VALLAURIS II CLO PLC - Irish Stock Exchange

(i)
Accounts: The Issuer shall, prior to the Closing Date, establish the following accounts with
the Account Bank:
(A) the Collection Account, which shall be sub-divided in the ledgers of the Account
Bank into the Principal Account and the Interest Account;
(B) the Expense Reserve Account;
(C) the Additional Collateral Account;
(D) the Collateral Enhancement Account;
(E) the Payment Account;
(F) the Currency Accounts;
(G) the Retained Portion Account; and
(H) the Counterparty Downgrade Collateral Account.
The Synthetic Collateral Account, the Custody Account, the OAT Custody Account and
the Natexis Zero Coupon Notes Custody Account shall be established by the Issuer on the
Closing Date with the Custodian. The Account Bank shall at all times be a financial
institution which has the Required Ratings and has the necessary regulatory capacity and
licences to perform the services required of the Account Bank. In the event that the longterm
senior unsecured debt or short-term unsecured debt ratings of the Account Bank is
downgraded below the Required Ratings or such ratings are withdrawn, the Issuer shall
use reasonable endeavours to procure that a replacement Account Bank, which is
acceptable to the Trustee and which satisfies the Required Ratings, is appointed within 30
calendar days of such downgrade in accordance with the provisions of the Agency
Agreement and the Issuer shall notify the Rating Agencies of such actions as it takes in
regard to appointing such replacement Account Bank.
The Balances standing to the credit of the Accounts from time to time may be invested by
the Collateral Manager on behalf of the Issuer in Eligible Investments with, in each case,
Stated Maturities occurring no later than the second Business Day prior to the next
Payment Date and, for the avoidance of doubt, the Balance standing to the credit of any
Account shall include any such Eligible Investments from time to time.
(A) Principal Account
The Issuer will procure that the following amounts are paid into the Collection
Account and credited to the Principal Account promptly upon receipt thereof:
(1) all principal payments received during the related Due Period in respect of any
Collateral Debt Obligation (save for any Non-Euro Obligation) including,
without limitation, Scheduled Principal Proceeds, Unscheduled Principal
Proceeds and any par accretion amounts received in respect of Mezzanine
Obligations in accordance with the terms of such Mezzanine Obligations;
(2) all payments received by the Issuer under any Currency Swap Transactions,
including Currency Swap Termination Receipts denominated in Euro, other than
any periodic payments or other payments both in the nature of interest
thereunder;
(3) all principal payments received in respect of any Synthetic Collateral to the
extent no longer subject to the security interest of the applicable Synthetic
Counterparty;
(4) any premium receivable upon redemption of any Collateral Debt Obligation
(save for any Non-Euro Obligation) at maturity or otherwise or upon exercise
of any put or call option in respect thereof which is above the principal amount
outstanding of any such Collateral Debt Obligation;
(5) all fees and commissions (such as syndication fees) received in connection with
(i) the purchase or sale of any Collateral Debt Obligation, (ii) any Defaulted
Obligation, or (iii) the work out or restructuring of any Collateral Debt
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