ROCKALL CLO B.V. - Irish Stock Exchange

paragraph (a)(vii) of Condition 10 (Events of Default) if, on the date of the relevant Delivery
Deadline, the Collateral Manager on behalf of the Issuer furnishes the Issuer, Trustee and
Rating Agencies with a written statement, certified by the Collateral Manager on behalf of the
Issuer, to the effect that it and the Issuer reasonably believe that, as of the date of such
Delivery Deadline, the Over-Collateralisation Tests have been satisfied.
Provision of Over-Collateralisation Test Reports Pursuant to the Security and Intercreditor
Deed, on behalf of and at the expense of the Issuer, the Security Trustee will undertake, in
accordance with the Collateral Administration Agreement, to furnish VF Noteholders and
Noteholders with the relevant Over-Collateralisation Test Report it receives from the Collateral
Administrator. By its acceptance of the same each Noteholder and VF Noteholder will be
deemed to acknowledge: (i) that the information contained in each Over-Collateralisation Test
Report is furnished solely for the purpose of providing information to such Noteholder and VF
Noteholder as to whether or not the Over-Collateralisation Tests are satisfied at the relevant
time and (ii) that such information shall not be used for trading purposes or furnished for such
purposes to trading personnel or to any other Person for any purpose which is inconsistent with
the basis on which such Over-Collateralisation Test Report has been so furnished.
Method of Furnishing Over-Collateralisation Test Reports The Issuer's obligation to furnish (or
procure the furnishing of) any Over-Collateralisation Test Report (whether directly or through
the Trustee) to any Person shall be deemed satisfied to the extent that the same is made
available to such Person via access to a website or delivered by email or other means of
electronic transmission, in each case by the Delivery Deadline, provided that in relation to
website access, the Issuer shall promptly furnish (or procure the furnishing of) a written
notification to such Person when the relevant Over-Collateralisation Test Report is available on
a website and provide such Person with the relevant password or access code therefor.
(c)
Over-Collateralisation Failure and Collateralisation Shortfall Dates
Collateralisation Shortfall Dates Pursuant to the Trust Deed, the Issuer will use all reasonable
endeavours to procure that the Collateral Manager on behalf of the Issuer shall, not later than
the Business Day following any Collateralisation Shortfall Date, furnish the Rating Agencies,
the VFN Agent (for furnishing to the VF Noteholders) and the Trustee with a supplement to the
most recent Over-Collateralisation Test Report certified by the Collateral Manager on behalf of
the Issuer, setting forth each of the items included in such most recent Over-Collateralisation
Test Report stated as of such Collateralisation Shortfall Date (each such statement, a
"Collateralisation Shortfall Valuation Statement").
Collateralisation Shortfall Date Remedial Actions Upon the occurrence of a Collateralisation
Shortfall Date, the Issuer (or the Collateral Manager on its behalf) shall, in addition to delivering
the relevant Collateralisation Shortfall Valuation Statement to the same, promptly notify the
Rating Agencies and the Trustee of the occurrence of such Collateralisation Shortfall Date and
either:
(i)
(ii)
within fifteen Business Days of such Collateralisation Shortfall Date, prepay VF Notes,
pay and discharge any Outstanding Issuer Swap Termination Payments and redeem
the Notes in such amounts and to the relevant Prepayment Priority Level as is
necessary to ensure that on the date of their application (the "Prepayment Date")
hereunder, the Over-Collateralisation Tests are satisfied, in the following order of
priority: (i) first on a pro rata basis (I) in redemption of the Senior Indebtedness that
may be re-borrowed, (II) in redemption of the Senior Indebtedness that may not be reborrowed
and (III) in payment of any Outstanding Issuer Swap Termination Payments,
provided that amounts comprising the pro rata entitlement of the Senior Indebtedness
shall be applied in prepayment (A) first of Senior Indebtedness that may be re
borrowed and (B) second of Senior Indebtedness that may not be re-borrowed (such
priority in (i)(A) and (i)(B), the "Senior Prepayment Cure Priority"), (ii) second in
redemption of the Class B Notes, (iii) third in redemption of the Class C Notes and
(iv) fourth in redemption of the Class D Notes, (the foregoing procedure, the
"Prepayment Cure Methodology", the foregoing priority of payments, the
"Prepayment Priorities" and the four levels thereof in (i) to (iv) the "Prepayment
Priority Levels"; or
provide, or procure the provision of, a written statement (the "Projection Cure
Statement") to the Trustee, the VFN Agent (for furnishing to the VF Noteholders) and
the Rating Agencies within seven Business Days of such Collateralisation Shortfall
Date (such date, a "Projection Cure Statement Date") showing projected
compliance with the Over-Collateralisation Tests on the Long-Stop Date based upon
(x) acquisition or disposal of Issuer Investments which either (i) had Committed
Unsettled Status on or (ii) were effected on or after, such Over-Collateralisation
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