VALLAURIS II CLO PLC - Irish Stock Exchange

such obligation to purchase or otherwise acquire such obligation (other than pursuant to any
redemption in accordance with the terms of the related Underlying Instruments) or to convert or
exchange such obligation into or for cash, securities or any other type of consideration or (b) any
solicitation by the issuer of such obligation or any other Person to amend, modify or waive any
provision of such obligation or any related Underlying Instrument.
‘‘Ordinary 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 the votes cast or a resolution in writing signed by, or on behalf, of the holders of not
less than 50 per cent. in principal amount outstanding of Notes Outstanding of such 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.
‘‘Outstanding’’ has the meaning given thereto in the Trust Deed.
‘‘Overcollateralisation Tests’’ means the Senior Par Value Test and the Mezzanine Par Value
Tests.
‘‘Par Coverage Numerator’’ means the aggregate of:
(a) the aggregate of the Principal Balances of the Collateral Debt Obligations (provided that,
in the case of unfunded Synthetic Securities, the notional amount of the underlying
Reference Obligation shall be taken into account);
(b) the aggregate of the Balances standing to the credit of the Principal Account and the
Additional Collateral Account; and
(c) the Euro Equivalent of the amount standing to the credit of each Currency Account, solely
to the extent that such amounts are yet to be transferred to the Principal Account on the
next Payment Date; and
(d) the aggregate of the Principal Balances of the Eligible Investments (to the extent not
included in (b) and (c) above),
For the purposes of the calculation of the Par Coverage Numerator:
(i) the Principal Balance of all Triple C Assets shall be the Triple C Asset Adjusted Par
Value;
(ii) the Principal Balance of any Collateral Debt Obligation having a purchase price to the
Issuer of less than 90 per cent. of the principal amount thereof shall be such purchase
price unless the Market Value (determined other than pursuant to (c) of the definition
thereof) for such Collateral Debt Obligation is on average greater than 90 per cent. of the
principal amount thereof, over a period of 45 consecutive days, at which time the Principal
Balance thereof shall be its Principal Balance in accordance with the definition of such
term in these Conditions;
(iii) a Collateral Debt Obligation which meets the criteria of two subparagraphs (i) and (ii)
above, shall be the lower of the Principal Balance attributable thereto under the terms of
paragraph (i) or (ii) above; and
(iv) for purposes of the Overcollateralisation Test only, the Principal Balance of any Collateral
Debt Obligation in which the Trustee does not have a first priority perfected security
interest shall be deemed zero.
‘‘Participation’’ means an interest in relation to a Mezzanine Obligation, a Second Lien Loan or
a Senior Secured Loan acquired indirectly by the Issuer (by way of participation or sub-participation)
from a Selling Institution.
‘‘Participation Agreement’’ means an agreement between the Issuer and a Selling Institution in
relation to the purchase by the Issuer of a Participation.
‘‘Payment Account’’ means the account in the name of the Issuer and held with the Account
Bank to which amounts shall be caused to be transferred by the Account Bank on the first Business
Day prior to each Payment Date out of the Expense Account and (to the extent applicable) the
Additional Collateral Account, the Currency Accounts, the Interest Account, the Retained Portion
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