VALLAURIS II CLO PLC - Irish Stock Exchange

Balance of all Collateral Debt Obligations which constitute the ‘‘Current Pay Obligations’’ may
not exceed 5 per cent. of the CDO Principal Balance. To the extent that any Collateral Debt
Obligations (otherwise satisfying the definition of Current Pay Obligations) are in excess of such
amount, they shall not constitute Current Pay Obligations and the Collateral Manager may, in
its absolute discretion, select which Collateral Debt Obligations comprise Current Pay
Obligations for the purpose of this definition.
‘‘Custody Account’’ means the custody account or accounts established on the books of the
Custodian in accordance with the provisions of the Agency Agreement, which term shall include each
cash account relating to each such custody account (if any).
‘‘Defaulted Equity Security’’ means any equity security delivered to the Issuer upon acceptance
of an Offer in respect of a Defaulted Obligation.
‘‘Defaulted Obligation’’ means a Collateral Debt Obligation in respect of which the Collateral
Manager has received written notice stating, or as to which the Collateral Manager has actual
knowledge, that:
(a)
(b)
(c)
(d)
(e)
(f)
it is in default in accordance with its terms as a result of non-payment of principal and/or
interest and has been in default for the lesser of two calendar days and any applicable
grace period (unless the Collateral Manager certifies that such non-payment is minor or
technical in nature and can be remedied within such period), until such time that such
default is cured or waived; or
it is the obligation of an obligor which has been adjudged to be bankrupt or insolvent
(and such judgment remains in force); or
it ranks pari passu with, or is subordinated to, another Senior Secured Loan, Second Lien
Loan or Mezzanine Obligation of the same obligor, which obligation (A) satisfies the
criteria in paragraph (a) above, and (B) is a full recourse obligation; or
it (i) for so long as any Notes rated by S&P are Outstanding, is rated ‘‘D’’ or ‘‘SD’’ by
S&P and is not a Current Pay Obligation, (ii) for so long as any Notes rated by Moody’s
are Outstanding, is rated ‘‘Ca’’ or less by Moody’s, and (a) has suffered a payment default
in interest and/or principal or (b) the Collateral Manager has a reasonable expectation of
such a payment default as of the next scheduled payment date with respect to such
Collateral Debt Obligation; or
a Distressed Exchange has become binding upon the holders of the Collateral Debt
Obligation generally, for the purposes of which ‘‘Distressed Exchange’’ means any
distressed exchange or other debt restructuring where the obligor of such Collateral Debt
Obligation has offered the class of holders of the Collateral Debt Obligation generally a
new obligation or package of obligations which, in the reasonable judgment of the
Collateral Manager either (i) amounts to a diminished financial obligation, or (ii) has the
purpose of helping the Obligor of such Collateral Debt Obligation to avoid default
provided that (1) if such amendment, exchange or restructuring is rejected or withdrawn
such Collateral Debt Obligation shall no longer be deemed to be a Defaulted Obligation;
and (2) if such amendment, exchange or restructuring is effected, any obligation or
package of obligations received or resulting from such amendment, exchange or
restructuring shall not be considered a Defaulted Obligation for so long as such obligation
or obligations satisfy the definition of Collateral Debt Obligation and the Eligibility
Criteria (excluding items (6), (10) and (18)); or
in the case of a Deferring Mezzanine Obligation, cash payment of interest has been
deferred and cash payment of interest thereunder has not been resumed within (the later
of) one calendar year or two payment periods,
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