VALLAURIS II CLO PLC - Irish Stock Exchange

Notes in accordance with Condition 16 (Notices) of receipt of all sums due in respect
of all the Notes of such Class up to that seventh day (except to the extent that there
is failure in the subsequent payment to the relevant holders under these Conditions).
(ii)
Subordinated Notes: Interest on the Subordinated Notes will be treated as accruing
from day to day and will be payable on each Payment Date subject to available
funds pursuant to the Priorities of Payment. Interest shall cease to be payable in
respect of each Subordinated Note upon the date that all of the Collateral has been
realised and no Interest Proceeds or Principal Proceeds remain available for
distribution in accordance with the Priorities of Payment and no Balance remains in
respect of the Collateral Enhancement Account. In the event that the aggregate of
income and gains earned by the Issuer during an accounting period exceeds the costs
and expenses accrued for that period, such excess shall accrue as additional interest
on the Subordinated Notes but (for the avoidance of doubt) shall only be payable on
any Payment Date following payment in full of all amounts payable pursuant to the
Priorities of Payment on such Payment Date.
(c)
Deferral of Interest:
For so long as any of the Senior Notes remains Outstanding, the Issuer shall, and shall
only be obliged to, pay any Interest Amount payable in respect of the Class III Mezzanine
Notes and/or the Class IV Mezzanine Notes in full on any Payment Date to the extent
that there are Interest Proceeds or Principal Proceeds available for payment thereof in
accordance with the Priorities of Payment. For so long as any of the Senior Notes, remain
Outstanding, an amount of interest equal to any shortfall in payment of the Interest
Amount due and payable in respect of the Class III Mezzanine Notes and/or the Class IV
Mezzanine Notes (as the case may be) on any Payment Date (each such amount being
referred to as ‘‘Deferred Interest’’) shall be deferred and shall, with effect from and
including such Payment Date, be added to the aggregate principal amount outstanding of
the Mezzanine Notes Outstanding and the principal amount outstanding of each such Note
shall be increased by the amount of its pro rata share of such Deferred Interest which shall
itself bear interest in accordance with these Conditions from such date.
If at any time the Class III Mezzanine Notes are the most senior Class of Notes that are
Outstanding at such time, no Deferred Interest shall be allowed and the non payment by
the Issuer of the Interest Amount due and owing thereon will result in an Event of
Default. However, for so long as any of the Class III Mezzanine Notes remains
Outstanding, the Issuer shall, and shall only be obliged to, pay any Interest Amount
payable in respect of the Class IV Mezzanine Notes in full on any Payment Date to the
extent that there are Interest Proceeds or Principal Proceeds available for payment thereof
in accordance with the Priorities of Payment. For so long as any of the Class III
Mezzanine Notes remain Outstanding, an amount of interest equal to any shortfall in
payment of the Interest Amount due and payable in respect of the Class IV Mezzanine
Notes on any Payment Date (each such amount being referred to as ‘‘Deferred Interest’’)
shall be deferred and shall, with effect from and including such Payment Date, be added
to the aggregate principal amount outstanding of the Class IV Mezzanine Notes
Outstanding and the principal amount outstanding of each such Note shall be increased by
the amount of its pro rata share of such Deferred Interest which shall itself bear interest in
accordance with these Conditions from such date.
(d)
Payment of Deferred Interest:
Deferred Interest in respect of any Class III Mezzanine Notes and/or Class IV Mezzanine
Notes (as the case may be) shall only become payable by the Issuer in accordance with
paragraphs (M) and (P) of Condition 3(c)(i) (Application of Interest Proceeds) and
paragraphs (F) and (I) of Condition 3(c)(ii) (Application of Principal Proceeds) to the
extent that Interest Proceeds or Principal Proceeds are available to make such payment in
accordance with the Priorities of Payment.
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