VALLAURIS II CLO PLC - Irish Stock Exchange

provided that:
(i) a Synthetic Security shall be considered a Defaulted Obligation if the Reference Obligation
to which such Synthetic Security is linked would constitute a Defaulted Obligation if it
were itself a Collateral Debt Obligation or it is a Synthetic Security in respect of which a
Synthetic Counterparty Default has occurred;
(ii) any such Collateral Debt Obligation which has been exchanged for or converted into
another security of the same obligor which is a Current Pay Obligation, shall not be
considered a ‘‘Defaulted Obligation’’; and
(iii) notwithstanding the foregoing, the Collateral Manager may declare any Collateral Debt
Obligation to be a Defaulted Obligation if, in the Collateral Manager’s reasonable business
judgment, the credit quality of the issuer or obligor of such Collateral Debt Obligation has
significantly deteriorated such that the Collateral Manager has a reasonable expectation of
payment default as of the next scheduled payment date with respect to such Collateral
Debt Obligation.
‘‘Deferred Interest’’ has the meaning given thereto in Condition 6(c) (Deferral of Interest).
‘‘Deferring Mezzanine Obligation’’ means a Mezzanine Obligation which by its contractual terms
provides for the deferral of interest.
‘‘Definitive Certificate’’ means a certificate representing one or more Notes in definitive, fully
registered, form.
‘‘Determination Date’’ means the last Business Day of each Due Period, or in the event of any
redemption of the Notes, following the occurrence of an Event of Default, the applicable Redemption
Date.
‘‘Distribution’’ means any payment of principal or interest or any dividend or premium or other
amount or asset paid or delivered on or in respect of any Collateral Debt Obligation, any Collateral
Enhancement Obligation, any Synthetic Collateral or any Defaulted Equity Security.
‘‘Due Date’’ means each date on which a Distribution is due and payable on, or in respect of, a
Collateral Debt Obligation.
‘‘Due Period’’ means, with respect to any Payment Date, the period commencing on the day
immediately following the seventh Business Day prior to the preceding Payment Date (or on the
Closing Date, in the case of the Due Period relating to the first Payment Date) and ending on the
seventh Business Day prior to such Payment Date (or, in the case of the Due Period applicable to
the Payment Date which is the Maturity Date of any Note, ending on the day preceding such
Payment Date).
‘‘Effective Date Rating Event’’ means both:
(a) any of (i) the Initial Ratings of the Rated Notes of any Class being downgraded or
withdrawn by either Rating Agency or (ii) either or both of the Rating Agencies notifying
the Collateral Manager on behalf of the Issuer that such Rating Agency intends to reduce
or withdraw any of its Initial Ratings of the Rated Notes of any Class, in either case,
upon request for confirmation of the Initial Ratings of the Rated Notes of each Class by
the Collateral Manager, acting on behalf of the Issuer, following the Initial Effective Date
or Final Effective Date, as applicable; and
(b) either the failure by the Collateral Manager, acting on behalf of the Issuer, to present to
the Rating Agencies, or the failure by any Rating Agency to accept, a plan setting out the
actions the Collateral Manager, acting on behalf of the Issuer, is intending to take in order
to cause the Initial Ratings of the Rated Notes of each Class to be so confirmed or
reinstated,
provided that any downgrade or withdrawal of any of the Initial Ratings of the Rated Notes of
any Class which is not directly related to a request for confirmation thereof or which occurs
after confirmation thereof by the Rating Agencies shall not constitute an Effective Date Rating
Event.
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