VALLAURIS II CLO PLC - Irish Stock Exchange

‘‘Investment Company Act’’ means the United States Investment Company Act of 1940, as
amended.
‘‘Investment Period’’ means the period from and including the Closing Date to but excluding the
Final Effective Date.
‘‘Issuer Irish Account’’ means the account in the name of the Issuer, held with a bank in
Ireland, into which an amount equal to the Issuer’s issued and paid up share capital shall be
deposited on or before the Closing Date and into which an amount of A250 shall be deposited on
each Payment Date.
‘‘Joint Lead Managers’’ means, in respect of the Subordinated Notes, Natexis Banques
Populaires and Dresdner Bank AG London Branch and ‘‘Joint Lead Manager’’ means either of them.
‘‘Lead Manager’’ means, in respect of the Rated Notes, Natexis Banques Populaires.
‘‘Letter of Undertaking’’ means the letter dated on or about the Closing Date from, among
others, the Issuer and the Corporate Administrator to the Lead Manager, the Joint Lead Managers,
the Collateral Manager and the Trustee.
‘‘Market Value’’ means on any date of determination:
(a) the bid price determined by an independent pricing service that is an established and
recognised pricing service used widely in the market to price this type of Collateral Debt
Obligation (such as Intex);
(b) if such service is not available, the mean of the bid prices determined by three independent
broker-dealers active in the trading of one or more Collateral Debt Obligations or, if three
such broker-dealer prices are not available, the lower of the bid prices determined by two
such broker-dealers, or if only one such broker dealer price is available, such price shall be
the Market Value unless the relevant Collateral Manager determines a lower bid price in
the manner described in (c) below; or
(c) if the determinations of such broker-dealers are not available, then the fair market value
thereof determined by the relevant Collateral Manager on a best efforts basis in a manner
consistent with reasonable and customary market practice,
in each case, as notified to the Collateral Administrator on the date of determination thereof, which
shall, for the avoidance of doubt, be expressed as a percentage and, in the case of any Non-Euro
Obligation, shall be determined by multiplying such percentage by the principal amount of such Non-
Euro Obligation and converting it into Euro at the relevant Currency Swap Transaction Rate of
Exchange and dividing the resulting amount by the principal amount of such Non-Euro Obligation
converted into Euro using the relevant Currency Swap Transaction Rate of Exchange.
‘‘Maturity Date’’ means, in respect of each Class of Notes, 26 September 2022, or in the event
that such day is not a Business Day, the next following Business Day.
‘‘Measurement Date’’ means (a) the Initial Effective Date, (b) the Final Effective Date; (c) after
the Final Effective Date, any day or days on which a substitution (including each day of any sale
and reinvestment, if not the same day) of, or a default under a Collateral Debt Obligation on
acquisitions of any Additional Collateral Debt Obligation occurs; (d) the last Business Day of any
month after the Final Effective Date and (e) with reasonable (and not less than two Business Days’
notice), any Business Day requested by either Rating Agency.
‘‘Mezzanine Coverage Tests’’ means the Mezzanine Par Value Tests and the Mezzanine Interest
Coverage Tests.
‘‘Mezzanine Interest Coverage Tests’’ means the Class III Interest Coverage Test and the Class
IV Interest Coverage Test.
‘‘Mezzanine Noteholders’’ means the Class III Mezzanine Noteholders and the Class IV
Mezzanine Noteholders.
‘‘Mezzanine Obligation’’ means:
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