VALLAURIS II CLO PLC - Irish Stock Exchange

(e) the Principal Balance of any Collateral Debt Obligation that is a Synthetic Security shall
be deemed to be the principal or notional amount of such Synthetic Security as reduced
from time to time as a result of certain ‘‘Credit Events’’ occurring in respect of the
Reference Obligations specified therein; and
(f) the Principal Balance of any Currency Swap Obligation shall be an amount in Euro equal
to the principal amount outstanding of the related Non-Euro Obligation (provided that if
such Non-Euro Obligation would otherwise fall within paragraphs (a) to (e) above, the
Principal Balance of such Currency Swap Obligation will be calculated as an amount in
Euro equal to the Principal Balance calculated in accordance with paragraphs (a) to (e)
above), converted into Euro at the Currency Swap Transaction Exchange Rate,
and save as provided in the definition of ‘‘Par Coverage Numerator’’.
‘‘Principal Proceeds’’ means all amounts paid or payable into the Principal Account from time
to time and, with respect to any Payment Date, ‘‘Principal Proceeds’’ means the Principal Proceeds
received by or on behalf of the Issuer during the related Due Period and (without double counting)
any other amounts to be disbursed out of the Payment Account as Principal Proceeds on such
Payment Date pursuant to Condition 3(c)(ii) (Application of Principal Proceeds).
‘‘Priorities of Payment’’ means in the case of Interest Proceeds, the priorities of payment set out
in Condition 3(c)(i) (Application of Interest Proceeds) or, in the case of Principal Proceeds, the
priorities of payment set out in Condition 3(c)(ii) (Application of Principal Proceeds), provided that in
the case of any redemption of the Notes in whole pursuant to Conditions 7 (Redemption and
Purchase) or 10 (Events of Default) or enforcement of the security over the Collateral pursuant to
Condition 11 (Enforcement), Priorities of Payment in Condition 3(c)(i) (Application of Interest
Proceeds) shall exclude paragraphs (A) and (C) of Condition 3(c)(i) (Application of Interest Proceeds)
to the extent that the Administrative Expenses referred to in such paragraphs are Administrative
Expenses of the nature described in paragraphs (a), (e), (f), (h), (i) and (j) of the definition thereof
and, in the case of enforcement of the security over the Collateral pursuant to Condition 11
(Enforcement), the Senior Fee Cap in paragraph (C) of Condition 3(c)(i) (Application of Interest
Proceeds) shall not apply.
‘‘Priority Termination Event’’ means the termination of a Currency Swap Agreement or, as the
case may be, Interest Rate Hedge Agreement in whole (but not in part) in circumstances in which the
applicable Currency Swap Counterparty or, as the case may be, Interest Rate Hedge Counterparty is
not the ‘‘Defaulting Party’’ or the sole ‘‘Affected Party’’ (each such term as defined in such Currency
Swap Agreement or, as the case may be, Interest Rate Hedge Agreement).
‘‘pro rata basis’’ means an allocation of amounts payable:
(a) in the case of amounts of interest payable among different Classes of Notes, by reference
to the respective amounts of interest payable on such Classes of Notes;
(b) in the case of amounts of principal payable among different Classes of Notes, by reference
to the respective aggregate principal amount outstanding of such Classes of Notes
Outstanding thereof at the relevant time;
(c) in the case of a single Class, by reference to the respective principal amount outstanding of
each Note of such Class Outstanding; and
(d) in the case of any other amounts, by reference to the respective amounts payable.
‘‘Purchased Accrued Interest’’ means, with respect to any Due Period, all payments of interest
and proceeds of sale received during such Due Period in relation to any Collateral Debt Obligation,
in each case, to the extent that such amounts represent accrued interest in respect of such Collateral
Debt Obligation (including, in respect of a Mezzanine Obligation, any accrued interest which, as at
the time of purchase had been capitalised and added to the principal amount of such Mezzanine
Obligation in accordance with its terms), which was purchased at the time of acquisition thereof with
Principal Proceeds.
‘‘QIB’’ means a Person who is a qualified institutional buyer as defined in Rule 144A under the
Securities Act.
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