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VALLAURIS II CLO PLC - Irish Stock Exchange

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the avoidance of doubt, any scheduled or unscheduled termination or<br />

redemption payments save to the extent that such amounts are attributable to<br />

accrued interest or periodic payments which are in the nature of interest<br />

payments;<br />

(3) all interest accrued in respect of the Balance standing to the credit of each of<br />

the Accounts from time to time;<br />

(4) all amendment and waiver fees, all late payment fees and all other fees and<br />

commission received in connection with any Collateral Debt Obligations (other<br />

than fees and commissions received in connection with (i) the purchase or sale<br />

of any Collateral Debt Obligations, (ii) any Defaulted Obligation, or (iii) the<br />

work out or restructuring of any Collateral Debt Obligation, in each case,<br />

which shall, subject (in the case of (i) only) to the Collateral Manager<br />

determining that such be paid into the Interest Account and constitute Interest<br />

Proceeds in accordance with the terms of the Collateral Management<br />

Agreement, be payable into the Principal Account and shall constitute Principal<br />

Proceeds) and, where any such amount is received in respect of any Non-Euro<br />

Obligation, converted into Euro by the Collateral Manager, acting on behalf of<br />

the Issuer, pursuant to the Collateral Management Agreement;<br />

(5) any or all accruals on the cash pay coupon covenant forming part of any Sale<br />

Proceeds of any Collateral Debt Obligation (save for any Non-Euro Obligation<br />

and excluding for the avoidance of doubt any par accretion amounts) allocable<br />

as Interest Proceeds pursuant to the Collateral Management Agreement;<br />

(6) all amounts transferred to the Interest Account from the Additional Collateral<br />

Account, at the discretion of the Collateral Manager, pursuant to paragraph (e)<br />

of Condition 3(i)(D) (Additional Collateral Account) upon confirmation by the<br />

Rating Agencies of the ratings assigned to the Class I Senior Notes, Class <strong>II</strong><br />

Senior Notes, the Class <strong>II</strong>I Mezzanine Notes and the Class IV Mezzanine Notes<br />

after the Final Effective Date;<br />

(7) all accrued interest included in the amount of any Sale Proceeds received in<br />

respect of Collateral Debt Obligations to be allocated by the Collateral Manager<br />

as Interest Proceeds pursuant to the Collateral Management Agreement<br />

(provided always that such Sale Proceeds may not be allocated as Interest<br />

Proceeds and shall be allocated to the Principal Account if (i) they constituted<br />

part of the principal amount of a Collateral Debt Obligation at the time it was<br />

bought including any Purchased Accrued Interest and any accrued interest or<br />

other sum that has, under the terms of such Collateral Debt Obligation, been<br />

capitalised as principal thereafter; and (ii) (a) the Class IV Par Value Ratio is<br />

less than such ratio as at the Closing Date; or (b) the aggregate of such Sale<br />

Proceeds is equal to or less than 100% of the purchase price for such Collateral<br />

Debt Obligations);<br />

(8) all amounts payable thereto out of the Collateral Enhancement Account<br />

pursuant to paragraph (1) of Condition 3(i)(E) (Collateral Enhancement<br />

Account);<br />

(9) any fees and commissions (such as syndication fees) received no earlier than the<br />

date falling one year after the Closing Date, in connection with the purchase or<br />

sale of any Collateral Debt Obligation which the Collateral Manager determines<br />

shall be paid into the Interest Account and treated as Interest Proceeds<br />

(provided that the Class IV Par Value Ratio is equal to or above such ratio as<br />

at the Closing Date); and where any such amount is received in respect of any<br />

Non-Euro Obligation, such amount converted into Euro by the Collateral<br />

Manager, acting on behalf of the Issuer, pursuant to the Collateral Management<br />

Agreement;<br />

98

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