ROCKALL CLO B.V. - Irish Stock Exchange

Automatic Termination of the Collateral Management Agreement
The Collateral Management Agreement will automatically terminate upon the earlier to occur of (a) the payment
in full of the VF Notes and Notes and the termination of the Security Documents in accordance with their terms
and (b) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation as provided in
the Security Documents.
Substitute Collateral Manager
Notwithstanding any of the foregoing, no resignation or removal of the Collateral Manager shall be effective until
such time as a substitute Collateral Manager has accepted such appointment in writing, and that such substitute
has been approved by each applicable Rating Agency pursuant to a Rating Agency Confirmation.
Upon any such removal or resignation of the Collateral Manager while any of the Notes are Outstanding, the
Issuer shall appoint a substitute Collateral Manager which is an established institution which: (a) has
demonstrated an ability to professionally and competently perform duties similar to those falling to be performed
by the Collateral Manager and with a substantially similar (or better) level of expertise, (b) is legally qualified and
has the regulatory capacity to act as manager under the Collateral Management Agreement as successor to the
Collateral Manager in the assumption of all of the responsibilities, duties and obligations of the Collateral
Manager thereunder, (c) will perform its duties under the Collateral Management Agreement without causing
adverse tax consequences to the Issuer or any Holder of Permitted Indebtedness and (d) has received Rating
Agency Confirmation. The Issuer shall appoint any substitute Collateral Manager that satisfies the foregoing tests
and is proposed by the Holders of 50 per cent. or more in Principal Amount Outstanding of the Class E
Subordinated Notes provided that the Controlling Class Agent (at the direction of the Controlling Class) does not
reject the appointment of such substitute Collateral Manager within 30 days of such appointment and provided
further that if the Collateral Manager, any of its Affiliates or any funds in respect of which the Collateral Manager
or its Affiliates then exercise voting control, hold 50 per cent. or more in Principal Amount Outstanding of the
Class E Subordinated Notes, the Controlling Class Agent (at the direction of the Controlling Class) shall have the
right to elect a substitute Collateral Manager of its own choosing.
The Management Fee and the Incentive Fee may be adjusted at the discretion of the Issuer (pursuant to Rating
Agency Confirmation and with the consent of the Trustee, the Security Trustee and the Class E Subordinated
Noteholders acting by Extraordinary Resolution) in the event of a replacement or substitute Collateral Manager
being appointed in place of the Collateral Manager.
Delegation by the Collateral Manager
In providing services under the Collateral Management Agreement, the Collateral Manager, without the prior
consent of the Issuer, any Noteholder, the Trustee, the Security Trustee or any other person, may employ third
parties, including its Affiliates, to render advice (including investment management) and assistance and/or to
acquire Issuer Investments on behalf of the Issuer, and may direct (by notice in writing to the Issuer, the Security
Trustee and the Trustee) that a specified portion of the fees otherwise payable to the Collateral Manager be paid
to such third party in consideration of the provision of such services; provided, however, that (a) the Collateral
Manager shall not be relieved of any of its duties hereunder regardless of the performance of any services by
third parties and (b) such employment of third parties, including its Affiliates, shall be in compliance with article 41
of the Further Regulation to The Netherlands Securities Market Supervision Act 1995 (Nadere Regeling
gedragstoezicht effectenverkeer 2002).
Notes held by the Collateral Manager
Any Notes held by, for the account of or on behalf of the Collateral Manager and/or its Affiliates and/or any
partners, managing members, advisors, directors, officers or employees of the Collateral Manager or its Affiliates
at that time will have voting rights with respect to any vote (or written direction or consent) in connection with any
matters as to which Holders of Issuer Indebtedness are entitled to vote including, without limitation, the removal
of the Collateral Manager, and will be deemed to be Outstanding in connection with any such vote.
Liability of the Collateral Manager
The Collateral Manager will agree in the Collateral Management Agreement to perform its obligations under the
Collateral Management Agreement with reasonable care and, subject to the terms and conditions of the
Collateral Management Agreement, to perform its obligations thereunder in a manner consistent with practices
and procedures generally followed by prudent institutional investment advisers of international standing. The
Collateral Manager is exempted from liability arising out of or in connection with the performance of its duties
under the Collateral Management Agreement except by reason of acts or omissions of the Collateral Manager
constituting wilful misconduct, negligence or other breach of the terms of the Collateral Management Agreement.
Amendments Affecting the Collateral Manager
The Issuer has agreed in the Collateral Management Agreement that it will not permit any amendment to the
Notes, the Trust Deed, or any other Transaction Document that affects the obligation, rights or Interests of the
Collateral Manager under the Collateral Management Agreement or any other Transaction Document including,
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