VALLAURIS II CLO PLC - Irish Stock Exchange

(10) all amounts payable to the Issuer by the Interest Rate Hedge Counterparty
under any Interest Rate Hedge Agreement or Interest Rate Hedge Transaction,
including any Interest Rate Hedge Termination Receipts, any Interest Rate
Hedge Replacement Receipts and any Scheduled Interest Rate Hedge
Counterparty Payments; and
(11) all amounts reimbursed in respect of taxes withheld at source or otherwise
deductible to the extent that such withholding or other deduction related to
interest payments or payments in the nature of interest.
The Issuer shall procure payment of the following amounts out of the Interest
Account and shall ensure that payment of no other amounts is made out of the
Interest Account:
(a) whilst any Rated Notes are Outstanding, if on the Determination Date
prior to that Payment Date the aggregate Principal Balance of Collateral
Debt Obligations that provide for Annual Interest Payments exceeds 5 per
cent. of the CDO Principal Balance, each Retained Portion relating to
such Due Period to the Retained Portion Account if required by and in
accordance with the definition of Retained Portion;
(b) on the Business Day prior to each Payment Date, the Balance standing to
the credit of the Interest Account to the Payment Account to the extent
required for disbursement pursuant to Condition 3(c)(i) (Application of
Interest Proceeds) (save for amounts deposited after the end of the related
Due Period and any amounts representing Interest Rate Hedge
Termination Receipts and Interest Rate Hedge Replacement Receipts
standing to the credit of the Interest Account and pending application
pursuant to paragraphs (c), (d), (e) and (f) below);
(c) at any time, to the extent of any Interest Rate Hedge Termination
Receipts paid into the Interest Account, in payment of amounts payable
by the Issuer upon entry into of a Replacement Interest Rate Hedge
Agreement in accordance with the Collateral Management Agreement;
(d) at any time, to the extent of any Interest Rate Hedge Replacement
Receipts paid into the Interest Account, in payment of any Interest Rate
Hedge Termination Payments payable by the Issuer and, thereafter, on the
next following Payment Date under the Interest Rate Hedge Agreement
being replaced the amount of any remaining Interest Rate Hedge
Replacement Receipts paid into the Interest Account shall be paid into the
Principal Account;
(e) at any time, in payment by the Issuer:
(AA) to any Interest Rate Hedge Counterparty in connection with the
entry into of a Replacement Interest Rate Hedge Agreement to the
extent such amounts exceed any Interest Rate Hedge Termination
Receipts payable by the Interest Rate Hedge Counterparty to the
Issuer under the Interest Rate Hedge Agreement replaced; or
(BB) in payment of any costs associated with the entry into of additional
Interest Rate Hedge Agreements following the Closing Date by the
Issuer in accordance with the Collateral Management Agreement;
and
(f) in the case of any Interest Rate Hedge Termination Receipts paid into the
Interest Account, in the event that:
(AA) the Issuer, or the Collateral Manager acting on behalf of the Issuer,
determines not to replace the Interest Rate Hedge Agreement and
Rating Agency Confirmation is received in respect of such
determination; or
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