ROCKALL CLO B.V. - Irish Stock Exchange

Investments to properly plan for expected and unexpected cash requirements of the Issuer, including
any obligation to make future extensions of credit or otherwise fund any Issuer Investment. If the
Collateral Manager does not obtain a sufficient number of investment opportunities or if the investments
made by the Collateral Manager do not generate the expected level of returns (whether from trading or
income), the Issuer's cash flow may not be sufficient to meet its funding obligations in respect of Issuer
Investments or to allow it to pay principal and interest in a timely manner on the VF Notes, the Notes or
any other Issuer Indebtedness. The failure to generate sufficient liquidity could therefore cause defaults
under the Transaction Documents and significantly adversely affect the value of the VF Notes and the
Notes.
3.6 Mandatory Redemption of the Notes
Under the Transaction Documents the Issuer is obliged to observe the Over-Collateralisation Tests
established by reference to the Market Valuation Manual which in turn reflects coverage expectations of
the Rating Agencies. Failure by the Issuer to comply with the Over-Collateralisation Tests may,
assuming the same does not give rise to an event of default under the Notes or that the Issuer does not
otherwise remedy the failure, result in mandatory redemption in whole or part of the Notes of each
Class. Such redemptions will take place in order of seniority, with Priority Classes being paid out prior
to Junior Classes. Depending on the timing of the Issuer's breach of the Over-Collateralisation Tests,
amounts of principal so paid may not be paid on Payment Dates (see Condition 5(c)
(Over-Collateralisation Failure and Collateralisation Shortfall Dates)). The Class E Subordinated Notes
may also, if the Collateral Manager in its discretion so determines, be redeemed on a mandatory basis if
the aggregate Principal Amount Outstanding thereof falls below €25,000,000 (see Condition 7(e)(ii)
(Mandatory Class E Subordinated Note Redemptions for Liquidity Reasons)) and may also be
redeemed on a mandatory basis, as regards any relevant Class E Subordinated Noteholder, as a
consequence of the application of the Split Redemption Procedure (see Condition 7(b)(v) (Class E
Subordinated Note Split Redemption Procedure)). If on the occasion of the optional redemption of any
Class E Subordinated Notes the Issuer so elects, the Class A Notes and/or the Class B Notes and/or
the Class C Notes and/or the Class D Notes may also be redeemed in whole or in part on a mandatory
basis (see Condition 7(e)(iii) (Mandatory Redemption of Interest-Bearing Notes on Optional Redemption
of Class E Subordinated Notes)).
3.7 Optional Redemption and Market Volatility
A form of liquidity for the Class E Subordinated Notes is provided by the optional redemption provision
set out in Condition 7(b)(i) (Optional Redemption Requirements). There can be no assurance however
that such optional redemption provision will be capable of exercise in accordance with the conditions set
out in Condition 7(b)(iii) (Formalities for Optional Redemption and Associated Mandatory Redemption).
The Market Value of the Issuer Investments may fluctuate with, among other things, changes in
prevailing interest rates, foreign exchange rates, general economic conditions, the conditions of financial
markets (particularly the markets for senior and mezzanine loans), European and international political
events, events in the home countries of the obligors under the Issuer Investments or the countries in
which their assets and operations are based, developments or trends in any particular industry and the
financial condition of such issuers. The secondary market for senior and mezzanine loans has
experienced significant growth in recent years, however there can be no guarantee that such growth will
continue in the future. A decrease in the Market Value of the Portfolio would adversely affect the
amount of proceeds which could be realised upon liquidation of the Portfolio and ultimately the ability of
the Issuer to redeem the Class E Subordinated Notes pursuant to the right of optional redemption set
out in Condition 7(b)(i) (Optional Redemption Requirements). There can be no assurance that, upon
any such redemption, the proceeds realised would permit any payment on the Class E Subordinated
Notes after required payments are made in respect of the Rated Notes and to the other creditors of the
Issuer which rank in priority to the Holders of the Class E Subordinated Notes.
Subject to the provisions of the Security and Intercreditor Deed (including the subordination provisions
therein), pursuant to Condition 7(c) (Redemption at the Option of the Issuer), the Issuer may upon the
instructions of the Collateral Manager redeem any Rated Notes, in whole or in part, at the Redemption
Price on any Payment Date after the end of the relevant non-call period mentioned in Condition 20
provided that the Class B Notes may not be redeemed, nor may other payments of principal be made on
the Class B Notes, until all Outstanding Senior Indebtedness that is due and payable on such
Redemption Date under the Transaction Documents has been paid in full, the Class C Notes may not be
redeemed, nor may other payments of principal be made on the Class C Notes, until all Outstanding
Senior Indebtedness and Outstanding Class B Notes which are due and payable on such Redemption
Date under the Transaction Documents, as the case may be, have been paid in full and the Class D
Notes may not be redeemed, nor may other payments of principal be made on the Class D Notes, until
all Outstanding Senior Indebtedness, Outstanding Class B Notes and Outstanding Class C Notes which
are due and payable on such Redemption Date under the Transaction Documents, as the case may be,
have been paid in full.
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