ROCKALL CLO B.V. - Irish Stock Exchange

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(i) (iv) (v) the Issuer or the Security Trustee. No more than one Class C Notes Blockage Notice may be given during any period of 365 consecutive days. Class D Notes Blockage Upon the occurrence of a Class D Notes Payment Default or in the event that the Issuer fails to be in compliance with the Class D Notes Over-Collateralisation Test (before giving effect to any grace period set forth in the applicable Transaction Documents), the Issuer and, upon receipt of actual knowledge thereof, the Representative of the Class D Noteholders shall provide written notice (or telephone notice promptly confirmed in writing) thereof to the Custodian, the Security Trustee and the other Representatives (or all Representatives in the case of a notice by the Issuer) and, unless and until such Class D Notes Payment Default shall have been cured or waived or shall have ceased to exist or the Issuer shall have come into compliance with the Class D Notes Over-Collateralisation Test, as the case may be, no payment may be made by the Issuer, or on behalf of the Issuer, on account of Class E Subordinated Notes (including pursuant to an Offer to Purchase), payments being made only on account of: (x) first interest in the following order of priority: first to the Holders of Senior Indebtedness, second to the Class B Noteholders, third to the Class C Noteholders and fourth to the Class D Noteholders and (y) second (i) such amounts of principal as are required to ensure compliance with the Class D Notes Over-Collateralisation Test in accordance with the order of priorities set out in Condition 3(i) (Prepayment Amounts) or (ii) the purchase or other acquisition of Senior Indebtedness or, if no Senior Indebtedness is then Outstanding, the Class B Notes or, if no Senior Indebtedness or Class B Notes is then Outstanding, Class C Notes or, if no Senior Indebtedness, Class B Notes or Class C Notes are then Outstanding, the Class D Notes (including pursuant to an Offer to Purchase). Any failure of the Issuer or any Representative to furnish such notice, or any defect therein, shall not have any effect on the consequences of such Class D Notes Payment Default or such failure to comply with the Class D Notes Over-Collateralisation Test, in each case as provided in the applicable Transaction Documents. If a Class D Notes Blockage Trigger Event shall occur and be continuing, the Security Trustee shall, if directed by the Controlling Class to do so, provide written notice (or telephone notice promptly confirmed in writing) (a “Class D Notes Blockage Notice") thereof to the Custodian, the Issuer and each Representative stating that no payment may be made by the Issuer, or on behalf of the Issuer, on account of Class E Subordinated Notes (including pursuant to an Offer to Purchase) and until the end of the Class D Notes Blockage Period, no such payment shall be made by either the Issuer or the Security Trustee. No more than one Class D Notes Blockage Notice may be given during any period of 365 consecutive days. Payment of Blocked Junior Note Interest Blocked Junior Note Interest will be added to the Principal Amount Outstanding of each Class of Junior Interest-Bearing Notes on which the same is owed and thereafter interest will accrue on the Principal Amount Outstanding thereof as so increased in accordance with these Conditions provided that any Blocked Junior Note Interest (other than in respect of the Class E Subordinated Notes) rolled up as aforesaid shall, to the extent permitted by the Intercreditor Arrangements, be repaid prior to the repayment of any other principal on the applicable Junior Interest-Bearing Notes (other than in respect of the Class E Subordinated Notes) (on the Payment Date next following the end of the Blockage Period or such other Payment Date as the Issuer, at the direction of the Collateral Manager, may deem prudent) provided that such payment shall not, as applicable, be entitled to any make-whole premium. Prepayment Amounts Senior Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods), if at any time any Senior Indebtedness is required to be prepaid, (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) with respect to, any Class B Notes, Class C Notes, Class D Notes or Class E Subordinated Notes and (y) no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made. Class B Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods), if at any time any Senior Indebtedness or Class B Notes are required to be prepaid (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) with respect to, any Class C Notes, Class D Notes or Class E Subordinated Notes and (y) no payment, including in respect of Additional Interest, shall be - 61 -
