ROCKALL CLO B.V. - Irish Stock Exchange

"COF Advance" means each Advance bearing interest at the applicable Conduit Noteholder's Cost of Funds
Rate.
"Commercial Paper Notes" means, in relation to a Conduit Noteholder, the commercial paper notes, medium
term notes and other rated debt securities of the Conduit Noteholder.
"Commitment Fee Rate" with respect to each VF-1 Noteholder, shall have the meaning set forth in its VF-1
Noteholder Fee Letter.
"Commitment Termination Event" means the earlier of (a) automatically and without notice or further action, the
occurrence of any Event of Default described in Condition 10(a)(x) (Insolvency) or (xi) (Winding-up etc.) with
respect to the Issuer or (b) the occurrence and continuation of any other Transaction Default and the declaration
of the Advances to be due and payable pursuant to clause 10.5 (Security Enforceable) of the Security and
Intercreditor Deed or, in the absence of such declaration, a direction from the Required VF-1 Noteholders to the
VFN Agent to give notice to the Registrar of the termination of the VF-1 Commitments.
"Conduit Noteholder" means a VF-1 Noteholder which has certified to the VFN Agent that it is either (i) an asset
backed commercial paper conduit or (ii) an entity which will fund its Advances hereunder by borrowing (directly or
through intermediate special purpose entities) from a specified financing conduit (in which case the term "Conduit
Noteholder" (or "VF-1 Noteholder" to the extent referring to such a Conduit Noteholder) shall be deemed to refer
collectively to such VF-1 Noteholder and its related financing conduit).
"Cost of Funds Rate" means, for any Advance during any interest period, with respect to a Conduit Noteholder
which is funding its participation in such Advance with Commercial Paper Notes, the per annum rate equivalent to
(a) the rate (calculated on the basis provided in the VF-1 Conditions) or, if more than one rate, the weighted
average thereof, paid or payable by such Conduit Noteholder from time to time as interest on or otherwise in
respect of the Commercial Paper Notes issued by such Conduit Noteholder that are allocated, in whole or in part,
by such Conduit Noteholder to fund the making or maintenance of such Advance during such interest period as
determined by such Conduit Noteholder, which rates shall reflect and give effect to (i) certain documentation and
transaction costs (including, without limitation, dealer and placement agent fees and commissions and other note
issuance costs, currency hedging and forward contracts costs and expenses, and incremental carrying costs
incurred with respect to Commercial Paper Notes maturing on dates other than those on which corresponding
funds are received by such Conduit Noteholder) associated with the issuance of such Conduit Noteholder's
Commercial Paper Notes and the funding and maintenance of Advances in the currencies required by the VF-1
Conditions, and (ii) other borrowings by such Conduit Noteholder, including borrowings to fund small or odd
amounts that are not easily accommodated in the commercial paper market, to the extent such amounts are
allocated, in whole or in part, by such Conduit Noteholder to fund such Conduit Noteholder's making or
maintenance of such Advance during such interest period; provided that if any component of such rate is a
discount rate, in calculating the applicable "Cost of Funds Rate" for such day, such Conduit Noteholder shall for
such component use the rate resulting from converting such discount rate to an interest-bearing equivalent rate
per annum.
"Defaulting VF-1 Noteholder" means any VF-1 Noteholder with respect to whom a VF-1 Noteholder Default is in
effect.
"Eligible Transferee" means and includes a commercial bank, conduit, financial institution or other institutional
"accredited investor" (as defined by Regulation D of the Securities Act).
"Euro Advance" means any sum advanced by a VF-1 Noteholder in accordance with the VF-1 Conditions and
which is denominated in Euros.
"Increase" means the Advances made by all VF-1 Noteholders on any Business Day in accordance with the VF-
1 Conditions.
"Increase Request" means a loan request and certificate duly executed by the Issuer substantially in the form of
Annex 3 to the VF-1 Instrument.
"Interbank Rate" means, in relation to any Advance to be maintained as an Interbank Rate Advance for any VF-
1 Interest Period:
(a)
(b)
the Screen Rate for such VF-1 Interest Period (determined, if necessary, by interpolating linearly
between (1) the Screen Rate for the term closest to and greater than such VF-1 Interest Period and (2)
the Screen Rate for the term closest to and less than such VF-1 Interest Period); or
(if no Screen Rate is available for the applicable VF-1 Interest Period for such Advance) the arithmetic
mean of the rates (rounded upwards to four decimal places) as supplied to the VFN Agent at its request
quoted by the Reference Banks to leading banks in the interbank market,
as of 11:00 a.m. (Brussels time) on the Quotation Day for the offering of deposits in Euros or an Optional
Currency, as applicable, for a period comparable to the VF-1 Interest Period of the relevant Advance.
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