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

No Note (or any interest therein) may be transferred to a transferee
acquiring a Rule 144A Note except (a) to a transferee whom the
transferor reasonably believes is a Qualified Institutional Buyer,
purchasing for its own account or to whom notice is given that the
resale, pledge or other transfer is being made in reliance on an
exemption from the registration requirements of the Securities Act,
(b) to a transferee that is a “qualified purchaser” as defined in the
Investment Company Act, (c) in compliance with the certification
(if any) and other requirements set forth in the Trust Deed or the
Agency Agreement and (d) in accordance with any applicable
securities laws of any state of the United States and any other
relevant jurisdiction. See “Plan of Distribution and Transfer
Restrictions” below.
No Note (or any interest therein) may be transferred to a transferee
acquiring an interest in a Regulation S Note except (a) to a
transferee who is acquiring such interest in an offshore transaction
(within the meaning of Regulation S) in accordance with
Regulation S, (b) to a transferee (other than any transferee who
acquires an interest in a Regulation S Global Note after the end of
the Distribution Compliance Period in an offshore transaction in
accordance with Rule 904 of Regulation S) who is not a U.S.
Person or a U.S. Resident, (c) in compliance with the certification
(if any) and other requirements set forth in the Trust Deed and (d)
if such transfer is made in accordance with any applicable
securities laws of any state of the United States and any other
relevant jurisdiction. See “Plan of Distribution and Transfer
Restrictions” below.
No Note (or any interest therein) may be transferred, and none of
the Issuer, the Registrar, any Transfer Agent and the Trustee will
recognise any purported transfer, unless (a) the transfer is made in
a manner exempt from registration under the Securities Act, (b)
such transfer is made in denominations equal to or greater than the
Minimum Denomination therefor, (c) such transfer would not have
the effect of requiring the Issuer or the pool of Collateral to register
as an investment company under the Investment Company Act and
(d) the transferee is able to make all applicable certifications and
representations required by the relevant transfer certificate set out
in the Trust Deed (if applicable). See “Plan of Distribution and
Transfer Restrictions” below.
Notwithstanding the foregoing paragraph, (x) an owner of a
beneficial interest in a Regulation S Global Note may transfer such
interest in the form of a beneficial interest in such Regulation S
Global Note without the provision of written certification, provided
that (1) prior to the expiration of the Distribution Compliance
Period such transfer is not made to a U.S. Person or U.S. Resident
or for the account or benefit of a U.S. Person or U.S. Resident and
is effected through Euroclear or Clearstream, Luxembourg in an
offshore transaction as required by Regulation S and (2) after the
expiration of the Distribution Compliance Period, any transfer not
effected in an offshore transaction in accordance with Rule 904 of
Regulation S may be made only upon provision to the Registrar of
written certification from the transferee and transferor in the form
provided in the Trust Deed, and (y) an owner of a beneficial
interest in a Rule 144A Global Note may transfer such interest in
the form of a beneficial interest in such Rule 144A Global Note
without the provision of written certification. See “Plan of
Distribution and Transfer Restrictions” below.
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