VALLAURIS II CLO PLC - Irish Stock Exchange

the Trust Deed, the Agency Agreement, the Depositary Agreement, the Collateral Management
Agreement, the Interest Rate Hedge Agreement, the Currency Swap Agreement, the Corporate
Services Agreement, the Collateral Acquisition Documents, the Euroclear Pledge Agreement, the OAT
Strips Pledge Agreement and the Natexis Zero Coupon Notes Pledge Agreement are available for
inspection during usual business hours at the principal office of the Trustee (presently at 82
Bishopsgate, London EC2N 4BN) and at the specified offices of the Paying Agents for the time
being. The holders of each Class of Notes are entitled to the benefit of, are bound by and are
deemed to have notice of all the provisions of the Trust Deed, and are deemed to have notice of all
the provisions of the Agency Agreement, the Depositary Agreement and the Collateral Management
Agreement, applicable to them.
1. Definitions
‘‘Accounts’’ means the Collection Account (including the Principal Account and the Interest
Account into which the Collection Account is divided in the ledgers of the Account Bank), the
Expense Reserve Account, the Collateral Enhancement Account, the Additional Collateral Account,
the Payment Account, the Synthetic Collateral Account, the Counterparty Downgrade Collateral
Account, the Retained Portion Account and the Currency Accounts.
‘‘Additional Collateral Account’’ means the interest bearing account of the Issuer with the
Account Bank, the Balance of which may be applied in the acquisition of Additional Collateral Debt
Obligations during the Investment Period in accordance with the Collateral Management Agreement.
‘‘Additional Collateral Debt Obligation’’ means a Collateral Debt Obligation purchased by or on
behalf of the Issuer (out of the Balance standing to the credit of the Additional Collateral Account
from time to time) during the Investment Period in accordance with the provisions of the Collateral
Management Agreement, which is not purchased in substitution for a Collateral Debt Obligation
previously forming part of the Collateral.
‘‘Administrative Expenses’’ means amounts due and payable (which shall be applied in the
following order):
(a) to the Custodian and the Agents pursuant to the Agency Agreement;
(b) to the Collateral Administrator pursuant to the Collateral Management Agreement;
(c) to the Depositary pursuant to the Depositary Agreement;
(d) on a pro rata basis, to the independent accountants, agents and counsel of the Issuer (but
excluding any amounts payable in respect of the Notes);
(e) to any Rating Agency in connection with the Rated Notes or the Class V Structured
Combination Notes or which may from time to time be requested to assign a confidential
credit estimate to any of the Collateral Debt Obligations, for such fees and expenses and
any ongoing surveillance fees;
(f) to the Corporate Administrator pursuant to the Corporate Administration Agreement;
(g) to the Collateral Managers pursuant to the Collateral Management Agreement (including
indemnities provided for therein), but excluding any Collateral Management Fees and the
repayment of Collateral Manager Advances;
(h) to any Person in respect of any governmental fee or charge (excluding, for the avoidance
of doubt, any taxes payable to any tax authority);
(i) in respect of any third party portfolio management software;
(j) to any other Person in respect of any other fees or expenses permitted under these
Conditions and the documents delivered pursuant to or in connection with the Notes or
the sale thereof;
(k) to the payment of any amounts due and payable by the Issuer to any Selling Institution
pursuant to any Collateral Acquisition Document after the date of entry into any
Participation; and
(l) into the Issuer Irish Account, on each Payment Date, in the sum of A500,
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