ROCKALL CLO B.V. - Irish Stock Exchange

2.25 Disclosure of Portfolio
The Issuer's audited financial statements will not include a detailed listing of positions held by the Issuer.
Such confidentiality is maintained for the purpose of preventing third parties from using information
concerning the Issuer's positions to its detriment. Examples of ways in which such information could be
used adversely to the Issuer include: (i) to "front run" the Issuer on sales, or additional purchases, of
such positions, (ii) to make it more difficult for the Issuer to protect its positions by withholding, or
causing others to withhold, prospective trades, (iii) to make it difficult to acquire or borrow Issuer
Investments or (iv) otherwise to interfere with the Issuer's investment objectives. For this reason, the
Collateral Manager believes it is important to take extra precautions to maintain the confidentiality of the
positions in the Portfolio. In addition, the Collateral Manager may be required to enter into confidentiality
agreements when purchasing assets which will comprise the Portfolio.
2.26 Lender Liability Considerations
In recent years, a number of judicial decisions in the United States and other jurisdictions have upheld
the right of borrowers to sue lenders or bondholders on the basis of various evolving legal theories
(collectively, termed "lender liability"). Generally, lender liability is founded upon the premise that an
institutional lender or bondholder has violated a duty (whether implied or contractual) of good faith and
fair dealing owed to the borrower or issuer or has assumed a degree of control over the borrower or
issuer resulting in the creation of a fiduciary duty owed to the borrower or issuer or its other creditors or
shareholders. Although it would be a novel application of the lender liability theories, the Issuer may be
subject to allegations of lender liability. However, neither the Issuer nor the Collateral Manager acting
on its behalf intend to engage in any conduct that would form the basis for a successful cause of action
based upon lender liability.
3. RELATING TO THE NOTES
3.1 Limited Liquidity and Restrictions on Transfer
Although there is currently a market for notes similar to the VF Notes and the Rated Notes there is
currently no market for the VF Notes and the Notes themselves. Although the Placement Agent has
advised the Issuer that it intends to make a market for the VF Notes and the Notes, the Placement
Agent is not obliged to do so, and any such market-making may be discontinued at any time without
notice. There can be no assurance that any secondary market for any of the VF Notes or the Notes will
develop or, if a secondary market does develop, that it will provide the VF Noteholders or the
Noteholders with liquidity of investment or that it will continue for the life of such VF Notes and the Notes
although Holders of Class E Subordinated Notes may exercise an optional redemption right following
the expiry of the Non-Call Period applicable to the Class E Subordinated Notes held by them, subject to
certain restrictions. Consequently, a purchaser of VF Note or a Rated Note must be prepared to hold
such VF Note or Rated Note for an indefinite period of time or until the Maturity Date of such VF Note or
Rated Note and a purchaser of a Class E Subordinated Note must be prepared to hold such Class E
Subordinated Note subject to the limitations on the optional redemption terms imposed thereon and, if
so required, up to the Maturity Date of the Class E Subordinated Notes. In addition, no sale,
assignment, participation, pledge or transfer of the VF Notes or the Notes may be effected if, among
other things, it would require the Issuer or any of its officers or directors to register under, or otherwise
be subject to the provisions of, the Investment Company Act or any other similar legislation or regulatory
action. Furthermore, the VF Notes and the Notes will not be registered under the Securities Act or any
U.S. state securities laws, and the Issuer has no plans, and is under no obligation, to register the
VF Notes or the Notes under the Securities Act. The VF Notes and the Notes are subject to certain
transfer restrictions and can be transferred only to certain transferees (see the sections of this Offering
Circular headed "Plan of Distribution" and "Transfer Restrictions"). Such restrictions on the transfer of
the Notes may further limit their liquidity.
3.2 Limited Recourse Obligations
The VF Notes and the Notes are limited recourse obligations of the Issuer and are payable solely from
amounts received in respect of the Collateral securing the VF Notes and the Notes. Payments on the
VF Notes and the Notes both prior to and following enforcement of the security over the Collateral are
subordinated to the prior payment of certain fees and expenses of, or payable by, the Issuer and to
payment of principal and interest on the VF Notes and prior ranking Classes of Notes and other
Transaction Creditors (see Condition 4(c) (Limited Recourse)). None of the Collateral Manager, the
Noteholders of any Class, the Placement Agent, any Secured Hedging Counterparty, the Trustee, the
Security Trustee, the Collateral Administrator, the Custodian, the Registrar, any Agent or any Affiliates
of any of the foregoing, the Issuer's Affiliates or any other person or entity (other than the Issuer) will be
obliged to make payments on the VF Notes or the Notes of any Class. Consequently, VF Noteholders
and Noteholders must rely solely on distributions in respect of, and liquidation proceeds of, Collateral
securing the VF Notes and the Notes for the payment of principal, interest and premium, if any, thereon.
There can be no assurance that the distributions on, or the sale proceeds of, the Collateral received and
amounts received under the Secured Hedging Transactions will be sufficient to make payments on the
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