ROCKALL CLO B.V. - Irish Stock Exchange

(p)
(q)
breakage costs, if any, then due and payable by the Issuer to the Class D Noteholders, in each case,
rateably, until paid in full;
sixteenth, to pay the Incentive Fee (if any);
seventeenth, to pay any amounts remaining following the application of paragraphs (a) to (p) (inclusive)
above, rateably to the Holders of the Class E Subordinated Notes for application:
(i)
(ii)
with respect to the Class E-1 Subordinated Notes, as follows:
(A)
(B)
(C)
first, in payment of any interest then due and payable to the Class E-1a Preferred
Subordinated Notes in full;
second, in payment of any Interest then due and payable to the Holders of Class E-1b
Subordinated Notes in full; and
third, the remainder in payment of any Additional Interest to the Holders of Class E-1b
Subordinated Notes;
with respect to the Class E-2 Subordinated Notes, as follows:
(A) first, in payment of any interest then due and payable to the Holders of Class E-2
Subordinated Notes in full; and
(B)
second, the remainder in payment of any Additional Interest Amount to the Holders of
Class E-2 Subordinated Notes in full.
The Security and Intercreditor Deed contains various additional provisions, including those related to
maintenance of the Interest Custody Account and Principal Custody Account and the rights, powers and
responsibilities of the Security Trustee.
Governing Law
The Security and Intercreditor Deed will be governed by, and construed in accordance with, English law without
regard to conflicts of laws principles, except to the extent that the perfection (and effect of perfection or
non-perfection) of any security interest in some portion of the Collateral is governed by the law of a jurisdiction
other than that of England and Wales.
Definitions
For the purposes of this section of this Offering Circular the following terms have the following meanings:
"Early Termination Date" means, in relation to a Secured Hedging Agreement, an "Early Termination Date" as
defined therein.
"Further Notes” or “VF Notes Closing Date" in relation to any Further Notes or VF Notes means the initial date
on which any proceeds from such Further Notes or VF Notes are provided to the Issuer.
"Further Notes” or “VF Notes" means any Notes or VF Notes issued by the Issuer after the Initial Closing Date.
"Intermediate Trade" means a sale or other disposition of any Collateral pursuant to one or more transactions by
or on behalf of the Issuer with a Market Value exceeding €1,000,000 but not exceeding €5,000,000 (or their
equivalent in other currencies).
"Junior Secured Creditor" means the Holder of a Junior Secured Obligation
"Junior Secured Obligations" means:
(a)
(b)
(c)
(d)
prior to the Senior Discharge Date, any Class B Notes, Class C Notes, Class D Notes and/or Class E
Subordinated Notes;
following the Senior Discharge Date but prior to the Class B Notes Discharge Date, any Class C Notes,
Class D Notes and/or Class E Subordinated Notes;
following the Class B Notes Discharge Date but prior to the Class C Notes Discharge Date, any Class D
Notes and/or Class E Subordinated Notes; and
following the Class C Notes Discharge Date but prior to the Class D Notes Discharge Date, any Class E
Subordinated Notes,
including, in each case, any amount comprising a payment of any principal, premium, interest, commitment fees
or breakage costs (if any) other than to the Controlling Class, as the context may require.
"Major Trade" means a sale or other disposition of any Collateral pursuant to one or more transactions by or on
behalf of the Issuer with a Market Value exceeding €5,000,000 (or its equivalent in other currencies).
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