ROCKALL CLO B.V. - Irish Stock Exchange

dealings (including in the case of a Minor Trade), the Security Trustee may revoke an Issuer Order
acknowledged by it by notice to each of the Issuer, the Custodian, the Collateral Administrator and the Collateral
Manager. An acknowledgement by the Security Trustee of such Issuer Order will be otherwise irrevocable.
If the Issuer requests an acknowledgement from the Security Trustee in relation to the application of any part of
the Deposits in or towards the purchase of Cash Equivalents, as a condition of providing such acknowledgement,
the Security Trustee may require the provision of one or more perfected Security Interests in and over such Cash
Equivalents in form and substance satisfactory to it.
Intercreditor Priority of Payments
Amounts received by the Security Trustee in consequence of (a) an enforcement of the security created pursuant
to the Security Documents and/or (b) the provision of an Acceleration Notice which remains in effect, shall be
applied by the Security Trustee in the following manner and order (the "Intercreditor Priority of Payments"):
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
first, to pay any taxes to which the Issuer is subject;
second, to pay rateably (i) any Trustee Fees and Expenses then due and payable, (ii) any amounts
payable to the Managing Directors pursuant to the Management Agreement, (iii) any outstanding Issuer
Fees and (iv) any Dealer Fees (together with any VAT payable on the same) due and payable (or which
but for the relevant enforcement would have been due and payable) until paid in full;
third, to pay rateably (i) expenses of collection then due and payable by the Issuer to the Trustee, the
Security Trustee, each Agent and the VFN Agent (as applicable) to the extent not paid in (b)(i) above,
(ii) any Management Fee (together with any VAT payable on the same) then due and payable by the
Issuer to the Collateral Manager and (iii) any Administrative Expenses (other than any Dealer Fees)
then due and payable by the Issuer (in an aggregate amount not exceeding €300,000) until paid in full;
fourth, to pay interest then due and payable to Holders of Senior Indebtedness, rateably, until paid in
full;
fifth, to pay (i) the principal then due and payable to the Holders of Senior Indebtedness and (ii) net
settlement amounts then due and payable to Secured Hedging Counterparties, rateably, until paid in full;
sixth, to pay (i) commitment fees in respect of any Senior Indebtedness and any remaining amounts
payable to the Holders of Senior Indebtedness, including but not limited to indemnity claims (provided
that such indemnity claims, excluding for breakage-costs, shall not exceed 1 per cent. of the Issuer's
total assets as at the last Reporting Date), make-whole premiums and breakage costs, if any, then due
and payable by the Issuer to the Holders of Senior Indebtedness and (ii) any remaining amounts (x) of
Senior Indebtedness and/or (y) due from the Issuer to Secured Hedging Counterparties (to the extent
not paid in full pursuant to paragraph (e) above), in each case, rateably, until paid in full;
seventh, to pay any interest then due and payable to the Class B Noteholders, rateably, until paid in full;
eighth, to pay any principal then due and payable to the Class B Noteholders, rateably, until paid in full;
ninth, to pay any remaining amounts payable to the Class B Noteholders, including but not limited to
indemnity claims (provided that such indemnity claims, excluding for breakage-costs, shall not exceed
1 per cent. of the Issuer's total assets, as at the last Reporting Date), make-whole premiums and
breakage costs, if any, then due and payable by the Issuer to the Class B Noteholders, in each case,
rateably, until paid in full;
tenth, to pay any interest then due and payable to the Class C Noteholders, rateably, until paid in full;
eleventh, to pay any principal then due and payable to the Class C Noteholders, rateably, until paid in
full;
twelfth, to pay any remaining amounts payable to the Class C Noteholders, including but not limited to
indemnity claims (provided that such indemnity claims, excluding for breakage-costs, shall not exceed
1 per cent. of the Issuer's total assets, as at the last Reporting Date), make-whole premiums and
breakage costs, if any, then due and payable by the Issuer to the Class C Noteholders, in each case,
rateably, until paid in full;
thirteenth, to pay any interest then due and payable to the Class D Noteholders, rateably, until paid in
full;
fourteenth, to pay any principal then due and payable to the Class D Noteholders, rateably, until paid in
full;
fifteenth, to pay any remaining amounts payable to the Class D Noteholders, including but not limited to
indemnity claims (provided that such indemnity claims, excluding for breakage-costs, shall not exceed
1 per cent. of the Issuer's total assets, as at the last Reporting Date), make-whole premiums and
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