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ROCKALL CLO B.V. - Irish Stock Exchange

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"Relevant Margin" in respect of any Floating Rate Notes means the margin specified as such in<br />

Condition 20 (Specific Conditions) applicable thereto.<br />

"Relevant Outstanding Class" has the meaning given thereto in Condition 17 (Further Issues).<br />

"Replacement Rating Agency" has the meaning given thereto within the definition of "Rating Agency".<br />

"Report" means the Over-Collateralisation Test Report together with any other report furnished by the<br />

Issuer pursuant to the Collateral Management Agreement.<br />

"Repository" means the internet-based password-protected electronic repository of transaction<br />

documents relating to privately offered and sold collateralised debt obligation securities located at<br />

"http://www.cdolibrary.com". 1<br />

"Representative" means (i) the VFN Agent under a VF Instrument, (ii) the Trustee, and (iii) the Hedging<br />

Representative and (iv) the Persons identified as such in relation to Issuer Indebtedness issued after the<br />

Initial Closing Date.<br />

"Resolution" means any Ordinary Resolution or Extraordinary Resolution.<br />

"Restricted Payment Provisos" means in relation to the making of any payment to which these<br />

provisos are specified to apply that, immediately after making the same: (i) no Transaction Default or<br />

Transaction Event of Default shall have occurred and be continuing, (ii) no Over-Collateralisation Failure<br />

shall have occurred and be continuing and (iii) no circumstances have arisen which would call into<br />

question the accuracy, as at the date that the same was given, in any material respect of any<br />

representation or warranty of the Issuer in the Security Documents and the Transaction Documents.<br />

"Restriction Notice" means any of an Acceleration Notice and/or Liquidation Direction.<br />

"Rule 144A" means Rule 144A under the Securities Act.<br />

"Rule 144A Notes" means the VF Notes in definitive form or Notes represented by a Rule 144A Global<br />

Note, Definitive Notes issued pursuant thereto or Definitive Notes which, on issue, are sold in reliance<br />

on Rule 144A.<br />

"Rule 144A Global Note" means a Global Note representing VF Notes or Notes which are (or, at any<br />

time, may be) sold in reliance on Rule 144A.<br />

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and<br />

any successor to its rating business.<br />

"Secured Creditors" means the Placement Agent, the Noteholders, the Collateral Manager, the<br />

Collateral Administrator, the Trustee, any receiver appointed by the Trustee pursuant to the terms of any<br />

security document, the Security Trustee, any Secured Hedging Counterparty, any VF Noteholder and<br />

the Agents.<br />

"Secured Hedging Agreement" means any agreement evidencing or documenting a Secured Hedging<br />

Transaction.<br />

"Secured Hedging Counterparty" means a counterparty to a Secured Hedging Transaction which<br />

satisfies the relevant Rating Requirement for the same and has the Dutch regulatory capacity to enter<br />

into derivatives transactions with residents of The Netherlands.<br />

"Secured Obligations" means all present and future obligations and liabilities (whether in respect of<br />

principal, interest or otherwise, whether actual or contingent, whether owed jointly or severally and<br />

whether owed as principal or surety or in any other capacity) of the Issuer to the Secured Creditors (or<br />

any of them) under or in relation to any one or more of the Transaction Documents.<br />

"Securities Act" means the U.S. Securities Act of 1933, as amended.<br />

"Security Documents" means the Security and Intercreditor Deed, Pledge Agreement and any other<br />

document which purportedly creates security in favour of the Security Trustee from time to time<br />

executed by the Issuer including, without limitation, the security created pursuant to Condition 4(a)<br />

(Security).<br />

"Security Interest" means (a) a mortgage, charge, pledge, lien or other encumbrance or security<br />

interest securing any obligation of any person, (b) any arrangement under which money or claims to, or<br />

the benefit of, a bank or other account may be applied, set-off or made subject to a combination of<br />

1<br />

This website does not form part of this Offering Circular.<br />

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