ROCKALL CLO B.V. - Irish Stock Exchange

(b)
(c)
(d)
Notes existing at the time of issue of such additional Class E Subordinated Notes, to
the extent that the five year amortisation period applicable to such issuance costs has
not expired as at the Closing Date of the additional Class E Subordinated Notes to be
acquired by the New Holders.
In addition to the foregoing, the Issuer may also from time to time without the consent of the
Noteholders of any Class but subject to the Intercreditor Arrangements, create and issue
further notes provided (x) the requirements of (ii) to (ix) above and certain additional conditions
contained in the Master Trust Deed are satisfied and (y) the Conditions of such notes
incorporate the Base Conditions as amended in accordance with the provisions of the same
and the Master Trust Deed.
Any further notes forming a single series with Notes constituted by the Trust Deed or any deed
supplemental to it shall be constituted by a deed supplemental to the Trust Deed and any notes
issued pursuant to Condition 17(b) shall be constituted by a Trust Instrument pursuant to the
Master Trust Deed.
Any Class E Subordinated Notes issued pursuant to Condition 17(a) which have a Non-Call
Period which differs from that of any Class E Subordinated Notes already in issue, shall only be
consolidated and form a single series with such Outstanding Class E Subordinated Notes once
the Non-Call Period applicable to such new issue and the Non-Call Period applicable to such
Outstanding Class E Subordinated Notes have both expired.
Noteholders should be aware that additional notes that are treated for non-tax purposes as a single
series with the original Notes may be treated as a separate series for U.S. federal income tax purposes.
In such case, the new notes may be considered to have been issued with "original issue discount" (as
defined in the Offering Circular headed "Tax Considerations – United States Federal Income Taxation"),
which may affect the market value of the original Notes since such additional notes may not be
distinguishable from the original Notes.
18. Third-Party Rights
The Amendment Buy-Out Purchaser may enforce any right contained in these Conditions to the extent
that these Conditions express that the Amendment Buy-Out Purchaser has such right in accordance
with Condition 14(c) (Modification and Waiver).
Except as provided above, no person shall have any right to enforce any term or condition of the Notes
under the Contracts (Rights of Third Parties) Act 1999.
19. Governing Law
(a)
(b)
(c)
Governing Law
The Trust Deed and the Notes of each Class are governed by and shall be construed in
accordance with English law.
Jurisdiction
The courts of England are to have jurisdiction to settle any disputes which may arise out of or
in connection with the Notes, and accordingly any legal action or proceedings arising out of or
in connection with the Notes ("Proceedings") may be brought in such courts. The Issuer has in
the Trust Deed irrevocably submitted to the jurisdiction of such courts and waives any objection
to Proceedings in any such courts whether on the ground of venue or on the ground that the
Proceedings have been brought in an inconvenient forum. This submission is made for the
benefit of each of the Noteholders and the Trustee and shall not limit the right of any of them to
take Proceedings in any other court of competent jurisdiction nor shall the taking of
Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not).
Agent for Service of Process
The Issuer appoints TMF Management (UK) Ltd., of Atlas House, 1 King Street, London EC2V
8AU as its agent in England to receive service of process in any Proceedings in England based
on any of the Notes. If for any reason the Issuer does not have such an agent in England, it will
promptly appoint a substitute process agent and notify the Trustee and the Noteholders of such
appointment. Nothing herein shall affect the right to service of process in any other manner
permitted by law.
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