ROCKALL CLO B.V. - Irish Stock Exchange

"Account-Holding Bank" means (a) in respect of the Paying Agent Account, the Principal Paying Agent
and (b) in respect of the Principal Custody Account and the Interest Custody Account, the Custodian.
"Accounts" means the Interest Custody Account(s), the Principal Custody Account(s), the Collection
Account and the Paying Agent Account and any other accounts established by the Issuer pursuant to
the Agency Agreement from time to time.
"Additional Interest" in respect of the Class E Subordinated Notes means amounts available for
disbursement as additional interest paid in accordance with Condition 3(c) (Payment of Amounts),
Condition 3(d) (Restricted Payments) and Condition 6 (Interest), as specified as such in Condition 20
(Specific Conditions) applicable thereto.
"Administrative Expenses" means the Issuer Fee together with amounts due and payable by the
Issuer to:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
the independent accountants, agents and counsel of the Issuer, including amounts payable to
the Agents each pursuant to the Agency Agreement or, as the case may be, the relevant Trust
Instrument;
any Rating Agency in respect of the monitoring or surveillance of any VF Notes and Rated
Notes as the case may be or a confidential credit estimate in relation to any of the Issuer
Investments for fees and expenses in connection with any such monitoring, surveillance or
confidential credit estimate;
the Managing Directors pursuant to the Management Agreement;
the Collateral Manager pursuant to the Collateral Management Agreement (but excluding any
Collateral Management Fees and any VAT payable in respect thereof);
the Collateral Administrator pursuant to the Collateral Administration Agreement;
the Irish Stock Exchange;
any other person in respect of any governmental fee or charge (other than, for the avoidance of
doubt, taxes and statutory fees);
any other person in respect of any other fees or expenses permitted under these
Conditions and/or the Transaction Documents;
the Representatives and the Security Trustee in respect of services rendered by the same
pursuant to the Intercreditor Arrangements;
the Placement Agent, pursuant to each Dealer Fee Letter and
the payments of any applicable VAT required to be paid by the Issuer in respect of the
foregoing,
provided, however, that Administrative Expenses shall not include Trustee Fees and Expenses or
amounts due or accrued with respect to the actions taken on or in connection with any Closing Date
which are payable out of the proceeds of issue of the Notes on such Closing Date.
"Affiliate" or "Affiliated" means, in relation to any person, any other person who, directly or indirectly, is
in control of, or controlled by, or is under common control with, such person (and, for the purposes of
this definition, "control" of a person means the power, direct or indirect, (i) to vote more than 50 per
cent. of the securities having ordinary voting power for the election of directors of such person or (ii) to
direct or cause the direction of the management and policies of such person, whether by contract or
otherwise).
"Agent" means each of the Registrar, the Transfer Agents, the Representatives, the Principal Paying
Agent, the Calculation Agent, any VFN Agent and the Custodian and each of their permitted successors
and assignees.
"Amendment Buy-Out" has the meaning given thereto in Condition 14(c) (Modification and Waiver).
“Amendment Buy-Out Purchase Price” means (i) in respect of the Notes, the Redemption Price and
(ii) in respect of the VF Notes, repayment of any Advance plus accrued interest or such other amount as
may be agreed between the Noteholders, VF Noteholders and Amendment Buy-Out Purchasers, from
time to time.
“Amendment Buy-Out Purchaser” means the Collateral Manager (or any of its Affiliates acting as
principal or agent); provided that in the event that the Collateral Manager elects not to purchase
VF Notes or Notes from Holders pursuant to an Amendment Buy-Out, “Amendment Buy-Out Purchaser”
shall mean one or more qualifying purchasers (which may include the Placement Agent) or any of its
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