VALLAURIS II CLO PLC - Irish Stock Exchange

(d)
(e)
notional equivalent of the Non-Euro Notional Amount (as may be increased or decreased
from time to time in accordance with the terms of the relevant Currency Swap
Agreements);
in the case of a sale in whole of a Non-Euro Obligation (other than in the circumstances
described in paragraph (e) below), two Business Days following such sale, the Currency
Swap Transaction or corresponding part shall be terminated and the Issuer shall pay to
the Currency Swap Counterparty the Sale Proceeds arising from such sale up to an
amount not exceeding the Non-Euro Notional Amount (as may have been reduced in
accordance with any amortisation or increased in an amount corresponding to the amount
by which the aggregate outstanding principal amount of the relevant Non-Euro Obligation
may be increased in accordance with the terms and conditions of such Non-Euro
Obligation) of the related Currency Swap Transaction and the Currency Swap
Counterparty shall pay to the Issuer a Euro amount equal to the Non-Euro Sale Proceeds
so paid to the Currency Swap Counterparty converted into Euro at the Currency Swap
Transaction Exchange Rate minus any termination payment payable to the Currency Swap
Counterparty as a result of the termination (whether in whole or in part) of such Currency
Swap Transaction. For all amounts exceeding the Non-Euro Notional Amount (as may
have been reduced in accordance with any amortisation or increased in an amount
corresponding to the amount by which the aggregate outstanding principal amount of the
relevant Non-Euro Obligation may be increased in accordance with the terms and
conditions of such Non-Euro Obligation) of the related Currency Swap Transaction, the
Sale Proceeds thereof shall be converted into Euro, at the prevailing spot rate of exchange
determined by the Collateral Manager, acting on behalf of the Issuer, and paid into the
Principal Account. No termination payment shall be payable by the Currency Swap
Counterparty to the Issuer in such circumstances;
promptly after the Collateral Manager, acting on behalf of the Issuer, or the Currency
Swap Counterparty becomes aware that a Non-Euro Obligation has become a Defaulted
Obligation, it shall notify the other of the same and immediately upon receipt of such
notice a period of one year or such other period as may be designated by the Issuer (after
considering the recommendation of the Collateral Manager and the approval of the
Currency Swap Counterparty) for recovery of amounts due in respect of such Non-Euro
Obligation the subject thereof (the ‘‘Recovery Period’’), shall begin. During the Recovery
Period, the Issuer shall pay to the Currency Swap Counterparty any amounts received by
the Issuer in the relevant currency in respect of the Defaulted Obligation (up to an amount
not exceeding, in aggregate, the Non-Euro Notional Amount of the related Currency Swap
Transactions, save for any Currency Swap Transaction for mezzanine assets where the
Non-Euro Notional Amount may be adjusted in accordance with the increase or decrease
in the outstanding principal amount of such assets) and the Currency Swap Counterparty
shall in return pay to the Issuer a Euro amount equal to such recoveries converted into
Euro at the Currency Swap Transaction Exchange Rate. Any payments received by the
Issuer in respect of the Defaulted Obligation in excess of the Non-Euro Notional Amount
shall be paid to the Currency Swap Counterparty who shall in return pay to the Issuer a
Euro amount equal to such excess recoveries converted into Euro at the then prevailing
spot rate of exchange, determined in accordance with the terms of the relevant Currency
Swap Agreement. The Collateral Manager, acting on behalf of the Issuer, may sell a
Defaulted Obligation at any time during the Recovery Period, provided that if all or part
of such Defaulted Obligation is still outstanding on the date which falls one month prior
to the end of the Recovery Period, the Collateral Manager, acting on behalf of the Issuer,
shall (subject to and in accordance with the Collateral Management Agreement) use
reasonable efforts to sell such Defaulted Obligation and to accept and settle (on behalf of
the Issuer) any firm offer (including any firm offer from the Currency Swap Counterparty
as described below) to buy such Defaulted Obligation by no later than the expiry of the
Recovery Period. If the Collateral Manager, acting on behalf of the Issuer, is unable to sell
the Defaulted Obligation by the date which falls one month prior to the end of the
Recovery Period, the Currency Swap Counterparty will have the option to make a bid on
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