ROCKALL CLO B.V. - Irish Stock Exchange

and the Collateral Manager elects not to increase the percentage of the Principal
Amount Outstanding of Class E Subordinated Notes that may be redeemed on such
Optional Redemption Date, then the total principal amount of Class E Subordinated
Notes that may be redeemed on such Optional Redemption Date shall be reduced
from the Elected Class E Global Redemption Amount to an amount equal to 20 per
cent. of the Principal Amount Outstanding of Class E Subordinated Notes on such
Optional Redemption Date (or such other percentage in excess thereof that the
Collateral Manager may determine hereunder) (the amount so permitted, including, as
the case may be, the Elected Class E Global Redemption Amount, the "Permitted
Redemption Amount") which reduction shall be borne pro rata by the Holders of
Class E Subordinated Notes who had elected to redeem on such Optional
Redemption Date (each, an "Electing Class E Subordinated Noteholder")
according to the amount of Class E Subordinated Notes they had nominated for
redemption on such Optional Redemption Date (the "Elected Amount").
(c)
(v)
(vi)
Class E Subordinated Note Split Redemption Procedure
Without prejudice to the Liquidity Limitation Procedure above, in the event that the
Collateral Manager, in its discretion, so determines, the aggregate Principal Amount
Outstanding of Class E Subordinated Notes which any Electing Class E Subordinated
Noteholder may redeem pursuant to Condition 7(b)(iii) and 7(b)(iv) may be reduced
(subject as follows, in addition to any reduction arising from the application of the
Liquidity Limitation Procedure) by an amount equal to up to 15 per cent. of the
Permitted Redemption Amount, which reduction shall be borne among Electing
Class E Subordinated Noteholders by reference to their respective Elected Amounts
and rounded, in the case of relevant Class E Subordinated Notes, to the applicable
Authorised Denomination (the global amount of such rounded amounts being, the
"Reduction Amount"). In the event of a reduction in the Principal Amount
Outstanding of Class E Subordinated Notes redeemed pursuant to Condition 7(b)(iii)
and 7(b)(iv) by reason of the operation of this Condition 7(b)(v), each Electing Class E
Subordinated Noteholder's Delayed Redemption Notes will, subject to compliance
with the Premature Redemption Requirements, be subject to automatic mandatory
redemption at the Redemption Price on any Payment Date falling after the Optional
Redemption Date on which the relevant Reduction Amount arose up to and including
the Payment Date falling 18 months after such Payment Date (any such date, a
"Delayed Payment Date") provided that (x) the Issuer (or the Trustee at the direction
of the Collateral Manager on behalf of the Issuer) shall give the relevant Electing
Class E Subordinated Noteholders at least 30 Business Days' notice of the Delayed
Payment Date, (y) there shall be no more than one Delayed Payment Date with
respect to any one Reduction Amount and (z) subject to compliance with the
Premature Redemption Requirements as aforesaid, all relevant Delayed Redemption
Notes shall, if not redeemed prior to such date, be redeemed on the Delayed Payment
Date falling 18 months after the Payment Date on which the relevant Reduction
Amount arose at the Redemption Price as of such date.
Non-Fungibility of Delayed Redemption Notes with Class E Subordinated Notes
Without prejudice to the fact that the same will still comprise one and the same Class
with Class E Subordinated Notes, Delayed Redemption Notes shall, from the Split
Date applicable thereto, cease to be fungible with, and shall form a separate series
from, any Class E Subordinated Notes and any Delayed Redemption Notes with a
differing Split Date and shall have no right to payment other than that arising by
reason of their mandatory redemption pursuant to the Split Redemption Procedure but
will rank pari passu with, and have rights (including voting rights) equal to, Class E
Subordinated Notes in all other respects provided that they may not be optionally
redeemed pursuant to Condition 7(b)(i) (Optional Redemption Requirements).
Redemption at the Option of the Issuer
(i)
Rights of Redemption. Subject to the provisions of the Security and Intercreditor
Deed (including the subordination provisions therein), the Issuer may acting on the
instructions of the Collateral Manager redeem any Rated Notes, in whole or in part, at
the relevant Redemption Price on any Payment Date after the end of the relevant noncall
period mentioned in Condition 20 (Specific Conditions); provided that the Class B
Notes may not be redeemed pursuant to this Condition 7(c), nor may other payments
of principal be made on the Class B Notes, until all outstanding Senior Indebtedness
that is due and payable on such Redemption Date under any Transaction Document
has been paid in full, the Class C Notes may not be redeemed pursuant to this
Condition 7(c), nor may other payments of principal be made on the Class C Notes,
- 75 -