4. Security made with respect to the Class E Subordinated Noteholders until such prepayment has been made. Class C Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods), if at any time any Senior Indebtedness, Class B Notes or Class C Notes are required to be prepaid (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) with respect to any Class D Notes or Class E Subordinated Notes and (y) no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made. Class D Prepayment Amounts Without prejudice to Condition 3(h) (Blockage Periods), if at any time any Senior Indebtedness, Class B Notes, Class C Notes or Class D Notes are required to be prepaid (x) no payment shall be made on account of the principal of, premium (if any) or interest on, or commitment fees (if any) or breakage costs (if any) in respect to any Class E Subordinated Notes and (y) no payment, including in respect of Additional Interest, shall be made with respect to the Class E Subordinated Noteholders until such prepayment has been made. (a) Security Pursuant to the Security and Intercreditor Deed, with full title guarantee and as continuing security for the discharge of its Secured Obligations, the Issuer has: (i) (ii) charged, in favour of the Security Trustee, by way of first fixed charge, to the extent not effectively assigned pursuant to the Security and Intercreditor Deed and (if required pursuant to the Security and Intercreditor Deed) with such assignment having been perfected by service of an appropriate notice of assignment: (A) all (x) Issuer Investments and (y) Counterparty Downgrade Collateral at any time beneficially and/or legally owned by the Issuer and all Related Rights, (B) all of the Issuer's rights, title, interest and benefits in, to or in respect of (x) each Material Agreement and (y) each Secured Hedging Agreement including any rights of the Issuer under any credit support annex entered into pursuant to such Secured Hedging Agreement and (C) the Deposits, provided that, in the case of (A) above: (i) any Synthetic Collateral required to be paid or delivered to a Synthetic Counterparty from time to time pursuant to the terms of any Synthetic Security shall be automatically released from such charge simultaneously upon such payment or delivery, (ii) any Counterparty Downgrade Collateral required to be paid or delivered to a Secured Hedging Counterparty from time to time pursuant to the terms of any Secured Hedging Agreement shall be automatically released from such charge simultaneously upon such payment or delivery and (iii) such charge is subject to any security interest in any Synthetic Collateral or Counterparty Downgrade Collateral (as applicable) granted by the Security Trustee from time to time for the benefit of a Synthetic Counterparty or Secured Hedging Counterparty pursuant to the relevant Synthetic Security or Secured Hedging Agreement (as the case may be), assigned to the Security Trustee by way of security: (A) all rights, title, interest and benefit, present and future in, to and under (x) the Issuer Investments and (y) the Counterparty Downgrade Collateral, at any time beneficially and/or legally owned by the Issuer and all Related Rights, (B) all of the Issuer's rights, title and interest in, to and in respect of (x) each Material Agreement and (y) each Secured Hedging Agreement (including any rights of the Issuer under any credit support annex entered into pursuant to such Secured Hedging Agreement) and (C) at any time while the Security Trustee and an Account-Holding Bank are not the same legal entity, the Deposits held with that Account-Holding Bank; provided that, in the case of (A) above: (i) any Synthetic Collateral required to be paid or delivered to a Synthetic Counterparty from time to time pursuant to the terms of any Synthetic Security shall be automatically reassigned by the Security Trustee to the Issuer simultaneously upon such payment or delivery, (ii) any Counterparty Downgrade Collateral required to be paid or delivered to a Secured Hedging Counterparty from time to time pursuant to the terms of any Secured Hedging Agreement shall be automatically reassigned by the Security Trustee to the Issuer simultaneously upon such payment or delivery and (iii) such assignment is subject to any Security Interest in any Synthetic Collateral or Counterparty Downgrade Collateral (as applicable) granted by the Security Trustee from time to time for the benefit of a Synthetic Counterparty or Secured Hedging Counterparty pursuant to the relevant Synthetic Security or Secured Hedging Agreement (as the case may be) and - 62 -
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ROCKALL CLO B.V. (a private limited
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OFFER/INVITATION/DISTRIBUTION RESTR
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Each purchaser of VF Notes and Note
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NOTES AND NOTES HAVE NOT BEEN OFFER
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CONTENTS Page SUMMARY..............
