VALLAURIS II CLO PLC - Irish Stock Exchange

in each case, including any value added tax due and payable in respect thereof and provided, however,
that ‘‘Administrative Expenses’’ shall not include any Trustee Fees and Expenses or any amounts due
or accrued with respect to the actions taken on or in connection with the Closing Date, the latter
being payable out of the proceeds of the issue of the Notes.
‘‘Affiliate’’ or ‘‘Affiliated’’ means with respect to a Person, (a) any other Person who, directly or
indirectly, is in control of, or controlled by, or is under common control with, such Person or (b) any
other Person who is a director, officer or employee (i) of such Person, (ii) of any subsidiary or parent
company of such Person or (iii) of any Person described in clause (a) above. For the purposes of this
definition, control of a Person shall mean the power, direct or indirect, (A) to vote more than 50 per
cent. of the securities having ordinary voting power for the election of directors of such Person, or
(B) to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise. In addition, each of Banque Fédérale des Banques Populaires, Banques
Populaires Régionales, Crédit Coopératif, CASDEN Banque Populaire and Crédit Maritime Mutuel
and the wholly owned entities of the foregoing shall be ‘‘Affiliates’’ of Natexis Banques Populaires
and Natexis Asset Management. However, the Banques Populaires Régionales shall not be
‘‘Affiliates’’ of Natexis Banques Populaires and Natexis Asset Management for the purposes of the
provisions relating to the removal of the Collateral Manager without cause, as described in
‘‘Description of the Collateral Management Agreement – Termination and Resignation – Removal
Without Cause’’ and ‘‘Description of the Collateral Manager – Voting Rights of the Collateral
Managers’’ below.
‘‘Agent’’ means each of the Principal Paying Agent, the Paying Agents, the Registrar, the
Transfer Agents, the Account Bank, the Depositary, the Calculation Agent and the Custodian and
each of their permitted successors or assigns.
‘‘aggregate principal amount outstanding’’ means, in respect of the Notes, or any of them, at any
time, the aggregate of the principal amount outstanding (as such phrase ‘‘principal amount
outstanding’’ is defined below) in respect of such Notes at such time.
‘‘Annual Interest Payment’’ means each periodic payment of interest received by the Issuer in
respect of a Collateral Debt Obligation that provides for periodic payments of interest annually.
‘‘Annual Interest Payment Amount’’ means, in respect of a Collateral Debt Obligation that
provides for Annual Interest Payments, the amount of each such Annual Interest Payment.
‘‘Authorised Denomination’’ means (a) in the case of Regulation S Notes of each Class (including
the Structured Combination Notes), the Minimum Denomination and any denominations of A10,000
in excess thereof and (b) in the case of Rule 144A Notes of each Class (including the Structured
Combination Notes), the Minimum Denomination and any denominations of A10,000 in excess
thereof.
‘‘Authorised Officer’’ means, with respect to the Issuer, any Director or duly authorised
signatory of the Issuer or agent who is authorised to act for the Issuer in matters relating to, and
binding upon, the Issuer. For the avoidance of doubt, neither the Collateral Manager nor any of its
officers or employees are or will be Authorised Officers of the Issuer.
‘‘Balance’’ means on any date, with respect to cash and Eligible Investments, the aggregate:
(a) current balance of cash, demand deposits, time deposits, federal funds and commercial
bank money market accounts;
(b) principal amount outstanding of interest-bearing corporate and government securities,
money market accounts and repurchase obligations; and
(c) face amount of non-interest-bearing government and corporate securities, commercial paper
and certificates of deposit,
provided that in the event that a default as to payment of principal and/or interest has occurred and
is continuing in respect of any Eligible Investment or any obligation of the obligor thereunder which
is senior or equal in right of payment to such Eligible Investment, such Eligible Investment shall have
the value of its recovery value as determined by the Collateral Manager (acting in a commercially
reasonable basis and subject to Rating Agency Confirmation) for the purpose of calculating the
Balance standing to the credit of any account.
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