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ROCKALL CLO B.V. - Irish Stock Exchange

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“Net Accrual Amount”<br />

(vi)<br />

(vii)<br />

in the case of an Issuer Investment that is not rated by<br />

Moody’s and no other obligation of the same issuer is rated<br />

by Moody’s then:<br />

(A)<br />

(B)<br />

(C)<br />

(D)<br />

(1) if such Issuer Investment is rated by S&P,<br />

(a) one subcategory below the Moody’s equivalent<br />

of the rating assigned by S&P if such rating is<br />

“BBB-“ or higher and (b) two subcategories below<br />

the Moody’s equivalent of the rating assigned by<br />

S&P if such rating is “BB+” or lower or (2) if such<br />

Issuer Investment is not rated by S&P but another<br />

obligation of the issuer is rated by S&P (a “parallel<br />

security”), and the Moody’s equivalent of the rating<br />

of such parallel security is determined in<br />

accordance with the methodology set forth in<br />

clause (1) above, the rating determined in<br />

accordance with the methodology set forth in<br />

clause (iv) above (for such purpose treating the<br />

parallel security as if it were rated by Moody’s at<br />

the rating determined pursuant to this<br />

subclause (2));<br />

if (1) neither the issuer of such Issuer Investment<br />

nor any of its Affiliates is subject to reorganisation<br />

or bankruptcy proceedings, (2) no obligations of the<br />

issuer are in default, (3) neither the issuer nor any<br />

of its Affiliates have defaulted on any debt during<br />

the past two years, (4) the issuer has been in<br />

existence for the past four years, (5) the issuer is<br />

current on any cumulative dividends, (6) the<br />

fixed-charge ratios for the issuer exceeds 120 per<br />

cent. for each of the past two fiscal years (and for<br />

the most recent four quarters), (7) the issuer had a<br />

net profit before tax in the past fiscal year and the<br />

most recent quarter and (8) the annual financial<br />

statements of the issuer are unqualified and<br />

certified by a firm of independent accounts of<br />

international reputation, and quarterly statements<br />

are unaudited but signed by a corporate officer,<br />

“B3” if such Issuer Investment is a senior secured<br />

obligation and “Caa1” if such Issuer Investment is<br />

not a senior secured obligation;<br />

if (1) neither the issuer of such Issuer Investment<br />

nor any of its Affiliates is subject to reorganisation<br />

or bankruptcy proceedings and (2) no obligation of<br />

the issuer has been in default during the past two<br />

years, “Caa2”;<br />

if an obligation of the issuer of such Issuer<br />

Investment has been in default during the past two<br />

years, “Ca” and<br />

in the case of an Issuer Investment that is only rated by<br />

Moody’s (including any estimated rating), such Moody’s<br />

rating.<br />

means, as of any date, an amount, which may be positive or<br />

negative, equal to (i) the aggregate amount of accrued interest<br />

payable to the Issuer (excluding any interest payable on Counterparty<br />

Downgrade Collateral) on all interest-bearing Non-Excluded Issuer<br />

Investments as of such date minus (ii) the sum of (a) the aggregate<br />

amount of accrued interest payable by the Issuer as of such date in<br />

respect of Issuer Indebtedness, (b) the aggregate amount of accrued<br />

and unpaid payments due to the counterparty under any Permitted<br />

Short-Sale Transaction as of such date and (c) the Collateral<br />

Manager’s good faith estimate of the aggregate amount of accrued<br />

and unpaid fees and expenses of the Issuer (including, for the<br />

avoidance of doubt, any Management Fee (together with VAT<br />

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