ROCKALL CLO B.V. - Irish Stock Exchange

of each Advance, on any prepayment (on the amount prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand. Unless otherwise directed in writing by the Trustee and the VFN Agent to
the contrary, the Issuer shall make all payments of interest to the VFN Agent for the account of each VF-1
Noteholder.
Each Conduit Noteholder which funds Advances at the Cost of Funds Rate pursuant to VF-1 Condition 2.1.1,
shall notify the VFN Agent (and the VFN Agent shall notify the Issuer) of its applicable Cost of Funds Rate (which
may be a good faith estimate for the three Business Days prior to the Monthly Date) in effect during each
calendar month not less than three Business Days prior to the Monthly Date. At the Issuer's reasonable request,
each Conduit Noteholder will provide an explanation of the calculation of the Cost of Funds Rate. The VFN
Agent, upon determining the interest rate for any Increase of Interbank Rate Advances for any VF-1 Interest
Period, shall promptly notify the Issuer and the VF-1 Noteholders thereof.
At the time the Issuer gives an Increase Request in respect of the making of an Increase of Interbank Rate
Advances (in the case of the initial VF-1 Interest Period applicable thereto) or prior to 2:00 p.m. (London time) on
the third Business Day prior to the expiration of a VF-1 Interest Period applicable to an Increase of Interbank
Rate Advances, the Issuer shall have the right to elect by giving the VFN Agent written notice (or telephonic
notice promptly confirmed in writing) of the VF-1 Interest Period applicable to such Increase, which VF-1 Interest
Period shall, subject to the terms and conditions hereof, be coterminous with Interest Periods save for the first
VF-1 Interest Period which shall start on the date of any Increase and end on the last day of the then current
Interest Period (or such other periods, as may be agreed from time to time by the Issuer and all of the VF-1
Noteholders). If, upon the expiration of any VF-1 Interest Period, the Issuer has failed to (or may not) elect a new
VF-1 Interest Period to be applicable to the Increase of Interbank Rate Advances as provided above, the Issuer
shall be deemed to have elected a VF-1 Interest Period of equivalent duration to the then following Interest
Period.
Principal payments
Pursuant to the VF-1 Conditions, the Issuer shall make payment in full of all unpaid principal of each Advance on
the VF-1 Commitment Termination Date. Prior thereto, the Issuer may, subject to certain conditions, from time to
time on any Business Day, make a voluntary prepayment, in whole or in part, of the Principal Amount
Outstanding of any Advances made as part of any particular Increase. In addition, the Issuer shall (a) on each
date when any reduction in the Total VF-1 Commitments shall become effective, make a mandatory prepayment
of all Advances equal to the excess, if any, of the aggregate Principal Amount Outstanding of all Advances over
the Total VF-1 Commitments as so reduced, (b) make a prepayment of Advances (i) as may be required by the
Security and Intercreditor Deed and (ii) to the extent necessary to eliminate the amount, if any, by which the
Principal Amount Outstanding of Advances at such time exceeds the Total VF-1 Commitments due to a change
in applicable rates of exchange between Euros and the relevant Optional Currencies and (c) immediately upon
any acceleration of the maturity of any Advances pursuant to the Security and Intercreditor Deed and shall, as
required by the Security and Intercreditor Deed, repay all Advances.
Prepayments in respect of Advances under the VF-1 Conditions shall be made to the VF-1 Noteholders pro rata
in accordance with the VF-1 Conditions and amounts received in respect of the prepayment of such Advances by
each VF-1 Noteholder shall be applied to the prepayment of those Advances incurring the lowest breakage costs.
Fees
The Issuer agrees to pay on each Payment Date after the date of the VF-1 Instrument and on the Scheduled
Commitment Termination Date (or if (x) any principal otherwise becomes due in respect of any Advances or (y)
the Total VF-1 Commitments are reduced on a date other than the Scheduled Commitment Termination Date, on
such date), to the VFN Agent for the account of each VF-1 Noteholder for the period relating to each such
payment, a non-refundable fee in an amount equal to the product of (i) the daily average Unutilised Commitment
during the period ending on such date, (ii) the applicable VF-1 Noteholder's Percentage, (iii) the Commitment Fee
Rate applicable to each VF-1 Noteholder and (iv) the number of days in such period divided by 360, unless
otherwise specified in the relevant VF-1 Noteholder Fee Letter.
The Issuer shall pay fees to the VFN Agent in the amount and manner specified in the VFN Agent Fee Letter.
Increased Costs, Illegality etc.
At any time that any Interbank Rate Advance or COF Advance is affected by the circumstances relating to
increased costs or illegality as described in the VF-1 Conditions, the Issuer may (and in the case of an Interbank
Rate Advance or COF Advance affected by illegality, the Issuer shall) either (i) if the affected Interbank Rate
Advance or COF Advance is thereafter scheduled to be made pursuant to an Increase Request, cancel said
Increase from such VF-1 Noteholder by giving the VFN Agent telephonic notice (confirmed promptly in writing)
thereof on the same date that the Issuer was notified by a VF-1 Noteholder of the existence of such
circumstances, or (ii) if the affected Interbank Rate Advance or COF Advance is then outstanding, upon at least
three Business Days' written notice (or telephonic notice promptly confirmed in writing) to the VFN Agent, prepay
each such Interbank Rate Advance or COF Advance, as applicable.
- 153 -