ROCKALL CLO B.V. - Irish Stock Exchange

the Security Trustee shall, if directed by the Controlling Class to do so,
provide a Class B Notes Blockage Notice to the Custodian, the Issuer and
each Representative stating that no payment may be made by the Issuer,
or on behalf of the Issuer, on account of Class C Notes, Class D Notes and
Class E Subordinated Notes (including pursuant to an Offer to Purchase)
and until the end of the Class B Notes Blockage Period, no such payment
shall be made by either the Issuer or the Security Trustee. No more than
one Class B Notes Blockage Notice may be given during any period of 365
consecutive days. (See Condition 3(h)(ii) (Blockage Periods)).
Upon the occurrence of a Class C Notes Payment Default or in the event
that the Issuer fails to be in compliance with the Class C Notes
Over-Collateralisation Test (before giving effect to any grace period set
forth in the applicable Transaction Document), the Issuer and, upon receipt
of actual knowledge thereof, the Representative of the Holders of the
applicable Class C Notes shall provide written notice (or telephone notice
promptly confirmed in writing) thereof to the Custodian, the Security
Trustee and the other Representatives (or all Representatives in the case
of a notice by the Issuer) and, unless and until such Class C Notes
Payment Default shall have been cured or waived or shall have ceased to
exist or the Issuer shall have come into compliance with the Class C Notes
Over-Collateralisation Test, as the case may be, no payment may be made
by the Issuer, or on behalf of the Issuer, on account of Class D Notes or
Class E Subordinated Notes (including pursuant to an Offer to Purchase),
other than on account of: (x) first interest in the following order of priority:
first to the Holders of Senior Indebtedness, second to the Holders of
Class B Notes and third to the Holders of Class C Notes and (y) second (i)
such amounts of principal as are required to ensure compliance with the
Class C Notes Over-Collateralisation Test in accordance with the order of
priorities set out in Condition 3(i)(Prepayment Amounts) or (ii) the purchase
or other acquisition of Senior Indebtedness or, if no Senior Indebtedness is
then Outstanding, Class B Notes or, if no Senior Indebtedness or Class B
Notes are then Outstanding, Class C Notes (including pursuant to an Offer
to Purchase). Any failure of the Issuer or any Representative to furnish
such notice, or any defect therein, shall not have any effect on the
consequences of such Class C Notes Payment Default or such failure to
comply with the Class C Notes Over-Collateralisation Test, in each case as
provided in the applicable Transaction Document. (See Condition 3(h)(iii)
(Blockage Periods)).
If a Class C Notes Blockage Trigger Event shall occur and be continuing,
the Security Trustee shall, if directed by the Controlling Class to do so,
provide a Class C Notes Blockage Notice to the Custodian, the Issuer and
each Representative stating that no payment may be made by the Issuer,
or on behalf of the Issuer, on account of Class D Notes or Class E
Subordinated Notes (including pursuant to an Offer to Purchase) and until
the end of the Class C Notes Blockage Period no such payment shall be
made by either the Issuer or the Security Trustee. No more than one
Class C Notes Blockage Notice may be given during any period of 365
consecutive days. (See Condition 3(h)(iii) (Blockage Periods)).
Upon the occurrence of a Class D Notes Payment Default or in the event
that the Issuer fails to be in compliance with the Class D Notes
Over-Collateralisation Test (before giving effect to any grace period set
forth in the applicable Transaction Document), the Issuer and, upon receipt
of actual knowledge thereof, the Representative of the Holders of the
applicable Class D Notes shall provide written notice (or telephone notice
promptly confirmed in writing) thereof to the Custodian, the Security
Trustee and the other Representatives (or all Representatives in the case
of a notice by the Issuer) and, unless and until such Class D Notes
Payment Default shall have been cured or waived or shall have ceased to
exist or the Issuer shall have come into compliance with the Class D Notes
Over-Collateralisation Test, as the case may be, no payment may be made
by the Issuer, or on behalf of the Issuer, on account of acquisition of
Class E Subordinated Notes (including pursuant to an Offer to Purchase),
other than on account of: (x) first interest in the following order of priority:
first to the Holders of Senior Indebtedness, second to the Class B
Noteholders, third to the Class C Noteholders and fourth to the Class D
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