VALLAURIS II CLO PLC - Irish Stock Exchange

next following Payment Date, an amount expressed in Euro calculated using the applicable Currency
Swap Transaction Exchange Rate on the relevant date.
‘‘Euro-zone’’ has the meaning given thereto in Condition 6 (Interest).
‘‘Event of Default’’ means each of the events defined as such in Condition 10(a) (Events of
Default).
‘‘Expense Reserve Account’’ means the interest bearing account of the Issuer with the Account
Bank into which an initial deposit of A75,000 and an amount equal to 0.04 per cent. of the Target
Par Amount shall be made on the Closing Date and into which Interest Proceeds shall be deposited
on each Payment Date (other than the date on which no Notes will remain outstanding following
such Payment Date) in the amount required pursuant to paragraph (D) of Condition 3(c)(i)
(Application of Interest Proceeds) and out of which Trustee Fees and Expenses and Administrative
Expenses which become payable during any Due Period shall be paid.
‘‘Extraordinary Resolution’’ means, in relation to any Class of Noteholders, a resolution passed
(at a meeting of such Class of Noteholders duly convened and held in accordance with the Trust
Deed) by a majority of at least 66 2/3 per cent. of the votes cast or a resolution in writing signed by,
or on behalf, of the holders of not less than 66 2/3 per cent. in principal amount outstanding of
Notes Outstanding of a Class, including, in each case, the Components of a Structured Combination
Note corresponding to such Class who for the time being are entitled to receive notice of a meeting.
‘‘Financial Instruments’’ means any financial instrument (instrument financier) within the meaning
of article L.211-1 of the French Code Monétaire et Financier including any Mezzanine Obligations
held in the form of debt securities, Synthetic Securities, Collateral Enhancement Obligations,
Structured Finance Securities held in the form of debt securities, Currency Swap Transactions and
any Interest Rate Hedge Transactions.
‘‘Final Effective Date’’ means the earlier of:
(a) the date designated for such purpose by the Collateral Manager, acting on behalf of the
Issuer, by written notice to the Trustee, the Issuer and the Collateral Administrator
pursuant to the Collateral Management Agreement, subject to the Effective Date
Requirements having been satisfied; and
(b) the date which falls twelve months after the Closing Date, or if such day is not a Business
Day, the immediately following Business Day.
‘‘Form-Approved Synthetic Security’’ means a Synthetic Security the documentation for and
structure of which conforms to a form which has previously received Rating Agency Confirmation,
save for the amount and timing of periodic payments, the name of the Reference Obligation, the
notional amount, the effective date and/or the termination date and a Form-Approved Synthetic
Security shall be deemed to constitute a Senior Secured Loan, Second Lien Loan or a Mezzanine
Loan, if the Reference Obligation thereunder (if it were a Collateral Debt Obligation) would be a
Senior Secured Loan, Second Lien Loan or a Mezzanine Obligation, as determined by the Collateral
Manager.
‘‘Global Note’’ and ‘‘Global Notes’’ have the respective meanings given thereto in Condition
2(a)(i) (Global Notes).
‘‘Incentive Collateral Management Fee’’ means the incentive collateral management fee payable to
the Collateral Managers pursuant to the Collateral Management Agreement, excluding any value
added tax due and payable thereon.
‘‘Initial Effective Date’’ means the Business Day immediately following the six month period
from the Closing Date or, if earlier, the date specified as such by the Collateral Manager in
accordance with the terms of the Collateral Management Agreement.
‘‘Initial Ratings’’ means in respect of any Class of Rated Notes or the Class V Structured
Combination Notes and any Rating Agency, the ratings assigned to such Class of Notes by such
Rating Agency as at the Closing Date and ‘‘Initial Rating’’ means each such rating.
‘‘Interest Account’’ means a sub-account of the Collection Account created in the ledgers of the
Account Bank to which Interest Proceeds are to be credited.
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