VALLAURIS II CLO PLC - Irish Stock Exchange

acquisition of Collateral Enhancement Obligations by, or on behalf of, the Issuer in accordance with
the Collateral Management Agreement and into which the proceeds of any sale of, or Distributions in
respect of, Collateral Enhancement Obligations, together with Collateral Manager Advances and
certain other amounts, may be deposited from time to time.
‘‘Collateral Enhancement Obligation’’ means any warrant or equity security (excluding Defaulted
Equity Securities) but including, without limitation, warrants relating to Mezzanine Obligations and
any equity security received upon conversion or exchange of, or exercise of an option under, or
otherwise in respect of, a Collateral Debt Obligation, or any warrant or equity security purchased as
part of a unit with a Collateral Debt Obligation, in each case, the acquisition of which will not result
in the imposition of any present or future actual or contingent monetary liabilities or obligations on
the Issuer other than those which may arise at its option and references in this definition to ‘‘a
Collateral Debt Obligation’’ shall be deemed to be, in the case of any Collateral Debt Obligation that
is a Synthetic Security, the Reference Obligation to which such Synthetic Security is linked.
‘‘Collateral Management Fees’’ means each of the Senior Collateral Management Fees, the
Subordinated Collateral Management Fee and the Incentive Collateral Management Fee.
‘‘Collateral Manager’’ means, in relation to all investment and management functions with
respect to the Collateral except in respect of Financial Instruments, Natexis Banques Populaires, and,
in relation to all investment and management functions with respect to Financial Instruments only,
Natexis Asset Management, in each case individually as the context requires, the ‘‘Collateral
Manager’’ and together, the ‘‘Collateral Managers’’.
‘‘Collateral Manager Advances’’ means all amounts paid by the Collateral Manager on behalf of
the Issuer pursuant to the Collateral Management Agreement for the purpose of acquiring or
exercising rights under any Collateral Enhancement Obligation, for general purposes or to fund the
Collateral Enhancement Account.
‘‘Collateral Quality Tests’’ means the Collateral Quality Tests as set out in the Collateral
Management Agreement being the Minimum Diversity Test, the Maximum Weighted Average Life
Test, the Maximum Portfolio Rating Test, the Minimum Weighted Average Spread Test, the Moody’s
Minimum Weighted Average Recovery Rate Test, the S&P Minimum Weighted Average Recovery
Rate Test, the S&P CDO Monitor Test, and the S&P CDO Evaluator Test, each as defined therein.
‘‘Collection Account’’ means an interest bearing account in the name of the Issuer with the
Account Bank which shall be sub-divided in the ledgers of the Account Bank into the Principal
Account and the Interest Account.
‘‘Components’’ means, in respect of the Class V Structured Combination Notes, the Class V
Subordinated Component and the OAT Security Component, and in respect of the Class VI
Structured Combination Notes, the Class VI Subordinated Component and the Natexis Zero Coupon
Security Component.
‘‘Conditions’’ means these terms and conditions, being the terms and conditions of the Class I
Senior Notes, the Class II Senior Notes, the Class III Mezzanine Notes, the Class IV Mezzanine
Notes, the Structured Combination Notes and the Subordinated Notes.
‘‘Controlling Class’’ means the Class I Senior Notes or, following redemption and payment in
full of the Class I Senior Notes, the Class II Senior Notes or, following redemption and payment in
full of the Class II Senior Notes, the Class III Mezzanine Notes, or, following redemption and
payment in full of the Class III Senior Notes, the Class IV Mezzanine Notes, or following
redemption and payment in full of the Class IV Mezzanine Notes, the Subordinated Notes.
‘‘Counterparty Downgrade Collateral’’ means any cash and/or securities delivered to the Issuer as
collateral for the obligations of any Interest Rate Hedge Counterparty under an Interest Rate Hedge
Agreement or Currency Swap Counterparty under a Currency Swap Agreement.
‘‘Counterparty Downgrade Collateral Account’’ means one or more interest bearing accounts of
the Issuer with the Custodian into which all Counterparty Downgrade Collateral is to be deposited.
‘‘Coverage Test’’ means each of the Senior Par Value Test, the Senior Interest Coverage Test,
the Mezzanine Par Value Tests, the Mezzanine Interest Coverage Tests and the Interest Reinvestment
Test.
59