ROCKALL CLO B.V. - Irish Stock Exchange

VF Notes or on any Class of Notes, after making payments on more senior Classes of Notes and certain
other required amounts to other creditors ranking pari passu with such VF Notes or such Class. If
distributions on the Collateral are insufficient to make payments on the VF Notes and Notes, no other
assets (and, in particular, no assets of the Collateral Manager, the Noteholders, the Placement Agent,
any Secured Hedging Counterparty, the Trustee, the Security Trustee, the Collateral Administrator, the
Custodian, any Agent or any Affiliates of any of the foregoing) will be available for payment of the
deficiency and following realisation of the Collateral and the application of the proceeds thereof in
accordance with the Intercreditor Priority of Payments, the obligations of the Issuer to pay such
deficiency shall be extinguished. Such shortfall will be borne first by (a) the Class E Subordinated
Noteholders, (b) thereafter, the Class D Noteholders, (d) thereafter, the Class C Noteholders,
(e) thereafter, the Class B Noteholders and (f) thereafter, the Class A Noteholders, VF Noteholders and
Secured Hedging Counterparties.
In addition, at any time while the VF Notes and the Notes are Outstanding, none of the VF Noteholders,
the Noteholders, the Trustee, the Security Trustee, nor any other Secured Creditor (nor any other
person acting on behalf of any of them) shall be entitled at any time to institute against the Issuer, or join
in any institution against the Issuer of, any bankruptcy, reorganisation, arrangement, insolvency,
winding-up, liquidation or other proceedings under any applicable bankruptcy or similar law in
connection with any obligations of the Issuer relating to the VF Notes, the Notes or the Trust Deed or
otherwise owed to the VF Noteholders or the Noteholders, save for lodging a claim in the liquidation of
the Issuer which is initiated by another party, or taking proceedings to obtain a declaration or judgment
as to the obligations of the Issuer, nor shall any of them have a claim arising in respect of the share
capital of the Issuer.
3.3 Subordination of the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Subordinated Notes
No payment of interest on any Class of Notes may be made until all payments of interest due and
payable on each Priority Class with respect to such Class of Notes have been made in full in
accordance with the Intercreditor Priority of Payments. Payments on the Class E Subordinated Notes
will be made by the Issuer to the extent of available funds and no payments thereon will be made until
the payment of certain fees and expenses have been made and until interest on each Priority Class with
respect to the Class E Subordinated Notes has been paid.
Other than on a Premature Redemption Date and in certain specified circumstances on final redemption
pursuant to an optional redemption (see Condition 7 (Redemption)) and as permitted under the
Intercreditor Arrangements, no payment of principal on any Class of Notes may be made until (i) all
payments of principal due and payable on each Priority Class with respect to such Class of Notes and
(ii) any Outstanding Issuer Swap Termination Payments, have been made in full in accordance with the
Intercreditor Priority of Payments.
In the event of any acceleration of any Class of Notes occasioned by any enforcement action in respect
of the Collateral then all other Notes will also be subject to automatic redemption/acceleration and the
Collateral may, in either case, be liquidated. Liquidation of the Collateral at such time and/or remedies
pursued by the Security Trustee upon enforcement of the security over the Collateral could be adverse
to the interests of the Class A Noteholders, the VF Noteholders, the Class B Noteholders, the Class C
Noteholders, the Class D Noteholders or the Class E Subordinated Noteholders, as the case may be.
To the extent that any losses are incurred by the Issuer in respect of any Collateral, such losses will be
borne first by the Class E Subordinated Noteholders, then by the Class D Noteholders, then by the
Class C Noteholders, then by the Class B Noteholders and, finally, by the Class A Noteholders, the VF
Noteholders and other Secured Creditors. Remedies pursued by a Priority Class could be adverse to
the interests of a Junior Class.
3.4 Subordination through Conflicts between Classes
The Controlling Class at a given time will be entitled to determine the remedies to be exercised under
the Security Documents if events of default occur thereunder and to exercise certain other voting rights.
Such remedies, or actions taken pursuant to such other voting rights, could be adverse to the interests
of the Holders of the Classes of Notes not entitled to vote, and the Controlling Class entitled to vote at
any time will have no obligation to consider the effect of any such vote on the Holders of any Classes of
Notes not comprising such Controlling Class.
3.5 Liquidity and Cash Flow
The Issuer expects to obtain funds to pay its expenses and to pay the principal and interest on the
VF Notes, the Notes and all other Issuer Indebtedness from the cash flow generated on, and trading
gains from, sales of the Issuer Investments. The Issuer's ability to meet its obligations under the
VF Notes or the Notes will depend upon the future performance of the Issuer Investments managed by
the Collateral Manager. The VF Noteholders and Noteholders and Holders of all other Issuer
Indebtedness must rely upon the skills of the Collateral Manager as the Collateral Manager of the Issuer
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