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

e represented by a Class A1A Rule 144A Definitive Note, without interest coupons, or principal
receipts attached, in the applicable Minimum Denomination and integral multiplies in excess thereof of
the applicable Authorised Denomination will be numbered serially with an identifying number which
will be recorded in the Capital Commitment Register which the Issuer shall procure will be kept by the
Capital Commitment Registrar.
(b) Title to the Registered Notes: Title to the Notes (other than the Class A1A Notes) passes upon
registration of transfers in respect thereof in the Register in accordance with the provisions of the
Agency Agreement and the Trust Deed and in the case of the Class A1A Notes, passes upon
registration of transfers in respect thereof in the Capital Commitment Register in accordance with the
provisions of the Agency Agreement, the Trust Deed and the Class A1A Note Purchase Agreement,
which Capital Commitment Register will be held outside the United Kingdom. Notes will be
transferable only on the books of the Issuer and its agents. The registered holder of any Note will
(except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it
is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its
theft or loss) and no person will be liable for so treating the holder. An up to date copy of the Register
and the Capital Commitment Register shall be held at the registered office of the Issuer and if there are
any inconsistencies between the copy of the Register held by the Registrar or the Capital Commitment
Register held by the Capital Commitment Registrar and the copy of the Register or Capital
Commitment Register held at the registered office of the Issuer, the former shall prevail.
(c) Transfer: Subject to the other conditions set forth herein, transfers of a Global Note shall be limited to
transfers of such Global Note, in whole, but not in part, to nominees of Euroclear, Clearstream,
Luxembourg, or DTC (the “Clearing Systems”) or to a successor of the Clearing Systems or such
successor’s nominee. Definitive Notes may be transferred in whole or in part in nominal amounts
equal to the applicable Minimum Denomination and integral multiples of the applicable Authorised
Denomination in excess thereof only upon the surrender, at the specified office of the Registrar or any
Transfer Agent, of the Definitive Note(s) to be transferred, with the form of transfer endorsed on such
Definitive Note duly completed and executed and together with the relevant form of transfer certificate
as specified in the Trust Deed and such other evidence as the Registrar or Transfer Agent may
reasonably require. In the case of a transfer of part only of a holding of Notes represented by one
Definitive Note, a new Definitive Note will be issued to the transferee in respect of the part transferred
and a further new Definitive Note in respect of the balance of the holding not transferred will be issued
to the transferor. The Class A1A Definitive Notes may only be transferred subject to and in accordance
with the requirements of the Class A1A Note Purchase Agreement including the requirement that the
transferee meets the Rating Requirements.
(d) Delivery of New Certificates: Each new Definitive Note to be issued pursuant to Condition 2(c)
(Transfer) will be available for delivery within five Business Days of receipt of such form of transfer or
of surrender of an existing Definitive Note upon partial redemption. Delivery of new Definitive
Note(s) shall be made at the specified office of the Transfer Agent or of the Registrar, as the case may
be, to whom delivery or surrender shall have been made or, at the option of the holder making such
delivery or surrender as aforesaid and as specified in the form of transfer or otherwise in writing, shall
be mailed by pre-paid first class post at the risk of the holder entitled to the new Definitive Note to such
address as may be so specified. In this Condition 2(d) (Delivery of New Certificates), “Business Day”
means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the
specified office of the Transfer Agent and the Registrar.
(e) Transfer Free of Charge: Transfer of Global Notes and Definitive Notes in accordance with these
Conditions on registration or transfer will be effected without charge by or on behalf of the Issuer, the
Registrar, the Capital Commitment Registrar or the Transfer Agents, but upon payment (or the giving
of such indemnity as the Issuer, the Registrar, the Capital Commitment Registrar or the relevant
Transfer Agent may require in respect thereof) of any tax or other governmental charges which may be
imposed in relation to it.
(f)
Closed Periods: No Noteholder may require the transfer of a Note to be registered (i) during the period
of 15 calendar days ending on the due date for redemption (in full) of that Note or (ii) during the period
of 15 calendar days ending on (and including) any Payment Date.
(g) Regulations Concerning Transfer and Registration: All transfers of Notes (other than the Class A1A
Notes) and entries on the Register will be made subject to the detailed regulations concerning the
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