ROCKALL CLO B.V. - Irish Stock Exchange

(g)
Payment of Administrative Expenses etc.
Other than in the event that a Restriction Notice is in effect, the Collateral Manager will instruct
the Custodian to arrange for payment of all Administrative Expenses, Trustee Fees and
Expenses, Collateral Management Fees, Collateral Manager Advances and any commitment
fees payable in respect of any Issuer Indebtedness together with any taxes to which the Issuer
is subject as each of the same become due and payable. In the event that a Restriction Notice
is in effect (i) all such amounts (other than any Incentive Fee and Collateral Manager
Advances) shall be paid prior to any application to Secured Creditors and (ii) any Incentive Fee
and Collateral Manager Advances shall be paid prior to any application to Class E
Subordinated Noteholders, whether pursuant to the Intercreditor Priority of Payments or
otherwise. In the event that following the service of a Liquidation Direction the security over the
Collateral is enforced in accordance with Condition 11 (Enforcement) and there are insufficient
amounts available to meet the foregoing liabilities, the same shall be paid in the following
manner and order: (a) first, to pay any taxes to which the Issuer is subject, (b) second, to pay
in the following order (i) any Trustee Fees and Expenses then due and payable, (ii) any
amounts payable to the Managing Directors pursuant to the Management Agreement, (iii) any
outstanding Issuer Fees and (iv) any Dealer Fees (together with any VAT payable on the
same) due and payable (or which but for the relevant enforcement would have been due and
payable) until paid in full and (c) third, to pay rateably (i) expenses of collection then due and
payable by the Issuer to the Trustee, the Security Trustee and each Agent (as applicable) to
the extent not paid in (b)(i) above, (ii) any Management Fee (together with any VAT payable on
the same) then due and payable by the Issuer to the Collateral Manager and (iii) any
Administrative Expenses (other than any Dealer Fees) then due and payable by the Issuer (in
an aggregate amount not exceeding €300,000) until paid in full. In such circumstances,
pursuant to the Intercreditor Priority of Payments, any Incentive Fee and Collateral Manager
Advances shall be paid in seniority to any amounts owing to Class E Subordinated Noteholders
but after the entitlements of all other Secured Creditors.
5. Covenants of and Restrictions on the Issuer
(a)
General covenants of the Issuer
The Trust Deed contains, inter alia, representations, warranties and covenants in favour of the
Trustee which, amongst other things, require the Issuer to comply with its obligations under the
Transaction Documents and restrict the ability of the Issuer to create or incur any Indebtedness
(other than as contemplated by the Transaction Documents) or to dispose of assets (other than
as contemplated by the Transaction Documents), change the nature of its business or to take,
or fail to take, any action which may adversely affect the priority or enforceability of the security
interest in the Collateral. In particular, the Issuer makes the following covenants.
(i)
(ii)
Limitations on Debt The Issuer will covenant that it will not, and will not create, incur,
assume or, directly or indirectly, guarantee the payment of any Debt except: (a)
Issuer Indebtedness (including refinancings, refundings or replacements thereof
permitted by the Security and Intercreditor Deed and the addition of blocked interest
to the Principal Amount Outstanding thereof) and (b) Debt arising from any advances
made (or deemed to be made) by the Custodian pursuant to the Agency Agreement to
facilitate settlement thereunder provided that such Debt under this Condition 5(a)(i) is
extinguished within five Business Days of its incurrence provided that for each of
these purposes "Debt" does not include any obligations under any Hedging and
Short-Sale Transactions.
Limitations on Security Interests The Issuer will covenant that it will not create,
assume or suffer to exist any security interest on any asset included in the Collateral
whether now owned or hereafter acquired by the Issuer provided, however, that such
restriction shall not apply to any of the following (collectively, "Permitted Security
Interests"): (i) security interests in favour of the Security Trustee for its benefit and
the benefit of the Holders of Issuer Indebtedness, the Custodian (and any
sub-custodian appointed by or on behalf of the Custodian) and the other Secured
Creditors granted under the Security and Intercreditor Deed, (ii) any security interest
or other encumbrance for taxes, assessments or other governmental charges or
levies not yet subject to penalties for non-payment or the validity, applicability or
amount of which is being contested in good faith by appropriate legal proceedings and
with respect to which adequate reserves in accordance with the applicable Dutch
accounting standards have been established by the Issuer, (iii) security interests of
broker-dealers and clearing systems incurred in the ordinary course of business, but
excluding security interests created in connection with the purchase of securities on
margin, the short-sale of securities on margin, or securities lending transactions (other
than Securities Lending Transactions involving Government Securities entered into as
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