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VALLAURIS II CLO PLC - Irish Stock Exchange

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(H)<br />

Currency Accounts<br />

The Issuer will procure that all amounts received in respect of (1) any Non-Euro<br />

Obligations and (2) Currency Swap Transactions (other than in Euro) are paid into<br />

the appropriate Currency Account in the currency of receipt thereof.<br />

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

payment of no other amount is made) out of the appropriate Currency Account:<br />

(a) at any time, all amounts payable by the Issuer to the Currency Swap<br />

Counterparty under any Currency Swap Transaction;<br />

(b) at any time, any amount payable by the Issuer upon entry into a Replacement<br />

Currency Swap Agreement in accordance with the Collateral Management<br />

Agreement up to an amount equal to the Currency Swap Termination Receipts<br />

received by the Issuer upon termination of the Currency Swap Agreement which<br />

is being replaced, except for:<br />

(AA) in the event that the Issuer, following consultation with the Collateral<br />

Manager (acting on behalf of the Issuer), determines not to replace a<br />

Currency Swap Agreement or certain transactions thereunder and Rating<br />

Agency Confirmation is received in respect of such determination; or<br />

(BB) if a Currency Swap Agreement is terminated on a Redemption Date<br />

pursuant to Conditions 7(a) (Final Redemption), 7(b) (Optional<br />

Redemption), 7(g) (Redemption upon Failure to Appoint a Replacement<br />

Collateral Manager) or 10 (Events of Default) and Currency Swap<br />

Termination Receipts are payable on a Redemption Date; or<br />

(CC) to the extent that such Currency Swap Termination Receipts are not<br />

required for application towards costs of entry into a Replacement<br />

Currency Swap Agreement,<br />

the Balance in the case of paragraphs (AA) to (CC) (inclusive) above standing<br />

to the credit of the appropriate Currency Account that comprises Currency<br />

Swap Termination Receipts in relation to the Currency Swap Agreement being<br />

terminated and replaced shall be converted into Euro by the Collateral<br />

Manager, acting on behalf of the Issuer, and transferred to the Principal<br />

Account in accordance with paragraph (12) of Condition 3(i)(A) (Principal<br />

Account);<br />

(c) on the Business Day prior to any Redemption Date in the event of redemption<br />

of the Notes in whole, all amounts standing to the credit of any Currency<br />

Account received by the Issuer under any Non-Euro Obligation other than any<br />

periodic payments or other payments in the nature of interest, to the extent not<br />

subject to the terms of a Currency Swap Agreement, shall be converted into<br />

Euro by the Collateral Manager, acting on behalf of the Issuer, and transferred<br />

to the Principal Account for disbursement as Principal Proceeds in accordance<br />

with Condition 3(c)(ii) (Application of Principal Proceeds); and<br />

(d) all other amounts on account of interest received in respect of Non-Euro<br />

Obligations (including accrued interest included in the amount of any Sale<br />

Proceeds received in respect of a Non-Euro Obligation) and interest accrued on<br />

the Currency Accounts to the extent not subject to the terms of a Currency<br />

Swap Agreement, which are converted into Euros by the Collateral Manager,<br />

acting on behalf of the Issuer, in accordance with the Collateral Management<br />

Agreement, to the Interest Account.<br />

Pursuant to the Collateral Management Agreement, the Collateral Manager<br />

may, acting on behalf of the Issuer, enter into foreign exchange transactions to<br />

convert any non-Euro amounts which are payable into the Principal Account or<br />

Interest Account into Euro on the date of receipt thereof.<br />

103

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