VALLAURIS II CLO PLC - Irish Stock Exchange

(i) if each Coverage Test is not satisfied, the related Coverage Ratio will be maintained
or increased after giving effect to such reinvestment;
(ii) if the Maximum Weighted Average Life Test is not satisfied, then the Portfolio
Weighted Average Life will be the same or less, after giving effect to such
reinvestment;
(iii) if the Maximum Portfolio Rating Test is not satisfied, then the Average Portfolio
Rating will be maintained or improved after giving effect to such reinvestment;
(iv) if the Moody’s Minimum Weighted Average Recovery Rate Test is not satisfied, then
the Moody’s Recovery Rate will be maintained or improved after giving effect to
such reinvestment or acquisition;
(v) if the S&P Minimum Weighted Average Recovery Rate Test is not satisfied, then the
S&P Minimum Weighted Average Recovery Rate will be maintained or improved
after giving effect to such reinvestment;
(vi) if, during the Reinvestment Period, the S&P CDO Monitor Test was not satisfied
immediately prior to such reinvestment, then such test result must be maintained or
improved (and in the case of reinvestment of Sale Proceeds from Credit Improved
Obligations, such test must be satisfied) after giving effect to such reinvestment;
(vii) if, following reinvestment of Sale Proceeds of a Credit Improved Obligation, the
Portfolio Profile Test is satisfied; and
(viii) if the Minimum Diversity Test is not satisfied, immediately prior to receipt of such
Principal Proceeds, then the Diversity Score as calculated immediately prior to receipt
of such Principal Proceeds will be maintained or improved after giving effect to such
reinvestment;
(c) all Sale Proceeds of Credit Risk Obligations, Defaulted Obligations and Defaulted Equity
Security (as the case may be) shall be reinvested in Substitute Collateral Debt Obligations
with an aggregate Principal Balance equal to or greater than such Sale Proceeds (provided
that Sale Proceeds of a Defaulted Obligation may not be reinvested in Substitute Collateral
Debt Obligations after the Reinvestment Period);
(d) the aggregate Principal Balance of all Collateral Debt Obligations acquired with the Sale
Proceeds, repayments or prepayments from any Collateral Debt Obligations (other than a
Credit Risk Obligation, Defaulted Obligation or Defaulted Equity Security) is equal to or
greater than the aggregate Principal Balance of those Collateral Debt Obligations sold,
repaid or prepaid, as the case may be;
(e) the Collateral Debt Obligation to be purchased satisfies the Eligibility Criteria;
(f) 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;
(g) the purchase price of the relevant Substitute Collateral Debt Obligation to be acquired
with the Sale Proceeds of any Collateral Debt Obligation, is equal to or less than such
Sale Proceeds reduced by any related hedging termination payment; and
(h) the Sale Proceeds of a Collateral Debt Obligation will be equal to or greater than the
purchase price of the Substitute Collateral Debt Obligation together with any related
upfront hedging payment;
provided that, after the end of the Reinvestment Period, the following additional criteria must also be
satisfied:
(a) the Class IV Par Value Test is equal to or greater than 107.4 per cent.
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