ROCKALL CLO B.V. - Irish Stock Exchange

without limitation, the priority of any fees or other amounts payable to the Collateral Manager, to become effective
unless the Collateral Manager has been given written notice of such amendment and has consented thereto in
writing.
Liquidation of Portfolio
In the event that a Majority Senior Holder elects to rescind the acceleration of the VF Notes and the Notes
following the occurrence of an Event of Default pursuant to Condition 10 or the VF-1 Conditions but any Holder
holding a sufficient proportion of Senior Indebtedness to block the passing of an Extraordinary Resolution elects
not to rescind the acceleration of such debt and to be repaid, then the Controlling Class Agent shall (a) if the
Market Value (plus accrued interest thereon) of the Portfolio at such time is less than the Principal Amount
Outstanding of Senior Indebtedness plus accrued interest thereon, require the Collateral Manager to liquidate
such proportion of the Market Value (plus accrued interest thereon) of the Portfolio equal to the proportion of
Senior Indebtedness held by such Holder at such time and shall pay that amount to such Holder or (b) if the
Market Value (plus accrued interest thereon) of the Portfolio at such time is greater than the Principal Amount
Outstanding of Senior Indebtedness plus accrued interest thereon the Controlling Class Agent shall direct the
Collateral Manager to liquidate the assets in the Portfolio in order to repay such Holder its Principal Amount
Outstanding of Senior Indebtedness together with accrued interest thereon.
In the event that a Majority Senior Holder elects not to rescind the acceleration of the repayment of the VF Notes
and the Notes following the occurrence of an Event of Default pursuant to Condition 10 or the VF-1 Conditions
but any Holder holding a sufficient proportion of Senior Indebtedness to block the passing of an Extraordinary
Resolution elects not to accelerate, then (a) the Controlling Class Agent shall, if the Market Value (plus accrued
interest thereon) of the Portfolio at such time is less than the Principal Amount Outstanding of Senior
Indebtedness plus accrued interest thereon, use its best efforts to liquidate such proportion of the Market Value
(plus accrued interest thereon) of each asset as is equal to the proportion of Senior Indebtedness held by the
Majority Senior Holder at such time or, if no such liquidation has been completed within 10 Business Days of the
commencement thereof, use its best efforts to liquidate assets in the Portfolio in such a way as to retain the
diversification of assets present in the Portfolio prior to the commencement of such liquidation and shall pay that
amount to such Holder or (b) if the Market Value of the Portfolio at such time is greater than the Principal Amount
Outstanding of Senior Indebtedness plus accrued interest thereon, the Controlling Class Agent shall direct the
Collateral Manager to liquidate the Portfolio in its entirety and to repay all Outstanding Senior Indebtedness at its
Principal Amount Outstanding together with accrued interest thereon.
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