ROCKALL CLO B.V. - Irish Stock Exchange

(d)
(e)
Notes or VF Notes as a result of an election by the Amendment Buy-Out Purchaser not to
exercise the Amendment Buy-Out Option.
All purchases made pursuant to an Amendment Buy-Out Option individually and in the
aggregate must comply with the applicable transfer restrictions (See “Transfer Restrictions”
below) for the relevant Issuer Indebtedness set forth herein and all applicable laws, rules and
regulations (including, without limitation, any rules, regulations and procedures of any
securities exchange, self-regulatory organisation or clearing agency).
Substitution
The Trust Deed contains provisions permitting the Trustee to agree, subject to such
amendment of the Trust Deed and such other conditions as the Trustee may require (without
the consent of the Noteholders of any Class), to the substitution of any other company in place
of the Issuer, or of any previously substituted company, as principal debtor under the Trust
Deed and the Notes of each Class, if required for taxation purposes. In the case of such a
substitution the Trustee may agree, without the consent of the Noteholders, but subject to
receipt by the Trustee of Rating Agency Confirmation (subject to receipt of such information
and/or opinions as the applicable Rating Agency may require), to a change of the law
governing the Notes and/or the Trust Deed. Any substitution agreed by the Trustee pursuant to
this Condition 14(d) (Substitution) shall be binding on the Noteholders, and shall be notified to
the Noteholders as soon as practicable in accordance with Condition 16 (Notices).
The Trustee may, subject to the satisfaction of certain conditions, including receipt by the
Trustee of Rating Agency Confirmation, agree to a change in the place of residence of the
Issuer for taxation purposes without the consent of the Noteholders of any Class, provided the
Issuer does all such things as the Trustee may require in order that such change in the place of
residence of the Issuer for taxation purposes is fully effective and complies with such other
requirements which are in the interests of the Noteholders, as the Trustee may reasonably
direct.
The Issuer will procure that, so long as the Notes are listed on the Irish Stock Exchange, any
material amendments or modifications to the Conditions, Trust Deed or such other conditions
made pursuant to Condition 14 shall be notified to the Irish Stock Exchange.
Entitlement of the Trustee and Conflicts of Interest
In connection with the exercise of its trusts, powers, duties and discretions (including but not
limited to those referred to in this Condition 14 the Trustee shall have regard to the interests of
each Class of Noteholders as a Class and shall not have regard to the consequences of such
exercise for individual Noteholders of such Class and the Trustee shall not be entitled to
require, nor shall any Noteholder be entitled to claim, from the Issuer, the Trustee or any other
person, any indemnification or payment in respect of any tax consequence of any such
exercise upon individual Noteholders except to the extent already provided for in Condition 9
(Taxation).
If the Holders of one or more Classes of Notes have an interest in the outcome of a conflict, the
Trustee shall give priority to the interests of the Class of Notes which ranks most senior in
priority over the interests of the more junior ranking Class or Classes of Notes. The Trust Deed
provides further that the Trustee will act upon the directions of the Holders of the Senior
Outstanding Class in such circumstances, and shall not be obliged to consider the interests of,
and is exempted from any liability to, the Holders of any other Class of Notes.
15. Indemnification of the Trustee
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility in certain circumstances, including provisions relieving it from instituting proceedings to
enforce repayment or to enforce the security constituted by or pursuant to the Trust Deed, unless
indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer
and any entity related to the Issuer without accounting for any profit. The Trustee is exempted from any
liability in respect of any loss or theft of the Collateral, from any obligation to insure, or to monitor the
provisions of any insurance arrangements in respect of, the Collateral (for the avoidance of doubt, under
the Security Documents the Trustee is under no such obligation) and from any claim arising from the
fact that the Collateral is held by the Custodian or is otherwise held in safe custody by a bank or other
custodian. The Trustee shall not be responsible for the performance by the Custodian of any of its duties
under the Agency Agreement, for the performance by the Collateral Manager of any of its duties under
the Collateral Management Agreement, for the performance by the Collateral Administrator of its duties
under the Collateral Administration Agreement or for the performance by any other person appointed by
the Issuer in relation to the Notes. The Trustee shall not have any responsibility for the administration,
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