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VALLAURIS II CLO PLC - Irish Stock Exchange

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‘‘Interest Accrual Period’’ means the period from and including the Closing Date to but<br />

excluding the first Payment Date and each successive period from and including each Payment Date<br />

to but excluding the following Payment Date.<br />

‘‘Interest Amount’’ means, on each Payment Date, the amount of interest payable in respect of<br />

the principal amount outstanding of the Notes of any Class indicated for any Interest Accrual Period<br />

being:<br />

(a) in the case of the Class I Senior Notes, the Class <strong>II</strong> Senior Notes, the Class <strong>II</strong>I Mezzanine<br />

Notes and the Class IV Mezzanine Notes, as the case may be, the amount calculated by<br />

the Collateral Administrator as soon as practicable after 11:00 am (Brussels time) on the<br />

relevant Interest Determination Date in accordance with Condition 6(e)(ii) (Determination<br />

of Floating Rate of Interest and Calculation of Interest Amount) excluding any Deferred<br />

Interest; and<br />

(b) in the case of the Subordinated Notes the amounts in respect of Subordinated Note<br />

Interest calculated as provided in Condition 6(g) (Interest on the Subordinated Notes) and<br />

payable pursuant to Condition 3(c) (Priorities of Payment).<br />

‘‘Interest Coverage Numerator’’ means, on any particular Measurement Date:<br />

(a) the Balance standing to the credit of the Expense Reserve Account, the Interest Account<br />

and the Retained Portion Release Amount in respect of the next succeeding Payment Date;<br />

(b) plus the scheduled interest payments due but not yet paid (in each case regardless of<br />

whether the applicable Due Date has yet occurred) in the Due Period in which such<br />

Measurement Date occurs on:<br />

(i) the Collateral Debt Obligations (save for Currency Swap Obligations) excluding (x)<br />

interest on any Collateral Debt Obligation to the extent that such Collateral Debt<br />

Obligation does not provide for the scheduled payment of interest in cash by its<br />

terms and (y) any amounts expected to be withheld at source or otherwise deducted<br />

in respect of taxes plus any amounts expected to be reimbursed in respect of taxes<br />

withheld at source or otherwise deducted; and<br />

(ii) the Principal Account, the Interest Account, the Expense Reserve Account, the<br />

Additional Collateral Account, the Collateral Enhancement Account, the Retained<br />

Portion Account and the Currency Accounts (converted, in the case of any Currency<br />

Account, into Euro at the prevailing spot rate of exchange, as determined by the<br />

Issuer following consultation with the Collateral Manager),<br />

but excluding any scheduled interest payments as to which the Issuer or the Collateral Manager<br />

has actual knowledge or a reasonable expectation that such payment will not be made which<br />

such actual knowledge or reasonable expectation the Issuer or, as the case may be, the<br />

Collateral Manager has communicated to the Collateral Administrator, provided that, for the<br />

purposes of calculation of the Interest Coverage Numerator, Collateral Debt Obligations which<br />

pay interest on an annual basis shall be deemed to pay interest on a semi-annual basis;<br />

(c) plus any Scheduled Interest Rate Hedge Counterparty Payments due and payable from the<br />

Interest Rate Hedge Counterparty to the Issuer on or before the Business Day prior to the<br />

Payment Date relating to the Due Period in which such Measurement Date occurs<br />

(regardless of whether the scheduled date for payment has yet occurred), but excluding any<br />

such payments as to which the Issuer or the Collateral Manager has actual knowledge or a<br />

reasonable expectation that such payment will not be made;<br />

(d) plus scheduled periodic payments in the nature of coupon (and not principal) payable to<br />

the Issuer under any Currency Swap Transaction due and payable but not yet paid<br />

(regardless of whether the scheduled date for payment has yet occurred) in the Due Period<br />

in which such Measurement Date falls, but excluding any such payments as to which the<br />

Issuer or the Collateral Manager has actual knowledge or a reasonable expectation that<br />

such payment will not be made; and<br />

(e) minus the amounts payable pursuant to paragraphs (A) to (F) of Condition 3(c)(i)<br />

(Application of Interest Proceeds) on the following Payment Date.<br />

67

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