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

the Issuer is party that is made in, or whose performance involves a, violation of the Investment Company Act
would be unenforceable by any party to the contract unless a court were to find that under the circumstances
enforcement would produce a more equitable result than non-enforcement and would not be inconsistent with
the purposes of the Investment Company Act. Should the Issuer be subjected to any or all of the foregoing, the
Issuer would be materially and adversely affected.
Each purchaser of a beneficial interest in a Rule 144A Global Note will be deemed to represent and agree at
the time of purchase that: (a) the purchaser is both a Qualified Institutional Buyer and a Qualified Purchaser
purchasing for its own account or one or more accounts with respect to which it exercises sole investment
discretion, each of which is both a Qualified Institutional Buyer and a Qualified Purchaser, and in each case is
purchasing the Notes for investment purposes and not with a view to the resale, distribution or other disposition
thereof; (b) the purchaser is not a dealer described in paragraph (a)(1)(ii) of Rule 144A unless such purchaser
owns and invests on a discretionary basis at least U.S.$25,000,000 in securities of issuers that are not affiliated
persons of the dealer; (c) the purchaser is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule
144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan,
unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such
plan; (d) the purchaser was not formed for the purposes of investing in the Issuer (except where each individual
owner of the purchaser is a Qualified Purchaser); (e) that such purchaser, and each account for which it is
purchasing, will hold and transfer at least the Minimum Denomination; (f) that such purchaser acknowledges
that the Issuer may receive a list of participants holding positions in its securities from one or more book-entry
registries; and (g) that such purchaser acknowledges that the Notes have not been and will not be registered
under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except (1) to a
Qualified Purchaser that the seller reasonably believes is a Qualified Institutional Buyer, purchasing for its own
account or one or more accounts with respect to which it exercises sole investment discretion, each of which is a
Qualified Purchaser that the seller reasonably believes is a Qualified Institutional Buyer, 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 and from which the same representations and acknowledgements are received
as given by the purchaser in this sentence, none of which is (x) a dealer of the type described in paragraph
(a)(1)(ii) of Rule 144A unless it owns and invests on a discretionary basis not less than U.S.$25,000,000 in
securities of issuers that are not affiliated to it, (y) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of
Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan,
unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such
plan, or (z) formed for the purpose of investing in the Issuer (except where each beneficial owner of the
purchaser is a Qualified Purchaser), or (2) to a person that is neither a U.S. Person nor a U.S. Resident in an
“offshore transaction” in reliance on Regulation S and (i) the purchaser will provide written notice of the
foregoing, and of any applicable restrictions on transfer, to any transferee.
The Trust Deed provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer
determines that any beneficial owner of a Note (or any interest therein) is a U.S. Person (within the meaning of
Regulation S under the Securities Act) and is not both a Qualified Institutional Buyer and Qualified Purchaser,
then the Issuer may require, by notice to such Noteholder, that such Noteholder sell all of its right, title and
interest to such Note (or interest therein) to a Person that is a Qualified Institutional Buyer and Qualified
Purchaser, with such sale to be effected within 30 days after notice of such sale requirement is given. If such
beneficial owner fails to effect the transfer required within such 30 day period, (i) upon direction from the
Issuer, the Trustee, on behalf of and at the expense of the Issuer, shall cause such beneficial owner’s interest in
such Note to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with
Section 9-610 of the Uniform Commercial Code as in effect in the State of New York as applied to securities
that are sold on a recognised market or that may decline speedily in value) to a person that certifies to the
Trustee, the Issuer and the Collateral Manager, in connection with such transfer, that such person is a both
Qualified Institutional Buyer and a Qualified Purchaser and to whom a beneficial interest in such Note may be
otherwise transferred in accordance with the transfer restrictions set forth in the Trust Deed and (ii) pending
such transfer, no further payments will be made in respect of such Note held by such beneficial owner.
ERISA Considerations
See “ERISA Considerations” for a detailed discussion of certain ERISA, Code and related considerations
with respect to an investment in the Notes.
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