VALLAURIS II CLO PLC - Irish Stock Exchange

the Interest Account and/or to the Principal Account, for reinvestment in Substitute Collateral Debt
Obligations, as applicable.
5. Eligibility Criteria
Each Collateral Debt Obligation shall, at the date a binding commitment to acquire such
obligation by, or on behalf of, the Issuer is entered into, be required to satisfy each of the Eligibility
Criteria set out below (collectively, the ‘‘Eligibility Criteria’’):
(1) it is a Senior Secured Loan, a Second Lien Loan, a Mezzanine Obligation, or a Structured
Finance Security that has been issued in connection with the securitisation of operating
cash flows of a corporate obligor (and in the case of the latter, rated at least ‘‘BBB-’’ by
S&P and ‘‘Baa3’’ by Moody’s and in respect of which a Rating Agency Confirmation
(from S&P only) has been obtained);
(2) it is either (i) denominated in Euro and is not convertible into or payable in any other
currency or (ii) is denominated in United States dollars, Canadian dollars, Australian
dollars, pounds sterling or any lawful currency (other than the Euro) of a Qualifying
Country and is not convertible into or payable in any other currency and the Issuer, with
effect from the date of acquisition thereof, enters into a Currency Swap Transaction with a
notional amount in the relevant currency equal to the aggregate principal amount of such
obligation and otherwise complies with the requirements set out in respect of Non-Euro
Obligations in the Collateral Management Agreement;
(3) it is an obligation to which a Moody’s Recovery Rate may be assigned pursuant to the
‘‘Moody’s Minimum Weighted Average Recovery Rate Test’’ as described below (or any
successor test which may replace it, subject to Rating Agency Confirmation);
(4) it is not a lease;
(5) it is not Margin Stock as defined under Regulation U issued by the Board of Governors
of the Federal Reserve System;
(6) it is not, at the time it is purchased, actually known to the Collateral Manager (after
making reasonable enquiry) to be a Defaulted Obligation or a Credit Risk Obligation;
(7) it has a Stated Maturity (providing for fixed payment of principal at or before its
maturity) which falls prior to the Maturity Date of each Class of Notes;
(8) it is capable of being sold, assigned or participated to the Issuer without any breach of
applicable selling restrictions or of any contractual provision;
(9) it will not result in the imposition of any present or future, actual or contingent, monetary
liabilities or obligations of the Issuer other than those (i) which may arise at its option; or
(ii) which are fully collateralised by the Issuer; (iii) which may arise as a result of an
undertaking to participate in a financial restructuring of a Senior Secured Loan, Second
Lien Loan or Mezzanine Obligation where such undertaking is contingent upon the
redemption in full of such Senior Secured Loan, Second Lien Loan or Mezzanine
Obligation on or before the time by which the Issuer is obliged to enter into the
restructured Senior Secured Loan, Second Lien Loan or Mezzanine Obligation and where
the restructured Senior Secured Loan, Second Lien Loan or Mezzanine Obligation satisfies
the Eligibility Criteria; (iv) in respect of Synthetic Securities and Participations only, which
are subject to limited recourse provisions (for an amount not greater than par) similar to
those set out in the Trust Deed; or (iv) which are owed to the agent bank in relation to
the performance of its duties under a syndication obligation;
(10) it is not, at the time of purchase, the subject of an offer of exchange, conversion, or tender
by its obligor, or by any other person, for cash, securities or any other type of
consideration (an ‘‘Offer’’) (other than for an obligation which is an eligible Collateral
Debt Obligation meeting the Reinvestment Criteria described below), or to an optional
redemption in whole by its obligor, and at the time of purchase is not convertible into
equity at the option of the obligor;
166