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

DESCRIPTION OF THE COLLATERAL MANAGEMENT AGREEMENT
The collateral management functions described herein will be performed by the Collateral Manager
pursuant to authority granted to the Collateral Manager by the Issuer under the Collateral Management
Agreement. Pursuant to the Collateral Management Agreement the Issuer has delegated authority to the
Collateral Manager to carry out certain of its functions in relation to the Portfolio without the requirement for
specific approval by the Issuer.
Fees
The Collateral Manager is, subject to the Priorities of Payment and the limited recourse and non-petition
provisions of the Collateral Management Agreement (which are similar to Condition 4(c) (Limited Recourse and
Non-Petition) under “Conditions of the Notes” above), paid as follows:
(a) an up-front fee and any applicable VAT paid thereon on the Issue Date;
(b) the Base Collateral Management Fee in arrear on each Payment Date;
(c) the Subordinated Collateral Management Fee in arrear on each Payment Date; and
(d) the Incentive Collateral Management Fee, in arrear on each Payment Date only if the Incentive
Management Fee Hurdle Rate is achieved.
Any Base Collateral Management Fee and/or Subordinated Collateral Management Fee not paid on the
Payment Date on which it is due will be added to the Base Collateral Management Fee and/or Subordinated
Collateral Management Fee, respectively, due on the next occurring Payment Date. In the event that the
Collateral Manager is replaced as described below, the Replacement Collateral Manager will be paid the Base
Collateral Management Fee and the Replacement Collateral Manager Subordinated Fee, instead of the fees
described above, on each Payment Date in accordance with the Priorities of Payment. No up-front fee is
anticipated to be paid to any Replacement Collateral Manager.
Termination and Resignation
At any time following the second anniversary of the Issue Date, the Collateral Manager may resign upon 90
days’ written notice to the Issuer with a copy to the Trustee and the Rating Agencies.
The Collateral Manager may be removed without cause (as set out in the Collateral Management
Agreement) upon receiving not less than 60 days’ prior written notice from the Issuer or the Trustee acting upon
an Extraordinary Resolution of each Class of Notes Outstanding (excluding all Notes held by the Collateral
Manager or any of its Affiliates). In circumstances where the Collateral Manager is removed without cause
then, for as long as Investec Principal Finance, a business unit division of Investec Bank (UK) Ltd. (“Investec”)
or one of its Affiliates is the Collateral Manager being removed without cause, the Collateral Manager shall be
entitled to the Collateral Manager Termination Amount.
In addition, the Collateral Manager may at any time be removed for cause upon 10 days’ prior written
notice by the Issuer or the Trustee acting upon an Extraordinary Resolution of the Controlling Class (excluding
all Notes held by the Collateral Manager or any of its Affiliates).
Neither the Collateral Manager nor any Affiliate of the Collateral Manager that holds Notes may vote in a
decision regarding the removal of the Collateral Manager.
For this purpose, “cause” will mean (a) the Collateral Manager wilfully breaches, or takes any action that it
knows breaches, any provision of the Collateral Management Agreement or the Trust Deed; (b) the Collateral
Manager breaches in any material respect any provision of the Collateral Management Agreement and fails to
cure such breach within 30 days of receiving notice from the Issuer or the Trustee of such breach, provided that
if such breach cannot be cured within 30 days, no cause will exist if such breach will not in the opinion of the
Trustee have a material adverse effect on the Noteholders and the Collateral Manager is using all reasonable
efforts to effect a cure and a cure can be effected without regard to a time period; (c) certain events of
bankruptcy or insolvency occur with respect to the Collateral Manager; (d) the occurrence of an Issuer Event of
Default that consists of a default in the payment of principal or interest on the Notes when due and payable or
results from any breach by the Collateral Manager of its duties under the Collateral Management Agreement,
which breach or default is not cured within any applicable cure period; (e) the Collateral Manager or any of its
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