ROCKALL CLO B.V. - Irish Stock Exchange

(b)
Relationship among the Classes and Payments on the Notes
(i)
Priority Classes and Junior Classes
Class of Notes / VF Notes Junior Classes Priority Classes
Class A / VF B, C, D, E, None
Class B C, D, E, A / VF
Class C D, E, A / VF, B
Class D E A / VF, B, C
Class E Subordinated None A / VF, B, C, D
Except as described below, the Holders of each Class of Notes that is a Junior Class,
agree for the benefit of the Holders of the Notes of each Priority Class with respect to
such Class of Notes that such Class of Notes shall be fully subordinated and junior to
the Notes of each Priority Class to the extent and in the manner provided in this
Offering Circular and the Trust Deed. Where “Priority Class” in respect of any Class
of Notes means each Class of Notes that ranks senior to that Class, as indicated in
the table above, and “Junior Class” in respect of any Class of Notes means each
Class of Notes that ranks junior to that Class, as indicated in the table above.
The Notes of each Class are constituted by the Trust Deed and are secured on the
Collateral as further described in the Security Documents and subject always to the
Intercreditor Arrangements. Subject to any payment of the same which (w) is
permitted to be made pursuant to Condition 7(c) (Redemption at the Option of the
Issuer), (x) is permitted to be made on a Premature Redemption Date, (y) is permitted
to be made pursuant to Condition 7(a) (Final Redemption) or (z) is otherwise
permitted pursuant to the Intercreditor Arrangements, no payment of principal or
interest (including any Blocked Junior Note Interest or Additional Interest, as
applicable) 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.
Subject to any payment of the same which (w) is permitted to be made pursuant to
Condition 7(c) (Redemption at the Option of the Issuer), (x) is permitted to be made
on a Premature Redemption Date, (y) is permitted to be made pursuant to
Condition 7(a) (Final Redemption) or (z) is otherwise permitted pursuant to the
Intercreditor Arrangements, no amount of principal (for the avoidance of doubt,
excluding any applicable Blocked Junior Note Interest) on any Class of Notes shall
become due and payable until redemption and payment in full of each Priority Class
with respect to such Class of Notes have been made in full in accordance with the
Intercreditor Priority of Payments. No Additional Interest in respect of Class E
Subordinated Notes shall become due and payable or be paid until redemption and
payment in full of each Priority Class and payment of all other liabilities of the Issuer in
accordance with Condition 7 (Redemption) and the Intercreditor Arrangements.
(ii)
Payments on Class E Subordinated Notes
To the extent that on any Payment Date the Collateral Manager has sums available to
it which may be applied on such Payment Date in favour of the Class E Subordinated
Noteholders (subject to Condition 3(c) (Payment of Amounts), this Condition 3(d) and
Condition 6 (Interest) and whether by way of interest (including amounts standing to
the credit of the Ledger) or Additional Interest, as the case may be), (x) the Collateral
Manager shall be entitled at its sole discretion (A) so to apply such sums or (B) to
reinvest such sums in the Portfolio or (y) in the event that the Collateral Manager
chooses so to apply such sums, each Holder of Class E Subordinated Notes shall be
entitled to require that the Collateral Manager applies the whole or part of those sums
to which such Holder is then entitled, by way of reinvestment in the Portfolio and any
such amounts reinvested shall be added to the Principal Amount Outstanding of such
Class E Subordinated Notes.
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