VALLAURIS II CLO PLC - Irish Stock Exchange

(c)
Payment Date following expiration of the Non-Call Period in accordance with paragraphs
(Q) and (S) of Condition 3(c)(ii) (Application of Principal Proceeds) on an available funds
basis. Interest Proceeds shall be applied in payment of accrued interest on the
Subordinated Notes on each Payment Date in accordance with paragraphs (Y) and (AA)
of Condition 3(c)(i) (Application of Interest Proceeds) on an available funds basis. Payment
of principal and interest on the Subordinated Notes will be subordinated in right of
payment to such payments in respect of the Rated Notes.
Save to the extent provided otherwise below, no amount of principal in respect of the
Class II Senior Notes shall become due and payable until redemption and payment in full
of the Class I Senior Notes, no amount of principal (for the avoidance of doubt, excluding
Deferred Interest) in respect of the Class III Mezzanine Notes shall become due and
payable until redemption and payment in full of the Class I Senior Notes and the Class II
Senior Notes and no amount of principal (for the avoidance of doubt, excluding Deferred
Interest) in respect of the Class IV Mezzanine Notes shall become due and payable until
redemption and payment in full of the Class I Senior Notes, the Class II Senior Notes and
the Class III Mezzanine Notes and no amount of principal in respect of the Subordinated
Notes shall become due and payable or be paid until redemption and payment in full of
each of the other Classes of Notes.
For the purposes of subordination and the Priorities of Payment set out in Condition 3(c)
(Priorities of Payment), the Structured Combination Notes shall not be treated as separate
Classes of Notes but the Subordinated Component of the Structured Combination Notes
and will be treated as Subordinated Notes.
Priorities of Payment: The Account Bank (acting upon each Note Valuation Report
prepared by the Collateral Administrator in consultation with the Collateral Manager
pursuant to the terms of the Collateral Management Agreement on each Determination
Date) shall, on behalf of the Issuer, on each Payment Date disburse Interest Proceeds and
Principal Proceeds transferred to the Payment Account on the first Business Day prior
thereto in accordance with Condition 3(i) (Accounts) in accordance with the following
Priorities of Payment:
(i)
Application of Interest Proceeds: Subject to paragraph (iii) (Determination of Amounts)
below, Interest Proceeds (and as applicable, monies from the Expense Reserve
Account) shall be applied in the following order of priority:
(A) to the payment of taxes owing by the Issuer accrued in respect of the related
Due Period, as notified by an Authorised Officer of the Issuer to the Trustee, if
any, save for any value-added tax payable in respect of any Collateral
Management Fee;
(B) to the payment of accrued and unpaid Trustee Fees and Expenses pursuant to
the Trust Deed, including any applicable value added tax thereon, up to an
amount equal to the Senior Fee Cap;
(C) to the payment of Administrative Expenses up to an amount equal to the
Senior Fee Cap less the amounts paid pursuant to paragraph (B) above;
(D) except upon the Payment Date on which the Subordinated Notes are to be
redeemed in full, to the payment of an amount equal to the aggregate of
A75,000 and an amount in Euro equal to 0.04 per cent. of the CDO Principal
Balance on the related Determination Date into the Expense Reserve Account;
(E) to the payment on a pro rata and pari passu basis, to the Collateral Manager of
the Senior Collateral Management Fee due and payable on such Payment Date
and to the payment of any value added tax, if any, due and payable in respect
thereof;
(F) to the payment (on a pro rata basis) of:
(1) any Scheduled Interest Rate Hedge Issuer Payments due and payable in
respect thereof; and
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