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

Upon (i) the Collateral Manager receiving a notice terminating its appointment or (ii) the Collateral
Manager giving notice of its resignation and prior to a successor collateral manager being appointed by the
Issuer, the Collateral Manager shall not sell any Collateral Debt Securities in the Portfolio other than Credit Risk
Securities, Defaulted Securities or Defaulted Equity Securities and shall not acquire any Collateral Debt
Securities on behalf of the Issuer.
The Trustee is entitled to exercise the rights and remedies of the Issuer under the Collateral Management
Agreement (a) upon the occurrence of an Issuer Event of Default until such time, if any, as such Issuer Event of
Default is cured or waived, (b) upon the occurrence of an event specified in the Collateral Management
Agreement pursuant to which the Issuer is entitled to remove the Collateral Manager for “cause” or (c) upon a
material default in the performance, or a material breach, of any covenant, representation, warranty or other
agreement of the Collateral Manager under the Collateral Management Agreement or in any certificate or
written notice delivered pursuant thereto if (i) so requested in writing by the holders of at least 25 per cent. in
aggregate principal amount of the Notes Outstanding of the Controlling Class and (ii) such default or breach (if
remediable) continues for a period of 30 days after notice has been given to the Collateral Manager by the
Trustee of such default or breach.
In certain circumstances, the interests of the Issuer and/or the holders of the Notes with respect to matters as
to which the Collateral Manager is acting as collateral manager to the Issuer may conflict with the interests of
the Collateral Manager or its Affiliates. See “Risk Factors—Certain Conflicts of Interest” above.
Key Persons
For so long as Investec or one of its Affiliates is the Collateral Manager, in the event that three out of four
of the Key Persons cease to be employed by the Collateral Manager or any of its Affiliates, the Collateral
Manager must within 90 days following the occurrence of such event, hire a suitably qualified professional with
the comparable experience of the relevant Key Persons. The failure by the Collateral Manager to find a
replacement for the Key Persons who are no longer in the employment of the Collateral Manager or any of its
Affiliates after the 90 day period will constitute “cause” for which the Collateral Manager may be removed.
“Key Persons” means Andy Clapham, Henrik Malmer, Jeff Boswell and David Beadle and any replacement for
each of them from time to time and “Key Person” means each or any of them (including any replacement).
Holding of Class N Notes
On the Issue Date, Investec and/or one or more of its Affiliates acquired 25 per cent. of the principal
amount of the Class N Notes Outstanding. Investec and/or any fund, partnership, trust, company or any entity
with respect to which it acts as investment manager will not acquire or hold at any time, directly or indirectly,
more than 25 per cent. of the principal amount outstanding of the Class N Notes. It is the intention of Investec
either to hold, directly or indirectly, or to have a fund, partnership, trust, company or other entity with respect to
which it acts as investment manager hold, a minimum average of 19.5 per cent. of the principal amount
outstanding of the Class N Notes in any five year period until maturity or earlier redemption, so long as Investec
is the Collateral Manager.
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