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ROCKALL CLO B.V. - Irish Stock Exchange

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on the Noteholders. Upon the expiry of any such notice as is referred to in this Condition 7(d),<br />

the Issuer shall be bound to redeem the Notes in accordance with this Condition 7(d).<br />

(e)<br />

(f)<br />

(g)<br />

(h)<br />

Mandatory Redemption<br />

(i)<br />

(ii)<br />

(iii)<br />

Redemption<br />

Mandatory Redemption upon Over-Collateralisation Failure<br />

If, on breach of the Over-Collateralisation Tests as contemplated by Condition 5(c)<br />

(Over-Collateralisation Failure and Collateralisation Shortfall Dates), the Issuer (or the<br />

Collateral Manager on its behalf) employs one of the Under-Collateralisation Cure<br />

Methodologies such that payments to Noteholders are made pursuant to<br />

Condition 5(c)(i) (Over-Collateralisation Failure and Collateralisation Shortfall Dates),<br />

the Notes shall be redeemed on a pro rata and mandatory basis in accordance with<br />

the Prepayment Priorities, subject to the payment of any Redemption Breakage<br />

Costs, as required under Condition 5(c)(i) (Over-Collateralisation Failure and<br />

Collateralisation Shortfall Dates) on the Prepayment Date.<br />

Mandatory Class E Subordinated Note Redemptions for Liquidity Reasons<br />

In the event that the Principal Amount Outstanding of Class E Subordinated Notes<br />

falls below €25,000,000 and the Collateral Manager, in its discretion, so determines,<br />

100 per cent. of the Principal Amount Outstanding of Class E Subordinated Notes<br />

shall be redeemed by the Issuer on the next following Payment Date (such date, the<br />

"Class E Mandatory Redemption Date") provided that the Premature Redemption<br />

Requirements are met and that the Collateral Manager's determination hereunder<br />

shall have been made so as to allow the Trustee to give Class E Subordinated<br />

Noteholders not less than 35 days prior notice thereof in accordance with<br />

Condition 7(b)(iii)(A).<br />

Mandatory Redemption of other Interest-Bearing Notes upon Redemption of<br />

Class E Subordinated Notes<br />

In the event that any Class E Subordinated Notes are subject to a Redemption<br />

pursuant to Condition 7(b) (Optional Redemption) or Condition 7(e)(ii) (Mandatory<br />

Class E Subordinated Note Redemptions for Liquidity Reasons), the Issuer (or the<br />

Collateral Manager on the Issuer's behalf) may at its discretion elect to mandatorily<br />

redeem any other Class of Interest-Bearing Notes then Outstanding (each such Class,<br />

an "Associated Mandatory Redemption Class") in whole or in part at the applicable<br />

Redemption Price therefor on the Optional Redemption Date, Delayed Payment Date<br />

or, as the case may be, Class E Mandatory Redemption Date on which such Class E<br />

Subordinated Notes are redeemed (each such date, a "Premature Redemption<br />

Date") provided that: (a) if less than 100 per cent. of the Principal Amount<br />

Outstanding of any Associated Mandatory Redemption Class is to be so redeemed, it<br />

shall be redeemed pro rata according to the respective holdings of the Holders of<br />

such Interest-Bearing Notes comprising such Associated Mandatory Redemption<br />

Class as at the relevant Premature Redemption Date and (b) no such mandatory<br />

redemption may occur if, immediately after giving effect to the same, the Premature<br />

Redemption Requirements are not, or would fail to be, fulfilled.<br />

All Notes in respect of which any notice of redemption is given shall be redeemed on the<br />

Redemption Date at their applicable Redemption Prices and to the extent specified in such<br />

notice and in accordance with the requirements of this Condition 7 (Redemption). Each Note<br />

falling to be redeemed must be surrendered to the Trustee in order to receive the Redemption<br />

Price therefor.<br />

No other Redemption<br />

The Issuer shall not be entitled to redeem any Notes otherwise than as provided in this<br />

Condition 7 (Redemption).<br />

Notice of Redemption<br />

Subject, in addition, to compliance with the specific notification procedures contained in such<br />

Conditions, the Issuer will procure that notice of any redemption in accordance with<br />

Condition 7(b) (Optional Redemption), Condition 7(d) (Redemption for Tax Reasons) or<br />

Condition 7(e) (Mandatory Redemption) is given to the Noteholders in accordance with<br />

Condition 16 (Notices) and promptly in writing to the Rating Agencies.<br />

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