ROCKALL CLO B.V. - Irish Stock Exchange

otherwise be due but for the imposition of such tax, the Issuer (with the consent of the Trustee and save
as provided below) shall, in order to avoid such obligation, use all reasonable endeavours to arrange for
the substitution of a company incorporated in another jurisdiction approved by the Trustee as the
principal obligor under the Notes of such Class, or to change its tax residence to another jurisdiction
approved by the Trustee, subject to receipt by the Trustee of Rating Agency Confirmation in relation to
such change.
Notwithstanding the above, if any taxes referred to in this Condition 9 (Taxation) arise:
(a)
(b)
(c)
(d)
(e)
due to any present or former connection of any Noteholder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such Noteholder if such Noteholder is an estate, a trust,
a partnership or a corporation) with The Netherlands (including, without limitation, such
Noteholder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having
been a citizen or resident thereof or being or having been engaged in a trade or business or
present therein or having or having had a permanent establishment therein) otherwise than by
reason only of the holding of any Note or receiving principal or interest in respect thereof or
by reason of the failure by the relevant Noteholder to comply with any applicable procedures
required to establish non-residence or other similar claim for exemption from such tax or to
provide information concerning nationality, residence or connection with The Netherlands or
in respect of a payment to an individual which is required to be made pursuant to the European
Council Directive 2003/48/EC on taxation of savings or
as a result of presentation for payment by or on behalf of a Noteholder who would have been
able to avoid such withholding or deduction by presenting the relevant Note to another Transfer
Agent in a Member State of the European Union or
any combination of the immediately preceding paragraphs (a) to (d) inclusive,
the requirement to substitute the Issuer as a principal obligor and/or change its residence for taxation
purposes shall not apply.
10. Events of Default
(a)
The occurrence of any of the following events shall constitute an "Event of Default":
(i)
(ii)
(iii)
(iv)
Non-Payment of Interest on the Notes
A default for five consecutive Business Days in the payment in full, when due and
payable, of any interest on (I) any Class A Notes, (II) any Class B Notes, (III) any
Class C Notes, (IV) any Class D Notes or (V) in the case of any Class E Subordinated
Notes which are partially paid, commitment fees on such Class E Subordinated Notes
save that (a) the failure by the Issuer to pay an amount of interest or commitment fees
to the extent that it has been required to deduct or withhold such amount pursuant to
Condition 9 (Taxation) or (b) the addition of any Blocked Junior Note Interest to the
Principal Amount Outstanding of any Class of Junior Interest – Bearing Notes on
which the same is owed in accordance with Condition 3(h)(v) (Blockage Periods) shall
be deemed to satisfy the payment of such interest for all purposes hereof and shall in
the case of each of (a) and (b) not constitute an Event of Default;
Non-Payment of Interest on the VF Notes
A default in the payment when due of any instalment of interest on the VF Notes or
breakage costs or commitment fees when due and payable for a period of five
consecutive Business Days, in the case of such payments with respect to the VF
Notes or, subject to Condition 10(a)(i) (Non-Payment of Interest on the Notes),
30 consecutive days, in the case of such payments with respect to any other
indebtedness;
Non-Payment of Principal on the Notes
A default in the payment of principal of any Class A Note, Class B Note, Class C Note
or Class D Note at its Maturity Date or any date set for redemption;
Non-Payment of Principal under the VF Notes
A default in the payment of the principal (or premium, if any) on the VF Notes when
due and payable;
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