ROCKALL CLO B.V. - Irish Stock Exchange

for each calendar week and (y) to the extent that a Market Value Price
therefor is determined using an Approved Pricing Service, on each
Business Day and (ii) to calculate the Market Value of each Issuer
Investment that is an Unquoted Investment at least quarterly, or with
respect to Unquoted Investments having an aggregate Market Value in
excess of 4 per cent. of Total Capitalisation, at least monthly and (B) on
each Business Day on which any Rated Notes or VF Notes remain
Outstanding, determine whether the Over-Collateralisation Tests have
been satisfied by reference to the then most recent Quoted Issuer
Investment Valuation and/or the then most recent Unquoted Issuer
Investment Valuation (see Condition 5(b) (Over-Collateralisation Testing
and Reporting)).
The Over-Collateralisation Tests
Over-Collateralisation Failure
and Collateralisation Shortfall
Dates
Compliance with the Over-Collateralisation Tests is an obligation of the
Issuer under the Trust Deed. Subject to certain provisos the
Over-Collateralisation Tests are satisfied when either: (1)(a) the Senior
Advance Amount (as defined in the Market Valuation Manual) is greater
than or equal to the Principal Amount Outstanding of Senior Indebtedness
(as defined in Condition 1 (Definitions)), (b) the Class B Notes Advance
Amount (as defined in the Market Valuation Manual) is greater than or
equal to the sum of the Principal Amount Outstanding of Senior
Indebtedness and the Principal Amount Outstanding of the Class B Notes,
(c) the Class C Notes Advance Amount (as defined in the Market Valuation
Manual) is greater than or equal to the sum of the Principal Amount
Outstanding of Senior Indebtedness, the Principal Amount Outstanding of
the Class B Notes and the Principal Amount Outstanding of the Class C
Notes and (d) the Class D Notes Advance Amount (as defined in the
Market Valuation Manual) is greater than or equal to the sum of the
Principal Amount Outstanding of Senior Indebtedness, the Principal
Amount Outstanding of the Class B Notes, the Principal Amount
Outstanding of the Class C Notes and the Principal Amount Outstanding of
the Class D Notes or (2) the Issuer has complied with Condition 5(c)
(Over-Collateralisation Failure and Collateralisation Shortfall Dates). In the
event that the Over-Collateralisation Tests are not satisfied, the Issuer (or
the Collateral Manager on its behalf) is obliged to employ certain strategies
to attempt to ensure compliance within specific timeframes (see
Condition 5(c) (Over-Collateralisation Failure and Collateralisation Shortfall
Dates)).
On the occurrence of a failure to comply with the Over-Collateralisation
Tests, the Issuer will procure that the Collateral Manager, on behalf of the
Issuer, shall, not later than the Business Day following the date on which
the breach occurred (such day being referred to in the Conditions as a
Collateralisation Shortfall Date), furnish the Rating Agencies, the VFN
Agent (for furnishing to the VF Noteholders) and the Trustee with a
Collateralisation Shortfall Valuation Statement. Upon the occurrence of a
Collateralisation Shortfall Date, the Issuer (or the Collateral Manager on its
behalf) shall, inter alia, also employ either the Prepayment Cure
Methodology or the Projection Cure Methodology in order to remedy the
breach of the Over-Collateralisation Tests. Pursuant to the Prepayment
Cure Methodology, the Issuer, or the Collateral Manager on its behalf, is
obliged to make prepayments of the VF Notes and Outstanding Notes (see
Condition 7(e)(i) (Mandatory Redemption upon Over-Collateralisation
Failure)) by reference to the seniority of the same up to the level necessary
to cure the relevant under-collateralisation (see paragraph (i) of
Condition 5(c) (Over-Collateralisation Failure and Collateralisation Shortfall
Dates)). Pursuant to the Projection Cure Methodology which the Issuer, or
the Collateral Manager on its behalf, may elect to adopt instead of the
Prepayment Cure Methodology, the Issuer (or the Collateral Manager on its
behalf) is obliged to furnish the Rating Agencies, the VFN Agent (for
furnishing to the VF Noteholders) and the Trustee with a Projection Cure
Statement showing projected compliance with the Over-Collateralisation
Tests by the Long-Stop Date by means of disposing of certain Issuer
Investments and acquiring others in accordance with a specific set of
timelines and redeeming VF Notes and Notes with the net proceeds of
such disposals and acquisitions and other liquidity available to the Issuer
(see paragraph (ii) of Condition 5(c) (Over-Collateralisation Failure and
Collateralisation Shortfall Dates)). In the event that the application of the
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