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VALLAURIS II CLO PLC - Irish Stock Exchange

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(BB) termination of the Interest Rate Hedge Agreement under which such<br />

Interest Rate Hedge Termination Receipts are payable occurs on a<br />

Redemption Date; or<br />

(CC) to the extent that such Interest Rate Hedge Termination Receipts<br />

are not required for application towards costs of entry into a<br />

Replacement Interest Rate Hedge Agreement,<br />

in payment of such amounts (save for accrued interest thereon) to the<br />

Principal Account.<br />

(C)<br />

(D)<br />

Expense Reserve Account<br />

The Issuer will procure that the following amounts are paid into the Expense Reserve<br />

Account:<br />

(1) on the Closing Date, A75,000 and an amount in Euro equal to 0.04 per cent. of<br />

the Target Par Amount; and<br />

(2) on each Payment Date (other than the date on which the Subordinated Notes<br />

are to be redeemed in full following such Payment Date) the amount of Interest<br />

Proceeds required pursuant to paragraph (D) of Condition 3(c)(i) (Application of<br />

Interest Proceeds) and, to the extent that such amounts are not paid out of<br />

Interest Proceeds, the amount of Principal Proceeds required pursuant to<br />

paragraph (A) of Condition 3(c)(ii) (Application of Principal Proceeds).<br />

The Issuer shall procure payment of the following amounts (and shall ensure<br />

that payment of no other amount is made) out of the Expense Reserve<br />

Account:<br />

(a) on the first Business Day prior to each Payment Date the Balance<br />

standing to the credit of the Expense Reserve Account to the Payment<br />

Account for disbursement in accordance with Condition 3(c)(i) (Application<br />

of Interest Proceeds);<br />

(b) at any time, in payment by the Collateral Administrator on behalf of the<br />

Issuer of any Trustee Fees and Expenses and Administrative Expenses<br />

which have accrued and become payable prior to any Payment Date, to<br />

the extent applicable, upon receipt of invoices therefor from the relevant<br />

creditor; and<br />

(c) all interest accrued on the Expense Reserve Account to the Interest<br />

Account.<br />

Additional Collateral Account<br />

The Issuer shall procure that the proceeds of the issue of the Notes remaining after<br />

payment of the aggregate purchase price of the Collateral Debt Obligations purchased<br />

by or on behalf of the Issuer on or about the Closing Date, the payment of costs of<br />

entry into any Interest Rate Hedge Transaction and/or Currency Swap Transaction<br />

entered into on or about the Closing Date, the payment of amounts required to be<br />

paid into the Expense Reserve Account and the Interest Account on the Closing Date<br />

and the other fees and expenses of the Issuer payable on the Closing Date are paid<br />

into the Additional Collateral Account on the Closing Date.<br />

The Issuer shall procure payment of the following amounts (and shall ensure that<br />

payment of no other payment is made) out of the Additional Collateral Account:<br />

(a) during the Investment Period in accordance with the terms of, and to the extent<br />

permitted under, the Collateral Management Agreement, amounts required in<br />

the acquisition of Additional Collateral Debt Obligations;<br />

(b) on the Business Day prior to each Payment Date, to the Payment Account as<br />

Principal Proceeds for application in accordance with the Priorities of Payment<br />

set out in Condition 3(c)(ii) (Application of Principal Proceeds) to the extent<br />

required in order to procure that the Senior Coverage Tests and the Mezzanine<br />

100

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