VALLAURIS II CLO PLC - Irish Stock Exchange

(11) in the case of any Collateral Debt Obligation under which the primary obligor is
incorporated in the United States, its acquisition by the Issuer would not cause the Issuer
to be deemed to have participated in a primary loan origination;
(12) it is not, at the time it is purchased by the Issuer, actually known to the Issuer or the
Collateral Manager (after making reasonable enquiry) that payments under it will, if made
to the Issuer, be subject to any withholding tax in any jurisdiction unless either such
withholding tax can be sheltered by application being made under the applicable double
tax treaty or the obligor thereunder is required to make ‘‘gross-up’’ payments in respect of
the full amount of any such tax withheld;
(13) upon acquisition, both (i) the Collateral Debt Obligation is capable of being, and will be,
the subject of a first fixed charge or first priority interest in favour of the Trustee for the
benefit of the Secured Parties pursuant to the Trust Deed (or any deed or document
supplemental thereto) and (ii) subject to (i) above, the Issuer (or the Collateral Manager
on behalf of the Issuer) has notified the Trustee in the event that any Collateral Debt
Obligation is a security not held through Euroclear, that the Issuer has taken such action
as the Trustee may require to effect such security interest and has obtained the consent of
the Trustee to hold such security otherwise than through Euroclear;
(14) a Moody’s Rating and/or a Moody’s Rating Factor and an S&P Rating can be determined
for such Collateral Debt Obligation based on the methodology set forth in the definitions
of ‘‘Moody’s Rating’’ and ‘‘S&P Rating’’ and (i) the Moody’s Rating Factor for such
Collateral Debt Obligation is not greater than 3490 and/or the Moody’s Rating for such
Collateral Debt Obligation is at least ‘‘B3’’ and (ii) the S&P Rating for such Collateral
Debt Obligation is at least ‘‘B-’’;
(15) in the case of a Senior Secured Loan, a Second Lien Loan or a Mezzanine Obligation, it
is not purchased at a price higher than (i) 102 per cent. of its par amount (such par
amount including, for the avoidance of doubt, in the case of a Mezzanine Obligation, any
accretion of the principal amount outstanding thereof) if the Coverage Tests are met or (ii)
100.5 per cent. of its par amount (such par amount including, for the avoidance of doubt,
in the case of a Mezzanine Obligation, any accretion of the principal amount outstanding
thereof) if the Coverage Tests are not met;
(16) in the case of a Collateral Debt Obligation with a purchase price which is less than 90 per
cent. of its outstanding principal amount at the time of purchase by or on behalf of the
Issuer, (i) the purchase price of such Collateral Debt Obligation is not less than 70 per
cent. of its outstanding principal amount, (ii) the purchase funds to be applied to acquire
such Collateral Debt Obligation represent the Sale Proceeds from a Collateral Debt
Obligation sold at a price which is less than 90 per cent. of the outstanding principal
amount thereof, and (iii) the difference between the price (expressed as a percentage of the
outstanding principal amount) of the sold Collateral Debt Obligation and the price
(expressed as a percentage of the outstanding principal amount) of the Collateral Debt
Obligation to be acquired, if a positive number, does not exceed 10 per cent.;
(17) it is not an interest only obligation;
(18) it is not an obligation (except for a Mezzanine Obligation) that by its terms permits the
Obligor thereunder to defer interest for credit-related reasons that would otherwise be paid
on a current basis;
(19) it is not a zero coupon obligation;
(20) it is not a Current Pay Obligation;
(21) it is an obligation that pays interest no less frequently than annually (unless it is a
Deferring Mezzanine Obligation in respect of the portion thereof for which interest may be
deferred thereunder);
(22) it is not an obligation in respect of which interest payments are scheduled to decrease
(although interest payments may decrease due to (i) unscheduled events such as a decrease
of an index relating to a floating rate of interest, the change from a default rate of interest
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