ROCKALL CLO B.V. - Irish Stock Exchange

(b)
(c)
(iii)
charged, in favour of the Security Trustee, by way of a first floating charge all its
undertaking and assets whatsoever and wheresoever, both present and future, not
otherwise expressed to be charged or effectively assigned pursuant to the Security
and Intercreditor Deed, except for (a) the Excluded Assets (b) any and all assets,
property or rights which are located in, or governed by the laws of The Netherlands
(except for contractual rights or receivables which are charged or assigned to the
Security Trustee) and (c) any and all Dutch Ineligible Securities provided that any
Synthetic Collateral or Counterparty Downgrade Collateral required to be paid or
delivered to a Synthetic Counterparty or Secured Hedging Counterparty (as
applicable) from time to time pursuant to the terms of any Synthetic Security or
Secured Hedging Agreement (as the case may be) shall be automatically released
from the charge created hereunder simultaneously upon such payment or delivery
and 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 (as applicable) pursuant to the relevant Synthetic Security or Secured
Hedging Agreement (as the case may be).
The Security and Intercreditor Deed also contains provisions relating to the manner in which
notices and acknowledgments of assignment are to be effected, together with procedures for
converting fixed to floating charges.
In the event that the ratings of the Custodian are downgraded to below the Rating Requirement
or withdrawn, the Issuer shall use reasonable endeavours to procure that a replacement
Custodian satisfying the Rating Requirement and who is acceptable to the Trustee is appointed
in accordance with the provisions of the Agency Agreement.
Pursuant to the terms of the Security Documents, the Trustee is exempted from any liability in
respect of any loss or theft or reduction in value of the Collateral or reduced payments on the
Collateral, from any obligation to insure the Collateral and from any claim arising from the fact
that the Collateral is held in a clearing system or in safe custody by the Custodian, a bank or
other custodian. The Trustee and the Security Trustee have no responsibility for the
management of the Collateral by the Collateral Manager or to supervise the administration of
the Collateral by the Collateral Administrator or any other party and is entitled to rely on the
certificates or notices of any relevant party without further enquiry. The Security Documents
also provide that the Trustee and the Security Trustee shall accept without investigation,
requisition or objection such right, benefit, title and interest, if any, the Issuer may have in and
to any of the Collateral and are not bound to make any investigation into the same or into the
Collateral in any respect.
Pursuant to the Pledge Agreement, the Issuer has also created a Belgian law pledge over any
Issuer Investments from time to time held by the Custodian on behalf of the Issuer in Euroclear.
Application of Proceeds upon Enforcement
The Intercreditor Arrangements provide that the net proceeds of realisation of, or enforcement
with respect to the security over, the Collateral constituted by the Security Documents shall be
applied in accordance with the Intercreditor Priority of Payments.
Limited Recourse
The obligations of the Issuer to pay amounts due and payable in respect of any Notes and to
the other Transaction Creditors at any time shall be limited to the proceeds available at such
time to make such payment in accordance with the Security Documents. If the net proceeds of
realisation of the security constituted by the Security Documents, upon enforcement thereof in
accordance with Condition 11 (Enforcement) and the provisions of the Security Documents, are
less than the aggregate amount payable in such circumstances by the Issuer in respect of the
Notes and to the other Transaction Creditors (such negative amount being referred to herein as
a "shortfall"), the obligations of the Issuer in respect of the Notes of each Class and its
obligations to the other Transaction Creditors in such circumstances will be limited to such net
proceeds, which shall be applied in accordance with the Intercreditor Priority of Payments. In
such circumstances, the other assets of the Issuer (including the Excluded Assets) will not be
available for payment of such shortfall which shall be borne by Class A Noteholders, Class B
Noteholders, Class C Noteholders, Class D Noteholders and Class E Subordinated
Noteholders, the Trustee and the other Transaction Creditors in inverse order of the
Intercreditor Priority of Payments, the rights of the Transaction Creditors to receive any further
amounts in respect of such obligations shall be extinguished and none of the Noteholders of
any Class, the Trustee, the Security Trustee, or the other Transaction Creditors may take any
further action to recover such amounts. None of the Noteholders of any Class, the Trustee or
the other Transaction Creditors (nor any other person acting on behalf of any of them) shall be
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