ROCKALL CLO B.V. - Irish Stock Exchange

(c)
(F)
(G)
(H)
(I)
(J)
Modification and Waiver
the modification of the provisions concerning the quorum required at any
meeting of Noteholders or the minimum percentage required to pass an
Extraordinary Resolution or any other provision of these Conditions which
requires the written consent of the Holders of a requisite Principal Amount
Outstanding of the Notes of any Class;
any modification of any Transaction Document having a material adverse
effect on the security over the Collateral constituted by the Security and
Intercreditor Deed;
any item requiring approval by Extraordinary Resolution pursuant to these
Conditions or any Transaction Document;
any modification of this Condition 14(b)(vi); and
any material modification to the Market Valuation Manual not being of the
nature contemplated by Condition 14(c)(xii).
The Trust Deed provides that, without the consent of the Noteholders, the Issuer may amend,
modify, supplement and/or waive the relevant provisions of the Trust Deed and/or the
Collateral Management Agreement and/or any other Transaction Documents (subject to the
consent of the other parties thereto and the relevant provisions thereof) (as applicable), subject
to the prior consent of the Trustee, for any of the following purposes:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
to add to the covenants of the Issuer or the Trustee for the benefit of the Noteholders
or to surrender any right or power in the Trust Deed or the Collateral Management
Agreement (as applicable) conferred upon the Issuer;
to charge, convey, transfer, assign, mortgage or pledge any property to or with the
Trustee;
to correct or amplify the description of any property at any time subject to the security
of the Trust Deed, or to better assure, convey and confirm unto the Trustee any
property subject or required to be subject to the security of the Trust Deed (including,
without limitation, any and all actions necessary or desirable as a result of changes in
law or regulations) or to subject to the security of the Trust Deed any additional
property;
to evidence and provide for the acceptance of appointment under the Trust Deed by a
successor trustee subject to and in accordance with the terms of the Trust Deed and
to add to or change any of the provisions of the Trust Deed as shall be necessary to
facilitate the administration of the trusts under the Trust Deed by more than one
Trustee, pursuant to the requirements of the relevant provisions of the Trust Deed;
to modify the restrictions on and procedures for resales and other transfers of any
Note to reflect any changes in applicable law or regulation (or the interpretation
thereof) or to enable the Issuer to rely upon any exemption from registration under the
Securities Act or the Investment Company Act or applicable Dutch banking or
securities laws or to remove restrictions on resale and transfer to the extent not
required thereunder or otherwise to make any such modifications to the restrictions on
and procedures for resales and other transfers of Notes as shall be necessary or
advisable;
to make such changes as shall be necessary or advisable in order for any Note to be
(or to remain) listed on the Irish Stock Exchange or any other exchange;
save as contemplated pursuant to Base Condition 14(d) below, to take any action
advisable to prevent the Issuer from becoming subject to withholding or other taxes,
fees or assessments;
to take any action advisable to prevent the Issuer from being treated as resident in the
United Kingdom for UK tax purposes, as trading in the United Kingdom through a
United Kingdom permanent establishment for UK tax purposes or as subject to UK
VAT in respect of Collateral Management Fees;
to take any action advisable to prevent the Issuer from being treated as engaged in a
United States trade or business or otherwise be subject to United States federal, state
or local income tax on a net income basis;
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