VALLAURIS II CLO PLC - Irish Stock Exchange

shall procure that such amounts are paid into the Principal Account or the Interest Account, as
applicable.
For the purposes of the Coverage Tests, the Portfolio Profile Tests and the Collateral Quality
Tests (other than the Minimum Diversity Test and the Moody’s Minimum Weighted Average
Recovery Rate Test), a Currency Swap Obligation shall be included as a Collateral Debt Obligation
having the relevant characteristics of the Currency Swap Transaction and not of the related Non-
Euro Obligation, unless the Collateral Manager, acting on behalf of the Issuer, determines otherwise
and receives Rating Agency Confirmation. In addition, prior to the sale of any Currency Swap
Obligation, the Issuer and the Collateral Manager shall request the Collateral Administrator to
determine whether the Coverage Tests are being satisfied. In the event that the Coverage Tests are
being satisfied, the Collateral Administrator shall determine whether the Coverage Tests would be
satisfied were such Currency Swap Obligation (or part thereof, as the case may be) to be sold and
such Currency Swap Obligation (or part thereof, as the case may be) may only be sold where the
Coverage Tests would continue to be satisfied following such sale. In the event that the Coverage
Tests are not being satisfied, the Collateral Administrator will determine whether the Coverage Tests
would be maintained or improved were such Collateral Debt Obligation (or part thereof, as the case
may be) to be sold and the proceeds of such sale reinvested according to the Reinvestment Criteria
and such Currency Swap Obligation (or part thereof, as the case may be) may only be sold where the
Coverage Tests would be maintained or improved following such sale.
For purposes of the Minimum Diversity Test and the Moody’s Minimum Weighted Average
Recovery Rate Test, a Currency Swap Obligation shall be included as a Collateral Debt Obligation
having the relevant characteristics of the related Non-Euro Obligation and not of the Currency Swap
Obligation, unless the Collateral Manager, acting on behalf of the Issuer, determines otherwise and
receives Rating Agency Confirmation.
The interest rate or coupon of a Currency Swap Obligation shall be the Euro interest rate or
coupon payable under the related Currency Swap Transaction.
Running costs of the Currency Swap Transaction will affect the calculation of the margin
payable by the Currency Swap Counterparty and upfront costs, if any, will be allocable to the
purchase price of the Currency Swap Obligation.
If the Issuer and the relevant Currency Swap Counterparty so agree (subject to the prior
approval of the Trustee and receipt of Rating Agency Confirmation) a Currency Swap Transaction
may contain terms which are different from those described above.
8.2 Replacement Currency Swap Agreements
In the event that any Currency Swap Agreement terminates in whole at any time in
circumstances in which the applicable Currency Swap Counterparty is the sole ‘‘Defaulting Party’’ or
‘‘Affected Party’’ (as defined in the applicable Currency Swap Agreement) the Collateral Manager,
acting on behalf of the Issuer, shall use commercially reasonable efforts to enter into a Replacement
Currency Swap Agreement on substantially the same terms as such Currency Swap Agreement within
10 days of the termination thereof with a counterparty which (or whose guarantor) satisfies applicable
Required Ratings and, furthermore, subject to the prior consent of the Trustee and receipt of Rating
Agency Confirmation as to the entry into of such Replacement Currency Swap Agreement with the
proposed counterparty and the Collateral Manager, acting on behalf of the Issuer, shall take all such
steps as are necessary to approve or ratify such recommendation.
In the event of termination of the Currency Swap Agreement in whole in the circumstances
referred to above, any Currency Swap Termination Receipts payable by the Currency Swap
Counterparty to the Issuer will be paid into the appropriate Currency Account or, in the case of
Euro-denominated Currency Swap Termination Receipts, the Principal Account and shall be applied
towards the costs of entry into a Replacement Currency Swap Agreement, together with, where
necessary, Interest Proceeds that are available for such purpose on any Payment Date pursuant to the
Priorities of Payment, subject to receipt of Rating Agency Confirmation save:
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