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ROCKALL CLO B.V. - Irish Stock Exchange

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Under-Collateralisation Cure Methodologies fails to cure an<br />

Over-Collateralisation Failure, the Issuer (or the Collateral Manager on its<br />

behalf) shall make payments in accordance with the Prepayment Cure<br />

Methodology in order to cure the resulting Supervening Shortfall by the<br />

Long-Stop Date. Failure to do so will give rise to an Under-Collateralisation<br />

Event, which constitutes an Event of Default for the purpose of the<br />

Conditions (see Condition 10 (Events of Default)).<br />

Blockage Periods<br />

Upon the occurrence of a Senior Payment Default or in the event that the<br />

Issuer fails to be in compliance with the Senior Over-Collateralisation Test<br />

(before giving effect to any grace period set forth in the applicable<br />

Transaction Documents), the Issuer and, upon receipt of actual knowledge<br />

thereof, the Representative of the Holders of the applicable Senior<br />

Indebtedness shall provide written notice (or telephone notice promptly<br />

confirmed in writing) thereof to the Custodian, the Security Trustee and the<br />

other Representatives (or all Representatives in the case of a notice by the<br />

Issuer) and, unless and until such Senior Payment Default shall have been<br />

cured or waived or shall have ceased to exist or the Issuer shall have come<br />

into compliance with the Senior Over-Collateralisation Test, as the case<br />

may be, no payment may be made by the Issuer, or on behalf of the Issuer,<br />

on account of the Class B Notes, Class C Notes, Class D Notes or Class E<br />

Subordinated Notes (including pursuant to an Offer to Purchase). Any<br />

failure of the Issuer or any Representative to furnish such notice, or any<br />

defect therein, shall not have any effect on the consequences of such<br />

Senior Payment Default or such failure to comply with the Senior<br />

Over-Collateralisation Test, in each case as provided in the applicable<br />

Transaction Documents. (See Condition 3(h)(i) (Blockage Periods).<br />

If a Senior Blockage Trigger Event shall occur and be continuing, the<br />

Security Trustee shall, if directed by the Controlling Class to do so, provide<br />

a Senior Blockage Notice to the Custodian, the Issuer and each<br />

Representative stating that no payment may be made by the Issuer, or on<br />

behalf of the Issuer, on account of Class B Notes, Class C Notes, Class D<br />

Notes or Class E Subordinated Notes (including pursuant to an Offer to<br />

Purchase) and until the end of the Senior Blockage Period, no such<br />

payment shall be made by either the Issuer or the Security Trustee. No<br />

more than one Senior Blockage Notice may be given during any period of<br />

365 consecutive days. (See Condition 3(h)(i) (Blockage Periods)).<br />

Upon the occurrence of a Class B Notes Payment Default or in the event<br />

that the Issuer fails to be in compliance with the Class B Notes<br />

Over-Collateralisation Test (before giving effect to any grace period set<br />

forth in the applicable Transaction Documents), the Issuer and, upon<br />

receipt of actual knowledge thereof, the Representative of the Holders of<br />

the applicable Class B Notes shall provide written notice (or telephone<br />

notice promptly confirmed in writing) thereof to the Custodian, the Security<br />

Trustee and the other Representatives (or all Representatives in the case<br />

of a notice by the Issuer) and, unless and until such Class B Notes<br />

Payment Default shall have been cured or waived or shall have ceased to<br />

exist or the Issuer shall have come into compliance with the Class B Notes<br />

Over-Collateralisation Test, as the case may be, no payment may be made<br />

by the Issuer, or on behalf of the Issuer, on account of the Class C Notes,<br />

Class D Notes or Class E Subordinated Notes (including pursuant to an<br />

Offer to Purchase), other than on account of: (x) first interest in the<br />

following order of priority: first to the Holders of Senior Indebtedness and<br />

second to the Class B Noteholders and (y) second (i) such amounts of<br />

principal as are required to ensure compliance with the Class B<br />

Noteholders Over-Collateralisation Test in accordance with the order of<br />

priorities set out in Condition 3(i)(Prepayment Amounts) or (ii) the purchase<br />

or other acquisition of Senior Indebtedness or, if no Senior Indebtedness is<br />

then Outstanding, the Class B Notes (including pursuant to an Offer to<br />

Purchase). Any failure of the Issuer or any Representative to furnish such<br />

notice, or any defect therein, shall not have any effect on the<br />

consequences of such Class B Note Payment Default or such failure to<br />

comply with the Class B Notes Over-Collateralisation Test, in each case as<br />

provided in the Conditions. (See Condition 3(h)(ii) (Blockage Periods)).<br />

If a Class B Notes Blockage Trigger Event shall occur and be continuing,<br />

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