VALLAURIS II CLO PLC - Irish Stock Exchange

(3) shall be two subcategories above such rating if such rating is below ‘‘Baa3’’ and
if such Collateral Debt Obligation is a senior secured obligation of the obligor
(except that if such rating is ‘‘B3,’’ the Moody’s Rating of such Collateral Debt
Obligation shall be ‘‘B2’’), and
(4) shall be one subcategory above such rating if such rating is below ‘‘Baa3’’, and
if such Collateral Debt Obligation is a senior unsecured obligation of the
obligor; and
(v)
if such Collateral Debt Obligation is not rated by Moody’s, and no other security or
obligation of the obligor is rated by Moody’s and neither the Issuer nor the Collateral
Manager obtains a Moody’s Rating for such Collateral Debt Obligation pursuant to
subclause (iii) above, then the Moody’s Rating of such Collateral Debt Obligation may be
determined using method (a) provided below, or if the Moody’s Rating of such Collateral
Debt Obligation cannot be determined using method (a), then the Moody’s Rating may be
determined using methods (b), (c), (d) or (e) below:
(a) (1) if such Collateral Debt Obligation is rated by S&P, then the Moody’s Rating of
such Collateral Debt Obligation will be (x) one subcategory below the Moody’s
equivalent of the rating assigned by S&P if such Collateral Debt Obligation is
rated ‘‘BBB-’’ or higher by S&P and such obligation is not a loan or a
participation interest in a loan and (y) three subcategories below the Moody’s
equivalent of the rating assigned by S&P if such Collateral Debt Obligation is
rated ‘‘BB+’’ or lower by S&P and such obligation is not a loan or a
participation interest in a loan and (z) two subcategories below the Moody’s
equivalent of the rating assigned by S&P if such Collateral Debt Obligation is a
loan or a participation interest in a loan; or
(2) if such Collateral Debt Obligation is not rated by S&P but another security or
obligation of the obligor is rated by S&P (a ‘‘parallel security’’) then the rating
of such parallel security will at the election of the Collateral Manager be
determined in accordance with the methodology set forth in subclause (a)(1)
above, and the Moody’s Rating of such Collateral Debt Obligation will be
determined in accordance with the methodology set forth in clause (iv) above
(for such purposes treating the parallel security as if it were rated by Moody’s
at the rating determined pursuant to this subclause (a)(2)); or
(3) if such Collateral Debt Obligation is a Structured Finance Security, no Moody’s
Rating may be determined based on an S&P Rating;
provided, however, that ratings assigned by local offices of S&P in countries that do
not qualify as Qualifying Countries under clauses (i) or (ii) of the definition of
Qualifying Countries shall not be used to determine a Moody’s Rating pursuant to
this subclause (v)(a);
(b)
if such Collateral Debt Obligation is a senior secured obligation of the obligor and
(1) neither the obligor nor any of its related persons is subject to reorganization or
bankruptcy proceedings, (2) no debt securities or obligations of the obligor are in
default, (3) neither the obligor nor any of its affiliates have defaulted on any debt
during the past two years, (4) the obligor (including its predecessors) has been in
existence for the past five years, (5) the obligor is current on any cumulative
dividends, (6) the fixed-charge ratio for the obligor exceeds 125% for each of the past
two fiscal years and for the most recent quarter, (7) the obligor had a net profit
before tax in the past fiscal year and the most recent quarter and (8) the annual
financial statements of the obligor are unqualified and certified by a firm of
independent accountants of national reputation, and quarterly statements are
unaudited but signed by a corporate officer, the Moody’s Rating of such Collateral
Debt Obligation will be ‘‘B3";
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