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ROCKALL CLO B.V. - Irish Stock Exchange

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(v)<br />

(vi)<br />

(vii)<br />

(viii)<br />

(ix)<br />

(x)<br />

(xi)<br />

Non-Payment of Debt<br />

An aggregate principal amount outstanding of €10,000,000 or more of any Debt of the<br />

Issuer or any subsidiary shall become due and payable (whether at maturity, by<br />

acceleration or otherwise) and not be paid or satisfied in full in the manner provided<br />

for under the terms of such Debt, or the holder of such Debt in excess of €10,000,000<br />

shall be entitled to require the Issuer or any such subsidiary to repay, repurchase,<br />

redeem, defease or otherwise retire for value such indebtedness, in whole or in part,<br />

prior to its scheduled Payment Date (in each case, after giving effect to any applicable<br />

grace periods);<br />

Default under any Hedging and Short-Sale Transactions or Issuer Investments<br />

A default in the payment when due (after any applicable grace period) of any amount<br />

in excess of €10,000,000 required to be paid by the Issuer under any Hedging and<br />

Short-Sale Transaction or under any obligation to make funds available under any<br />

Issuer Investment (other than any such amount that is being contested in good faith<br />

and for which adequate reserves have been set aside) and such default shall remain<br />

unremedied for ten Business Days after the occurrence of such default;<br />

Breach of Materiality Qualifications<br />

The failure of the Issuer to comply with any provisions of any Transaction Document<br />

(including for the avoidance of doubt these Conditions) that have a materiality<br />

qualification, or to comply in all material respects with (or with a representation in) any<br />

Transaction Document (including for the avoidance of doubt these Conditions) or the<br />

failure of any representation or warranty made by the Issuer in any certificate or other<br />

writing delivered pursuant to the Trust Deed, the Security Documents or these<br />

Conditions to be correct in all material respects when the same shall have been made<br />

and continuance of either of such failures (if remediable) for a period of 30<br />

consecutive days (subject to applicable grace periods) after the Issuer knew of such<br />

failure or notice has been given to the Issuer by the Trustee of the same (excluding, in<br />

each case, defaults and breaches which are otherwise specifically described as an<br />

"Event of Default" under other paragraphs of this Condition 10);<br />

Under-Collateralisation Event<br />

The occurrence of an Under-Collateralisation Event;<br />

Representations and Warranties<br />

Any representation or warranty of the Issuer made in the Security Documents or in<br />

any certificate or writing delivered pursuant thereto proving to be incorrect in any<br />

material respect when made, and continuance of such breach of representation or<br />

warranty for a period of 45 days after notice thereof to the Issuer and the Collateral<br />

Manager by the Trustee;<br />

Insolvency<br />

(A)<br />

(B)<br />

(C)<br />

(D)<br />

Winding-up etc.<br />

The Issuer becomes insolvent, is adjudicated bankrupt (or applies for an<br />

order of bankruptcy or moratorium of payments) or is unable to pay its debts<br />

as they fall due or<br />

an administrator or liquidator of the Issuer for the whole or part of the<br />

undertaking, assets and revenues of the Issuer is appointed (or application<br />

for any such appointment is made) or<br />

the Issuer takes any action for a readjustment or deferment of any of its<br />

obligations or makes a general assignment or an arrangement or<br />

composition with or for the benefit of its creditors or<br />

the Issuer ceases or threatens to cease to carry on all or any substantial part<br />

of its business (other than as a result of a substitution in accordance with<br />

Condition 14(d) (Substitution));<br />

An order is made or an effective resolution is passed for the winding-up, liquidation or<br />

dissolution of the Issuer;<br />

- 81 -

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