VALLAURIS II CLO PLC - Irish Stock Exchange

‘‘Securities Act’’ means the United States Securities Act of 1933, as amended.
‘‘Selling Institution’’ means an institution from which a Participation is acquired.
‘‘Senior Collateral Management Fee’’ means the fee payable to the Collateral Managers on each
Payment Date pursuant to the Collateral Management Agreement, equal to 0.125 per cent. per
annum of the aggregate of the Principal Balances of all the Collateral Debt Obligations and the
Balances standing to the credit of the Principal Account, the Additional Collateral Account and the
Euro Equivalent of principal amounts standing to the credit of the Currency Accounts, in each case
as at the beginning of the Due Period preceding such Payment Date, excluding any value added tax
due and payable thereon.
‘‘Senior Coverage Tests’’ means the Senior Par Value Test and the Senior Interest Coverage
Test.
‘‘Senior Fee Cap’’ means, in respect of each Payment Date, the aggregate of A75,000 and an
amount in Euro equal to 0.04 per cent. of the CDO Principal Balance as at the applicable
Determination Date.
‘‘Senior Interest Coverage Ratio’’ means, as at any Measurement Date, the ratio (expressed as a
percentage) obtained by dividing (a) the Interest Coverage Numerator by (b) the sum of the
scheduled interest payments due and payable on the Senior Notes payable on the next following
Payment Date.
‘‘Senior Interest Coverage Test’’ means the test which shall be satisfied if as at any Measurement
Date the Senior Interest Coverage Ratio is at least 120 per cent.
‘‘Senior Par Value Ratio’’ means, as at any Measurement Date, the ratio (expressed as a
percentage) obtained by dividing the Par Coverage Numerator by the aggregate principal amount
outstanding of the Senior Notes Outstanding.
‘‘Senior Par Value Test’’ means the test that shall be satisfied if as at any Measurement Date
the Senior Par Value Ratio is at least 115 per cent.
‘‘Senior Secured Loan’’ means:
(a) a Collateral Debt Obligation that is a senior secured obligation as determined by the
Collateral Manager in its reasonable business judgement or a Participation therein provided
that:
(i) it is secured by a valid and perfected security interest in (A) fixed assets of the
obligor or guarantor thereof if and to the extent that a pledge of fixed assets is
permissible under applicable law (save in the case of assets so numerous or diverse
that the failure to take such security is consistent with reasonable secured lending
practices) and otherwise (B) 100 per cent. of the equity interests in the stock of an
entity owing such fixed assets; and
(ii) no other obligation of the obligor has any higher priority security interest in such
fixed assets or stock referred to in (i) above;
(b) a Synthetic Security, the Reference Obligation applicable to which is an obligation of the
type described in (a) above; and/or
(c) a Currency Swap Obligation, the Non-Euro Obligation of which is, other than in relation
to its currency of denomination, an obligation of the type described in (a) above.
‘‘Stated Maturity’’ means, with respect to any Collateral Debt Obligation or Eligible Investment,
the date specified in such obligation as the fixed date on which the final payment or repayment of
principal of such obligation is due and payable or, if such date is not a Business Day, the next
following Business Day.
‘‘Structured Finance Security’’ means any (a) debt obligation that is issued in connection with
the securitisation of operating cash flows of a corporate obligor or (b) (for purposes of Eligible
Investments only) a mortgage-backed security or asset-backed security.
‘‘Subordinated Component’’ means the Class V Subordinated Component and/or the Class VI
Subordinated Component.
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