VALLAURIS II CLO PLC - Irish Stock Exchange

on behalf of, the Issuer of Synthetic Collateral in respect of Synthetic Securities so purchased or
acquired.
2. Investment Period
It is anticipated that the Issuer will have purchased, or entered into agreements to purchase,
Collateral Debt Obligations with an aggregate principal amount of approximately A200,000,000 on or
about the Closing Date. The Collateral Managers will use their respective reasonable endeavours to
purchase Additional Collateral Debt Obligations out of the Balance standing to the credit of the
Additional Collateral Account after the Closing Date in order to procure that:
(a) the Interim Targets (determined by reference to Collateral Debt Obligations both
purchased and committed to be purchased) are satisfied with effect from the Initial
Effective Date;
(b)
(c)
(d)
the aggregate principal amount of Collateral Debt Obligations purchased or committed to
be purchased is equal to at least A250,000,000 as at the Initial Effective Date and equal to
or greater than the Target Par Amount as at the Final Effective Date;
the Collateral Quality Tests and the Coverage Tests (determined by reference to Collateral
Debt Obligations both purchased and committed to be purchased) are satisfied with effect
from the Final Effective Date and at all times thereafter; and
the Portfolio Profile Tests (determined by reference to Collateral Debt Obligations both
purchased and committed to be purchased) are satisfied with effect from the Final Effective
Date and at all times thereafter, to the extent required to do so under the Reinvestment
Criteria.
The Additional Collateral Debt Obligations purchased by, or on behalf of, the Issuer during the
Investment Period will, at the time a binding commitment for their acquisition is entered into, be
required to satisfy the Eligibility Criteria and each Additional Collateral Debt Obligation shall also be
selected by the Collateral Managers in a manner consistent with the terms of the Collateral
Management Agreement as described in this Prospectus.
3. Initial Effective Date
The Business Day after the six month period from the Closing Date shall be the ‘‘Initial
Effective Date’’, unless the Collateral Manager, acting on behalf of the Issuer, is able to purchase
Collateral Debt Obligations the aggregate principal amount of which is equal to or greater than
A250,000,000 prior to the expiration of such period, in which case, the Collateral Manager, acting on
behalf of the Issuer, shall declare the Initial Effective Date as set forth in the Collateral Management
Agreement. Within 20 days of the Initial Effective Date the independent accountants appointed by
the Issuer in accordance with the Collateral Management Agreement shall issue a report (an
‘‘Independent Accountants’ Report’’) confirming details of the aggregate principal amount of the
Collateral Debt Obligations purchased or committed to be purchased as at such date and the
computations demonstrating compliance with the Interim Targets by reference to such Collateral Debt
Obligations, (or absent such compliance with the Interim Targets the report shall be submitted
together with a plan prepared by the Collateral Manager acting on behalf of the Issuer that is, in the
Manager’s commercially reasonable judgment, sufficient to attain compliance on the Final Effective
Date with each of the Collateral Quality Tests, the Coverage Tests and the Portfolio Profile Test)
copies of which shall be forwarded to the Issuer, the Trustee, the Collateral Manager, the Collateral
Administrator and the Rating Agencies. The Collateral Manager, acting on behalf of the Issuer, shall
request that the Rating Agencies confirm the Initial Ratings assigned to each Class of Rated Notes
within 30 days after the Initial Effective Date. In the event that the Rating Agencies confirm the
ratings assigned to any of the Class I Senior Notes, the Class II Senior Notes, the Class III
Mezzanine Notes and/or the Class IV Mezzanine Notes as at the Closing Date are reduced or
withdrawn, the Collateral Manager, acting on behalf of Issuer, may continue to purchase Additional
Collateral Debt Obligations out of the Balance standing to the credit of the Additional Collateral
Account up to the Business Day prior to the Payment Date falling immediately after the Initial
Effective Date on which date, in the event that such ratings have not been reinstated, all amounts
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