ROCKALL CLO B.V. - Irish Stock Exchange

(ii)
the Net Asset Value allocable to such Class E Subordinated Note as of the
later of the date of issuance of such Class E Subordinated Note and the
Valuation Date following the Incentive Fee Payment Date on which an
Incentive Fee was last paid in respect thereof.
For the purpose of the above calculations, Applicable EURIBOR Rate means:
(i)
(ii)
for the purposes of (I) above, the average of the EURIBOR rates (day-count adjusted for each
Due Period) set at the four Interest Determination Dates preceding the Incentive Fee Payment
Date; and
for the purposes of (II) above, the average of the EURIBOR rates (day-count adjusted for each
Due Period) set at the Interest Determination Dates beginning with the Interest Determination
Date immediately prior to the last Incentive Fee Payment Date (or the Closing Date if no
Incentive Fee Payment Date has yet occurred) up to the Interest Determination Date preceding
the Redemption Date referred to in (II) above.
In the case of the date of issuance of any Class E Subordinated Notes falling between Determination
Dates, the Applicable EURIBOR Rate for the period until the next Determination Date shall be
determined by the Collateral Administrator in accordance with procedures which the Collateral Manager
determines to be in accordance with then current market practice.
Notwithstanding the above, if the Incentive Fee has to be determined on a date which is not a
Determination Date (such date, an "Interim Determination Date"), the Applicable EURIBOR Rate for
the period from the immediately preceding Determination Date to the Interim Determination Date shall
be determined by the Collateral Administrator in accordance with procedures which the Collateral
Manager determines to be in accordance with then current market practice.
For the avoidance of doubt, for the purpose of calculating the Incentive Fee, partial instalments of
Partially Paid Class E Subordinated Notes shall not be included as of their date of issuance, but as of
their respective Class E Partial Payment Date (as defined in Condition 2(i) of the Notes).
In accordance with the Intercreditor Priority of Payments, the Incentive Fee shall rank senior in right of
payment to the Class E Subordinated Notes but junior in right of payment to the entitlements of all other
Secured Creditors.
Termination and Resignation
Term and Termination Without Cause
The Collateral Management Agreement will become effective on the Initial Closing Date, will remain in effect until
the seventh Incentive Fee Payment Date following the Initial Closing Date and will automatically be renewed for
additional one year terms on and as of each anniversary of such Incentive Fee Payment Date unless it is
terminated as follows: (a) at the end of each successive one year term, upon 90 days' written notice to the
Collateral Manager pursuant to an Extraordinary Resolution of Holders of Class E Subordinated Notes or (b) by
the Collateral Manager at any time on 45 Business Days' written notice to the Issuer (or such shorter notice as is
acceptable to the Issuer), subject in either case to the appointment of a successor Collateral Manager as set out
below.
Termination for Cause
The following is a non-exhaustive list of those events in respect of which the Collateral Manager may be removed
upon ten days' prior written notice by the Issuer: (i) on the occurrence of a failure by the Collateral Manager to
comply with or perform any material agreement or obligation to be complied with or performed in accordance with
the Collateral Management Agreement and such failure (if remediable) is not remedied on or before the 30th day
after written notice of such failure is given to the Collateral Manager, (ii) if a representation made or deemed to
have been made by the Collateral Manager pursuant to the Collateral Management Agreement proves to have
been incorrect or misleading in any material respect when made or deemed to have been made, (iii) certain
events relating to consolidation or amalgamation, (iv) on the occurrence of certain bankruptcy and other
insolvency events relating to the Collateral Manager, (v) if the Collateral Manager or any of its senior executive
officers is convicted by a court of competent jurisdiction of any action that constitutes fraud whilst carrying out
their collateral management activities and (vi) the wilful violation or wilful breach by the Collateral Manager of any
provision of the Collateral Management Agreement or any provision of the Trust Deed applicable to it.
Removal for Tax Reasons
The Collateral Manager may also be removed at the option of the Issuer upon 30 days' written notice given by
the Issuer if at any time the appointment of the Collateral Manager under the Collateral Management Agreement
would cause the Issuer to be exposed to United Kingdom tax by virtue of causing the Issuer to be trading in the
United Kingdom for United Kingdom tax purposes.
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