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ROCKALL CLO B.V. - Irish Stock Exchange

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valuing securities and/or other investments that constitute Issuer<br />

Investments) or any other such appraiser designated by the Issuer<br />

(or the Collateral Manager on its behalf) in writing and approved by (i)<br />

the Designated Approval Representative in its reasonable discretion<br />

(acting in good faith and in a commercially reasonable manner) and<br />

(ii) S&P and/or Moody's (as the case may be) pursuant to a Rating<br />

Agency Confirmation.<br />

"Asset-Backed Security"<br />

"Busted Convertible Bond"<br />

"Cash"<br />

"Cash Equivalents"<br />

"Cheapest to Deliver Security"<br />

means any fixed income Security that is (i) backed by and paid<br />

primarily from the proceeds (or payments or proceeds of a<br />

disposition) of Eligible Assets and (ii) issued in a transaction<br />

structured to (A) isolate the Security and the Eligible Assets backing<br />

the Security from the credit risk of the sponsor of the transaction and<br />

(B) result in the creditworthiness of such Security being primarily<br />

dependent upon (x) the creditworthiness of the Eligible Assets<br />

backing such Security and (y) any credit support provided with<br />

respect to the creditworthiness of such Eligible Assets; provided,<br />

however, that in no event shall an "Asset-Backed Security" include<br />

either a Defensive Hedge Transaction or a Structured Product<br />

Transaction.<br />

means any convertible bond that trades like a fixed income<br />

investment because the value of the conversion option for the equity<br />

into which such bond may be converted has fallen below 2.5 per<br />

cent. of the aggregate value of the convertible bond.<br />

means any immediately available funds in Euros or any Eligible<br />

Foreign Currency (including amounts held in the Principal Custody<br />

Account or on deposit with the Custodian pursuant to "sweep"<br />

arrangements linked to the Principal Custody Account).<br />

means investments (other than Cash and Government Securities):<br />

(a)<br />

(b)<br />

in respect of which the obligor has a short-term S&P issuer<br />

credit rating of "A-1+" or a long-term S&P issuer credit rating<br />

of at least "AA" for the purposes of calculating the S&P<br />

Advance Amount and has a short-term Moody's rating of<br />

"P-1" or a long-term Moody's senior unsecured rating of at<br />

least "Aa2" for the purposes of calculating the Moody's<br />

Advance Amount or<br />

in funds investing in money market instruments, such funds<br />

rated "AAAm" or "AAAg" by S&P for the purposes of<br />

calculating the S&P Advance Amount and "Aaa” or ”MR1+"<br />

by Moody's for the purposes of calculating the Moody's<br />

Advance Amount;<br />

provided that: (i) in no event shall Cash Equivalents include any<br />

obligation that provides for the payment of interest alone, (ii) Cash<br />

Equivalents referred to in paragraph (a) above shall mature within<br />

183 days of issuance, (iii) if either S&P or Moody's changes its rating<br />

system, then any ratings included in this definition shall be deemed to<br />

be an equivalent rating in a successor rating category of S&P or<br />

Moody's as the case may be, (iv) if either S&P or Moody's ceases to<br />

be in the business of rating securities, then any ratings included in<br />

this definition shall be deemed to be an equivalent rating from<br />

another rating agency, (v) Cash Equivalents (other than money<br />

market funds maintained by the Custodian) shall not include any such<br />

investment equivalent to more than €100 million in any single issuer<br />

and (vi) in no event shall Cash Equivalents include any Dutch<br />

Ineligible Securities or any synthetic securities or, for the purposes of<br />

calculating the S&P Advance Amount, any Securities with ratings<br />

containing an "r", "t", "p", "pi" or "q" subscript; unless otherwise<br />

confirmed in writing as acceptable by S&P and/or Moody's, as the<br />

case may be.<br />

means, with respect to any Credit Default Swap, the "cheapest to<br />

deliver security" on the date such Credit Default Swap is executed.<br />

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