VALLAURIS II CLO PLC - Irish Stock Exchange

‘‘Subordinated Collateral Management Fee’’ means the fee payable to the Collateral Manager on
each Payment Date pursuant to the Collateral Management Agreement, equal to 0.375 per cent. per
annum 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, at the
beginning of the Due Period preceding such Payment Date, excluding any value added tax due and
payable thereon.
‘‘Subordinated Note Interest’’ has the meaning given to it in Condition 6 (Interest).
‘‘Subordinated Note Hurdle Return Amount’’ means, in respect of any Payment Date, an amount,
calculated on a semi-annual basis, which in addition to any prior distributions on the Subordinated
Notes gives an internal rate of return of 12 per cent. per annum on the aggregate principal amount
outstanding of the Subordinated Notes for the period from the Closing Date to the applicable
Determination Date.
‘‘Subordinated Noteholders’’ means the holders of the Subordinated Notes from time to time.
‘‘Substitute Collateral Debt Obligation’’ means a Collateral Debt Obligation purchased in
substitution for a previously held Collateral Debt Obligation or purchased out of Principal Proceeds,
in each case, pursuant to the terms of the Collateral Management Agreement.
‘‘Synthetic Collateral’’ means any collateral required to be delivered by the Issuer as security for
its obligations to any Synthetic Counterparty under any Synthetic Security pursuant to the terms
thereof provided that Synthetic Collateral will always consist of Eligible Investments unless Rating
Agency Confirmation is received in respect thereto. References to the price payable upon the
acquisition of or entry into of a Synthetic Security acquired or entered into by the Issuer on an
unfunded basis shall be deemed to be the aggregate principal amount of Synthetic Collateral required
to be delivered by the Issuer to the applicable Synthetic Counterparty.
‘‘Synthetic Collateral Account’’ means the account in the name of the Issuer held with the
Custodian into which all Synthetic Collateral is to be deposited.
‘‘Synthetic Counterparty’’ means any counterparty under a Synthetic Security or any guarantor
of any such entity or, in the case of a Synthetic Security that represents an ownership interest in one
or more assets held by the issuer of such Synthetic Security, any entity required to make payments on
any such asset and which, in the case of a Synthetic Counterparty which has entered into a swap
transaction, has the regulatory capacity to enter into derivatives transactions with Irish residents.
‘‘Synthetic Counterparty Default’’ means, in the case of any Synthetic Security, a default by the
Synthetic Counterparty in the performance of any of its payment obligations under the Synthetic
Security has occurred and is continuing and such default has continued for the lesser of two calendar
days and any applicable grace period (subject to the Collateral Manager certifying that such nonpayment
is minor or technical in nature and can be remedied within such period), until such time
that such default is cured or waived.
‘‘Synthetic Security’’ means any Euro (or predecessor currency of those EU member states which
have adopted the Euro as their currency) denominated swap transaction (including, without
limitation, a credit default swap or total return swap), debt security, security issued by a trust or
similar vehicle or other investment (excluding any equity investment) purchased or entered into by the
Issuer (subject to Rating Agency Confirmation, save for where such Synthetic Security is a Form-
Approved Synthetic Security) from or with a Synthetic Counterparty and that satisfies the Eligibility
Criteria, save to the extent Rating Agency Confirmation is obtained in respect of any failure to
satisfy the Eligibility Criteria (provided that such Synthetic Security may not include Margin Stock,
any security the acquisition of which would cause the breach of applicable selling or transfer
restrictions or of applicable Irish laws relating to the offering of securities or of collective investment
schemes), the returns on which (as determined by the Collateral Manager) and that is linked to the
credit of one or more Reference Obligations, but which may provide for a different maturity,
payment dates, interest rate, credit exposure or other credit or non-credit related characteristics than
such Reference Obligation(s), provided that:
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