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ROCKALL CLO B.V. - Irish Stock Exchange

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“Dutch Ineligible Securities”<br />

"Eligible Assets"<br />

"Eligible Counterparty"<br />

"Eligible Foreign Currencies"<br />

"Eligible Selling Institution"<br />

means all securities, interests in securities or instruments which are<br />

convertible to securities:<br />

(i)<br />

(ii)<br />

which are bearer instruments (effecten aan toonder)<br />

physically located in The Netherlands or registered shares<br />

(aandelen op naam) in a Netherlands corporate entity where<br />

the Issuer owns such bearer instruments or registered<br />

shares directly and in its own name; or<br />

the purchase or acquisition of which by or on behalf of the<br />

Issuer would cause the breach of applicable selling or<br />

transfer restrictions or of applicable Dutch laws relating to<br />

the offering of securities or of collective investment<br />

schemes.<br />

means financial assets, either fixed or revolving, that by their terms<br />

convert into cash within a finite time period plus any rights or other<br />

assets designed to assure the servicing or timely distribution of<br />

proceeds to security holders.<br />

means with respect to any Hedging and Short-Sale Transaction<br />

(a) for the purposes of calculating the S&P Advance Amount, any<br />

counterparty thereto: (i) satisfying the Rating Requirement or<br />

(ii) which has (x) posted collateral with the Issuer within 30 calendar<br />

days of ceasing to satisfy the Rating Requirement, (y) has a<br />

short-term S&P issuer credit rating of at least "A-3" and a long-term<br />

S&P issuer credit rating of at least "BBB-" and (z) with respect to<br />

whom Rating Agency Confirmation has been received from S&P;<br />

provided that if any such counterparty ceases to satisfy the Rating<br />

Requirement after the date such Hedging and Short-Sale Transaction<br />

was executed then the same shall be deemed to be an "Eligible<br />

Counterparty" for a period of 30 calendar days from the date of such<br />

cessation and (b) for the purposes of calculating the Moody's<br />

Advance Amount, (i) any Person satisfying the Rating Requirement,<br />

(ii) any counterparty to a Hedging and Short-Sale Transaction who<br />

has posted collateral with the Issuer and with respect to whom Rating<br />

Agency Confirmation has been received from Moody's or (iii) with<br />

respect to a Credit Default Exposure Contract, a counterparty with a<br />

short-term Moody's rating of "P-2" or whose obligations in respect of<br />

such Credit Default Exposure Contract are absolutely and<br />

unconditionally guaranteed by a Person having such a rating or, if<br />

such Person (or its guarantor) does not have such a short-term<br />

rating, then such Person (or its guarantor) has a long-term Moody's<br />

senior unsecured rating of "A1", in either case who has posted to,<br />

and maintained with, the Issuer collateral in an amount at least equal<br />

to one periodic payment due on such Credit Default Exposure<br />

Contract to the Issuer; provided that if any such Person ceases to<br />

satisfy the Rating Requirement after the date such Hedging and<br />

Short-Sale Transaction was executed, then such Person shall be<br />

deemed to be an "Eligible Counterparty" for a period of 30 calendar<br />

days from the date of such cessation provided further that each<br />

counterparty or Person has the regulatory capacity, as a matter of<br />

Dutch law, to enter into derivatives transactions with Dutch residents.<br />

means (i) Canadian Dollars, Pounds Sterling, U.S. Dollars and the<br />

currency of any G-7 nation, Australia, Denmark, New Zealand,<br />

Norway, Sweden, Switzerland, Iceland or any country that has been<br />

invited to join the European Union and which has a foreign currency<br />

issuer credit rating of at least "AA-" from S&P for the purposes of<br />

calculating the S&P Advance Amount or a long-term sovereign debt<br />

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

the Moody's Advance Amount and (ii) each other currency identified<br />

by the Issuer (or the Collateral Manager on its behalf) from time to<br />

time and confirmed by S&P and/or Moody's (as the case may be)<br />

pursuant to a Rating Agency Confirmation and in writing as<br />

acceptable by the Designated Approval Representative.<br />

means, with respect to any Participation, any selling institution<br />

satisfying the Rating Requirement; provided that if any such selling<br />

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