ROCKALL CLO B.V. - Irish Stock Exchange

TRANSFERS OF ANY OF THE NOTES REPRESENTED BY THIS CERTIFICATE OR OF PORTIONS
OF THIS NOTE SHOULD BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST DEED REFERRED TO HEREIN.
PRINCIPAL OF THE NOTES REPRESENTED BY THIS CERTIFICATE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THE NOTES REPRESENTED BY
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF. ANY PERSON ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF A PAYING AGENT OR THE TRUSTEE.
THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT WITH THE
APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, U.S. INTERNAL
REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A
PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30)
OF THE CODE OR AN APPLICABLE U.S. INTERNAL REVENUE SERVICE FORM W-8 (OR
SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES
PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S.
FEDERAL BACKUP WITHHOLDING TAX FROM PAYMENTS TO THE HOLDER IN RESPECT OF
THIS NOTE.
EACH HOLDER AND EACH BENEFICIAL OWNER OF A [VF NOTE/NOTE (OTHER THAN A CLASS E
SUBORDINATED NOTE)], BY ACCEPTANCE OF SUCH [VF NOTE/NOTE], OR ITS INTEREST IN A
[VF NOTE/NOTE (OTHER THAN A CLASS E SUBORDINATED NOTE)], AS THE CASE MAY BE,
SHALL BE DEEMED TO HAVE AGREED TO TREAT, AND SHALL TREAT, SUCH [VF NOTE/NOTE
(OTHER THAN A CLASS E SUBORDINATED NOTE)] AS DEBT FOR U.S. FEDERAL INCOME TAX
PURPOSES.
EACH HOLDER AND EACH BENEFICIAL OWNER OF A CLASS E SUBORDINATED NOTE, BY
ACCEPTANCE OF SUCH NOTE, OR ITS INTEREST IN SUCH NOTE, AS THE CASE MAY BE,
SHALL BE DEEMED TO HAVE AGREED TO TREAT, AND SHALL TREAT, SUCH NOTE AS EQUITY
OF THE ISSUER FOR U.S. FEDERAL INCOME TAX PURPOSES.
EACH PURCHASER AND TRANSFEREE OF A CLASS E SUBORDINATED NOTE, OR OF ANY
INTEREST THEREIN, WILL BE REQUIRED TO HAVE EXECUTED A TRANSFEREE CERTIFICATE
WITH RESPECT THERETO (SUBSTANTIALLY IN THE FORM PROVIDED IN APPENDIX 1 TO THE
OFFERING CIRCULAR) WHICH STATES, AMONG OTHER THINGS, THAT THE PURCHASER OR
TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT, AT THE TIME OF ITS
ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH
NOTE OR INTEREST THEREIN, (1) EITHER (A) IT IS NOT, AND IS NOT USING THE ASSETS OF, A
BENEFIT PLAN INVESTOR (AS DEFINED IN THE PLAN ASSETS REGULATION ISSUED BY THE
U.S. DEPARTMENT OF LABOR AT 29 C.F.R. SECTION 2510.3-101) OR (B) IT IS, OR IS USING THE
ASSETS OF, A BENEFIT PLAN INVESTOR THAT IS NOT SUBJECT TO TITLE I OF ERISA OR
SECTION 4975 OF THE CODE OR ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR
REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER
ANY CLASS E SUBORDINATED NOTE, OR ANY INTEREST THEREIN, TO ANY PERSON WITHOUT
FIRST OBTAINING FROM SUCH PERSON THESE SAME FOREGOING WRITTEN
REPRESENTATIONS, WARRANTIES AND COVENANTS.
BY ITS PURCHASE OF ANY VF NOTE/CLASS A NOTE/CLASS B NOTE/CLASS C NOTE/CLASS D
NOTE, OR OF ANY INTEREST THEREIN, THE PURCHASER THEREOF AND EACH TRANSFEREE
WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT, AT THE TIME OF ITS
ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH
NOTE OR INTEREST THEREIN, EITHER (A) IT IS NOT AN "EMPLOYEE BENEFIT PLAN" (AS
DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO SECTION 406 OF ERISA, A "PLAN"
DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN'S OR
PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE, OR A GOVERNMENTAL PLAN, NON-U.S.
PLAN OR CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR
OTHER LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE, HOLDING AND
DISPOSITION OF SUCH VF NOTE/CLASS A NOTE/CLASS B NOTE/CLASS C NOTE/CLASS D
NOTE, OR INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE
CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, NON-U.S. PLAN OR CHURCH PLAN, A
VIOLATION OF ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAW OR REGULATION) BY REASON OF AN APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.
- 189 -