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6 Holders of the Class E-1b Subordi
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Principal Payments on the Notes Red
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Payments (see the section of this O
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for each calendar week and (y) to t
Page 19 and 20: the Security Trustee shall, if dire
Page 21 and 22: with the Over-Collateralisation Tes
Page 23 and 24: ERISA Considerations Limited Recour
Page 25 and 26: 1.7 Removal of Credit Enhancement T
Page 27 and 28: made until payment in full of all o
Page 29 and 30: inter-company guarantees such a pro
Page 31 and 32: orrower. A Selling Institution voti
Page 33 and 34: may have an associated Secured Hedg
Page 35 and 36: will be to enable the Custodian, on
Page 37 and 38: 2.25 Disclosure of Portfolio The Is
Page 39 and 40: Investments to properly plan for ex
Page 41 and 42: 3.12 Volatility of the Class E Subo
Page 43 and 44: sections of these Risk Factors head
Page 45 and 46: may also act as counterparty with r
Page 47 and 48: "Account-Holding Bank" means (a) in
Page 49 and 50: "Class C Notes" means the Initial I
Page 51 and 52: (c) (d) (e) (f) Noteholders represe
Page 53 and 54: "Exchange Date" means a day falling
Page 55 and 56: "Ledger" means the ledger maintaine
Page 57 and 58: "Permitted Short-Sale Exposure" mea
Page 59 and 60: the ratio of (i) the number of days
Page 61 and 62: accounts so as to effect payment of
Page 63 and 64: (b) "Unused Class D Notes Commitmen
Page 65 and 66: and, as the case may be, the Truste
Page 67 and 68: (c) (d) (iii) Ledger If: (xx) (yy)
Page 69: (ii) (iii) Class B Notes Blockage U
Page 73 and 74: entitled at any time to institute a
Page 75 and 76: interest rate hedging transactions
Page 77 and 78: paragraph (a)(vii) of Condition 10
Page 79 and 80: interest payable in respect of each
Page 81 and 82: Intercreditor Arrangements shall be
Page 83 and 84: Redemption Date") provided that Cla
Page 85 and 86: until all outstanding Senior Indebt
Page 87 and 88: on the Noteholders. Upon the expiry
Page 89 and 90: otherwise be due but for the imposi
Page 91 and 92: (b) (xii) (xiii) (xiv) Final judgme
Page 93 and 94: (c) (d) 12. Prescription Notes and
Page 95 and 96: Resolution represents of the aggreg
Page 97 and 98: (x) (xi) (xii) (xiii) (xiv) (xv) to
Page 99 and 100: management or operation of the Coll
Page 101 and 102: 20. Specific Conditions Specific Co
Page 103 and 104: DESCRIPTION OF THE PORTFOLIO AND MA
Page 105 and 106: (Definitions)) or (2) the Issuer ha
Page 107 and 108: "Market Value Price" "Advance Rate"
Page 109 and 110: espect to which Rating Agency Confi
Page 111 and 112: "Class B Notes Advance Amount" "Cla
Page 113 and 114: “Dutch Ineligible Securities” "
Page 115 and 116: "Excluded Issuer Investments" (xi)
Page 117 and 118: “High Yield Security” “Intere
Page 119 and 120: “Net Accrual Amount” (vi) (vii)
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Over-Collateralisation Test, the Cl
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of “Caa1” for the purposes of c
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instrumentality thereof. “Pound S
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Purchase Contracts, Short-Sale Cont
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elated Permitted Short-Sale Obligat
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Collateral Manager on its behalf) r
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Asset Category S&P Senior Advance R
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Asset Category Less than or equal t
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Asset Category Less than or equal t
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FORM OF THE VF NOTES AND THE NOTES
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five years (in the case of interest
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2. Book-Entry Ownership (a) (b) DTC
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Closing Date will be required, by v
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RATINGS OF THE NOTES It is a condit
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Mrs Maria Chr. van der Sluijs Plant
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There may be circumstances where de
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International Business from Northea
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DESCRIPTION OF THE COLLATERAL ADMIN
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DESCRIPTION OF THE COLLATERAL MANAG
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Automatic Termination of the Collat
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DESCRIPTION OF THE TERMS AND CONDIT
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Replacement of VF-1 Noteholders In
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"Interbank Rate Advance" means an A
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DESCRIPTION OF THE SECURITY AND INT
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Senior Indebtedness or Class B Note
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dealings (including in the case of
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"Minor Trade" means a sale or other
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Specified Notes The conditions cons
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any), provided that in relation to
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TAX CONSIDERATIONS General For purp
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the marketing of the Specified Note
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non-contingent principal payments o
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discussion below assumes that the I
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CERTAIN ERISA CONSIDERATIONS The U.
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meets all relevant legal requiremen
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This Offering Circular has been pre
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TRANSFER RESTRICTIONS Because of th
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in a Regulation S Global Note, the
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eliminates United States federal in
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(4) It acknowledges that the Issuer
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GENERAL INFORMATION 1. Clearing Sys
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GLOSSARY € ......................
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Initial Issuance Class B Notes ....
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Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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