ROCKALL CLO B.V. - Irish Stock Exchange

sections of these Risk Factors headed "1.7 Removal of Credit Enhancement" and "3.4 Subordination
through Conflicts between Classes".
3.17 Split Redemptions on Class E Subordinated Notes
In the event that any Class E Subordinated Notes are redeemed prior to their maturity, up to 15 per
cent. of the Principal Amount Outstanding of the Class E Subordinated Notes comprising the relevant
Permitted Redemption Amount in respect of which any Holder is entitled to redemption may be withheld
for up to 18 months following the applicable Optional Redemption Date at the option of the Collateral
Manager. Such holding will take the form of Delayed Redemption Notes and may be redeemed on any
Payment Date during such 18-month period on notice from the Issuer. Delayed Redemption Notes will
cease to be fungible with any other Class E Subordinated Notes (other than equivalent Delayed
Redemption Notes). Accordingly, relevant Class E Subordinated Noteholders may not receive 100 per
cent. of their entitlement on the relevant Optional Redemption Date, may lose any secondary market
liquidity in that element of their holding represented by Delayed Redemption Notes and will have no
control over the Payment Date on which Delayed Redemption Notes may be redeemed in the applicable
18-month period. Further, the amount of Class E Subordinated Notes that may be redeemed on any
Optional Redemption Date is limited (see Condition 7(b) (Optional Redemption)).
3.18 Forfeiture of Partially Paid Class E Subordinated Notes
The Class E Subordinated Notes may be issued partially paid subject to the right of the Issuer to
demand up to fifty further partial instalments prior to the Class E Commitment Termination Date in total
up to the principal amount of the Class E Subordinated Notes. In the event that they are so issued,
such a demand is made and a Class E Subordinated Noteholder fails to make such payment, such
Class E Subordinated Noteholder shall forfeit 1 per cent. of the Principal Amount Outstanding of the
amount previously paid up in respect of the relevant Class E Subordinated Notes with effect from the
Class E Partial Instalment Payment Date on which such payment was due, no further Class E Partial
Instalment Payments shall be requested from such Class E Subordinated Noteholder by or on behalf of
the Issuer thereafter and such Class E Subordinated Noteholder shall forfeit the right to make any
further Class E Partial Instalment Payments.
4. CERTAIN CONFLICTS OF INTEREST
With respect to the VF Notes and the Notes, conflicts of interest may arise as a result of various factors
involving the Collateral Manager, the Placement Agent, the Collateral Administrator, the Trustee, their
Affiliates and others. The following briefly summarises some of these conflicts, but is not intended to be
an exhaustive list of all such potential conflicts.
Various potential and actual conflicts of interest may arise from the overall investment and other
activities of the Collateral Manager, its Affiliates and their respective clients and from the conduct by the
Placement Agent and its Affiliates of other transactions with the Issuer, including, without limitation,
acting as counterparty with respect to Secured Hedging Transactions, Participations and Synthetic
Securities or as party to or in connection with the investment of any funds in Cash or Cash Equivalents.
As further described below, the services of the Collateral Manager and its Affiliates are not exclusive to
the Issuer and the Collateral Manager and its Affiliates may provide similar services to others.
The Collateral Manager and/or its Affiliates and its clients may invest in securities that would be
appropriate as security for the VF Notes and Notes. Such investments may be different from those
made on behalf of the Issuer. The Collateral Manager and its Affiliates may also have ongoing
relationships with, render services to or engage in transactions with, companies whose securities are
pledged to secure the VF Notes and Notes and may own equity or debt securities issued by obligors on
Issuer Investments. As a result, officers or Affiliates of the Collateral Manager may possess information
relating to issuers of Issuer Investments which is not known to the individuals at the Collateral Manager
responsible for monitoring the Issuer Investments and performing the other obligations under the
Collateral Management Agreement. In addition, Affiliates and clients of the Collateral Manager may
invest in loans and securities that are senior to, or have interests different from or adverse to, the Issuer
Investments that are pledged to secure the VF Notes and Notes. The Collateral Manager and/or its
Affiliates may at certain times be simultaneously seeking to purchase or dispose of investments for its or
their own account, for the Issuer, for any similar entity for which it serves as manager or adviser and for
its clients or Affiliates. It is intended that all Issuer Investments will be purchased and sold by the Issuer
on terms prevailing in the market. Neither the Collateral Manager nor any of its Affiliates is under any
obligation to offer investment opportunities of which they have become aware to the Issuer or to account
to the Issuer for (or share with the Issuer or inform the Issuer of) any such transaction or any benefit
received by them from any such transaction. Furthermore, the Collateral Manager and/or its Affiliates
may make an investment on behalf of any account that they manage or advise without offering the
investment opportunity to, or making any investment on behalf of, the Issuer. The Collateral Manager
and/or its Affiliates have no affirmative obligation to offer any investments to the Issuer or to inform the
Issuer of any investments before offering any investments to other funds or accounts that the Collateral
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