VALLAURIS II CLO PLC - Irish Stock Exchange

or the Trustee (as applicable) on or prior to such due date, the date on which the full amount having
been so received, notice to that effect shall have been given to the Noteholders in accordance with
Condition 16 (Notices).
‘‘Relevant Tax Event’’ has the meaning given thereto in Condition 7(b)(i) (Redemption at the
Option of the Subordinated Noteholders).
‘‘Replacement Currency Swap Agreement’’ means any Currency Swap Agreement entered into by
the Issuer upon termination of an existing Currency Swap Agreement on substantially the same terms
as such existing Currency Swap Agreement, that preserves for the Issuer the economic effect of the
terminated Currency Swap Agreement and all Currency Swap Transactions thereunder, subject to
such amendments as may be agreed by the Trustee and in respect of which Rating Agency
Confirmation has been obtained.
‘‘Replacement Currency Swap Transaction’’ means any currency swap transaction entered into by
the Issuer in replacement of, and on substantially the same terms as, an existing Currency Swap
Transaction pursuant to a Replacement Currency Swap Agreement.
‘‘Replacement Interest Rate Hedge Agreement’’ means any Interest Rate Hedge Agreement
entered into by the Issuer upon termination of the existing Interest Rate Hedge Agreement on
substantially the same terms as such existing Interest Rate Hedge Agreement, that preserves for the
Issuer the economic effect of the terminated Interest Rate Hedge Agreement and all Interest Rate
Hedge Transactions thereunder, subject to such amendments as may be agreed by the Trustee and in
respect of which Rating Agency Confirmation has been received.
‘‘Replacement Interest Rate Hedge Transaction’’ means an interest rate swap or protection
transaction entered into by the Issuer in replacement of, and on substantially the same terms as, an
existing Interest Rate Hedge Transaction pursuant to a Replacement Interest Rate Hedge Agreement.
‘‘Report’’ means each Monthly Report, Note Valuation Report and/or Subordinated Noteholder
Report
‘‘Required Ratings’’ means:
(a) in the case of the Account Bank, the Custodian and the Sub-Custodian, long-term and
short- term unsecured debt ratings of at least ‘‘A1’’ and ‘‘P-1’’, respectively, from Moody’s
and ‘‘A-1’’ (in respect of the Custodian and Sub-Custodian) or ‘‘AA-’’ and ‘‘A-1+’’ (in
respect of the Account Bank) respectively, from S&P;
(b) in the case of any Interest Rate Hedge Counterparty, long-term and short-term senior
unsecured ratings of at least ‘‘A1’’ and"P-1’’ from Moody’s and short-term senior
unsecured ratings of at least ‘‘A-1’’ from S&P; and
(c) in the case of any Currency Swap Counterparty, long-term and short-term senior
unsecured ratings of at least ‘‘A1’’ and ‘‘P-1’’ from Moody’s and short-term senior
unsecured ratings of at least ‘‘A-1+’’ from S&P,
provided that, if any of the above requirements are not satisfied by any of the parties referred to
above, such party will be deemed to have satisfied the Required Ratings where Rating Agency
Confirmation is received in respect of the failure of such party to meet such requirements.
‘‘Retained Portion’’ means such portion of Interest Proceeds received in respect of Collateral
Debt Obligations that provide for Annual Interest Payments, in the Due Period in which such Annual
Interest Payment Amounts are received, 50 per cent. of such Annual Interest Payment Amounts, to
the extent that:
(a) the aggregate Principal Balance of such annual paying Collateral Debt Obligations exceeds
5 per cent. of the CDO Principal Balance on any Determination Date;
(b) the retention of the Retained Portion will not result in a breach of any of the Coverage
Tests;
(c) such Retained Portion is not required to redeem all or any part of the Notes pursuant to
Condition 7 (Redemption and Purchase); and
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