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ROCKALL CLO B.V. - Irish Stock Exchange

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"Ledger" means the ledger maintained by the Collateral Administrator for the purposes of recording<br />

those amounts mentioned in Condition 3(b)(iii).<br />

"Liquidation Direction" means a notice delivered by the Controlling Class Agent to the Security<br />

Trustee following the occurrence of an Event of Default which is continuing (taking into account any<br />

related grace periods), instructing the Security Trustee to proceed to enforce the Collateral or any part of<br />

it.<br />

"Liquidity Limitation Procedure" means the procedure described in Condition 7(b)(iv) (Class E<br />

Subordinated Note Optional Redemption Limitation Procedure).<br />

"Loan Commitment" means a commitment of any Holder of Issuer Indebtedness to make loans under<br />

and pursuant to the terms of the Transaction Documents.<br />

"Long-Stop Date" means the thirtieth day following a Collateralisation Shortfall Date provided that if<br />

such date is not a Business Day, it shall be the deemed to be the next Business Day following such<br />

thirtieth day.<br />

“Management Fee” has the meaning given thereto in the Collateral Management Agreement.<br />

"Majority Senior Holder" means any Person holding in aggregate more than 50 per cent. of the Senior<br />

Indebtedness.<br />

"Managing Directors" means Mrs M. Chr. Van der Sluijs-Plantz, Mrs. Th. F.C. Wijnen and Mr H.P.C.<br />

Mourits, or such other person(s) who may be appointed as Managing Director(s) of the Issuer from time<br />

to time.<br />

"Market Valuation Manual" means, at any time, the manual of the same name in the form appearing at<br />

Schedule 8 to the Master Trust Deed amended from time to time in accordance with the provisions of<br />

the Master Trust Deed and the Security and Intercreditor Deed (including for the avoidance of doubt (x)<br />

by the Rating Agencies in respect of any Advance Rates contained or to be contained therein on the<br />

date of further issuance of any Rated Notes and (y) at the direction of the Trustee to modify references<br />

to the applicable Specified Notes.<br />

"Material Agreements" means (a) the Agency Agreement, (b) the Collateral Management Agreement,<br />

(c) each Note Placement Agency Agreement, (d) any Collateral Acquisition Agreements (e) the Master<br />

Trust Deed, (f) each Trust Instrument and (g) the Collateral Administration Agreement in each case in<br />

the form initially entered into by the parties thereto.<br />

"Maturity Date" means, as the context may require, the Class E Subordinated Note Maturity Date<br />

and/or, with respect to any Notes which are not Class E Subordinated Notes, the Specified Maturity<br />

Date.<br />

"Maximum Funding Exposure" means, as of any date of determination, the sum of the Credit Default<br />

Protection Contract Exposure, the Permitted Short-Sale Exposure and the Short-Sale TRS Contract<br />

Exposure.<br />

"Member State" means any member state of the European Union.<br />

"Minimum Denomination" means, unless otherwise specified in Condition 20 (Specific Conditions):<br />

(a) in the case of the Regulation S Notes which are Rated Notes, €500,000;<br />

(b)<br />

in the case of the Regulation S Notes which are Class E Subordinated Notes, €100,000; and<br />

(c) in the case of all Rule 144A Notes, €250,000.<br />

"Modified Following Business Day Convention" means the convention for adjusting any relevant date<br />

if it would otherwise fall on a day that is not a Business Day, which provides that the relevant date shall<br />

be the following day that is a Business Day unless that day falls in the next calendar month, in which<br />

case that date will be the first preceding day that is a Business Day.<br />

"Moody's" means Moody's Investors Service Inc. and any successor to its rating business.<br />

"New Holders" has the meaning given thereto in Condition 17(a)(ix) (Further Issues).<br />

"Non-Call Period" means, with respect to any Class E Subordinated Notes unless otherwise specified<br />

in Condition 20 (Specific Conditions) with respect to such Notes, the period from and including the<br />

Closing Date therefor, up to, but excluding, the Payment Date falling in 15 June 2007.<br />

"Non-Permitted Holder" has the meaning given thereto in Condition 2(h) (Forced Transfer of<br />

Rule 144A Notes).<br />

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