ROCKALL CLO B.V. - Irish Stock Exchange

"Non-Petition Covenant" means a written covenant by a Person to the effect that, prior to the date that
is 2 years and 1 day after the payment in full of all Issuer Indebtedness (or, if longer, the preference
period then in effect under applicable law), it will not commence or otherwise institute against the Issuer
or any of its subsidiaries any bankruptcy, examination, reorganization, arrangement, insolvency or
liquidation proceeding or other similar proceedings.
"Note Commitment" means a commitment by any Holders of Issuer Indebtedness to purchase or
subscribe for or pay any amounts in respect of any Notes or VF Notes, or additional interests therein.
"Noteholders" means the Holders of any Notes from time to time.
"Note Placement Agency Agreement" means with respect to the issue of any Notes, the note
placement agency agreement between the Issuer and the Placement Agent applicable thereto.
"Notes" means any Class A Notes, Class B Notes, Class C Notes, Class D Notes and/or Class E
Subordinated Notes (whether or not the same constitute Specified Notes for the purposes of these
Conditions), as the context may require and each a “Note” thereof.
"Note Tax Event" means, at any time, the introduction of a new, or any change in, home jurisdiction or
foreign tax statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or interpretation
(whether proposed, temporary or final) which results in (or would on the next Payment Date result in)
any payment on the VF Notes or the Notes of any Class becoming properly subject to any withholding
tax or deduction on account of tax.
"Offer to Purchase" means a written offer by the Issuer to purchase all or a portion of any Class of
Notes at or below par on the terms and conditions set forth in the applicable Trust Instrument.
"Optional Redemption" means redemption by the Issuer of any Class E Subordinated Notes pursuant
to Condition 7 (Redemption).
"Optional Redemption Date" has the meaning given thereto in Condition 7(b)(i) (Optional
Redemption-Optional Redemption Requirements).
"Ordinary Resolution" means an ordinary resolution as described in Condition 14 (Meetings of
Noteholders, Modification, Waiver and Substitution) and as further described in, and as defined in, the
Trust Deed.
"Outstanding" means in relation to the Notes of a Class as of any date of determination, all of the Notes
of such Class issued and not previously redeemed as further defined in the Master Trust Deed and, in
relation to the VF Notes, the extent of the same outstanding under the Transaction Documents.
"Outstanding Issuer Swap Termination Payments" means, at any time, any amounts payable by the
Issuer to a Secured Hedging Counterparty upon termination or modification of a Secured Hedging
Transaction, pursuant to, and in accordance with, the terms thereof which are, at such time,
outstanding.
"Over-Collateralisation Failure" means the existence of a Collateralisation Shortfall Date which has
not at any time been remedied provided that the same does not qualify as an Under-Collateralisation
Event.
"Over-Collateralisation Test Report" means the report substantially in the form set out in the Collateral
Management Agreement certified by the Issuer (or the Collateral Manager on its behalf).
"Paying Agent Account" means the account of the Issuer (if any) maintained with the Principal Paying
Agent pursuant to the Agency Agreement.
"Payment Date" means, unless otherwise specified in Condition 20 (Specific Conditions) applicable to
any Notes, 15 September, 15 December, 15 March and 15 June in each year, commencing 15
September 2006, until and including the Class E Subordinated Note Maturity Date and, to the extent not
a Business Day, adjusted in accordance with the Modified Following Business Day Convention.
"Payment Default" means, with respect to any Issuer Indebtedness, an Event of Default under the
Transaction Documents resulting from the failure of the Issuer to pay any principal, interest or premium
on, or commitment fees or breakage costs in connection with such Issuer Indebtedness (whether due by
acceleration, mandatory prepayment or otherwise).
"Permitted Redemption Amount" has the meaning given thereto in Condition 7(b)(iv) (Class E
Subordinated Note Optional Redemption Limitation Procedure).
"Permitted Security Interest" has the meaning given thereto in Condition 5(a)(ii) (Limitations on
Security Interests).
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