
BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL
NOT BE ACTING ON BEHALF OF) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION
3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (ERISA), A PLAN DESCRIBED IN SECTION 4975 (E) (1) OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE), OR AN ENTITY WHICH IS
DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN
PURSUANT TO SECTION 3(42) OF ERISA AND THE PLAN ASSET REGULATION, WHICH PLAN
OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR ANY
OTHER BENEFIT PLAN INVESTOR (OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN
WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE) OR (B) THE PURCHASE AND HOLDING OF THIS NOTE OR AN INTEREST
HEREIN DO NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, A VIOLATION OF ANY SIMILAR FEDERAL,
STATE, LOCAL OR NON-U.S. LAW); AND (II) IT WILL NOT SELL OR OTHERWISE TRANSFER
SUCH NOTES OR ANY INTEREST THEREIN OTHERWISE THAN TO A PURCHASER OR
TRANSFEREE THAT IS DEEMED (OR IF REQUIRED BY THE TRUST DEED, CERTIFIED) TO
REPRESENT AND AGREE WITH RESPECT TO ITS PURCHASE AND HOLDING OF SUCH NOTES
TO THE SAME EFFECT AS THE PURCHASER’S REPRESENTATION AND AGREEMENT SET
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