VALLAURIS II CLO PLC - Irish Stock Exchange

(X)
(Y)
(Z)
at the option of the Collateral Manager, save for upon the Payment Date on
which the Subordinated Notes are to be redeemed in full, to payment into the
Collateral Enhancement Account up to a maximum aggregate amount (taking
into account all payments to and disbursements from the Collateral
Enhancement Account on any prior Payment Date) of A3,000,000 and/or, at the
option of the Collateral Manager, in repayment of any Collateral Manager
Advances outstanding (in whole or in part), provided that the total amount paid
pursuant to this paragraph (X) on any Payment Date does not exceed the
foregoing maximum aggregate amount;
until the Subordinated Note Hurdle Return Amount has been reached (taking
into account all prior payments of interest and principal in respect of the
Subordinated Notes and any payments made or to be made on the
Subordinated Notes pursuant to paragraph (Q) of Condition 3(c)(ii) (Application
of Principal Proceeds), to the Subordinated Noteholders of Interest Amounts in
respect of Subordinated Note Interest;
subject to the prior payment of the Subordinated Note Hurdle Return Amount
(as payable pursuant to paragraph (Y) above and/or paragraph (N) of
Condition 3(c)(ii) (Application of Principal Proceeds) below), to the payment to
the Collateral Manager of the Incentive Collateral Management Fee in an
amount equal to 20 per cent. of any Interest Proceeds remaining and to the
payment of any value added tax due and payable in respect thereof; and
(AA) the remainder of any Interest Proceeds to the Subordinated Noteholders in
payment of accrued Interest Amounts in respect of Subordinated Note Interest
on a pro rata basis (determined by reference to the proportion that the principal
amount outstanding of the Subordinated Notes held by such Subordinated
Noteholder bore to the aggregate principal amount outstanding of the
Subordinated Notes Outstanding immediately prior to such payment).
(ii) Application of Principal Proceeds: Subject to paragraph (iii) (Determination of
Amounts) below, Principal Proceeds shall be applied in the following order of
priority:
(A)
(B)
(C)
to the payment of the amounts referred to in paragraphs (A) to (H) (inclusive)
and, solely in respect of a Payment Date falling on or after the enforcement of
the security over the Collateral, paragraph (Q) of Condition 3(c)(i) (Application
of Interest Proceeds) above, but only to the extent not paid in full thereunder;
in the event that either of the Senior Coverage Tests is not satisfied on the
related Determination Date as calculated by the Collateral Administrator and
confirmed by the Collateral Manager (to the extent that application of Interest
Proceeds for such purpose, as described in Condition 3(c)(i)(I) (Application of
Interest Proceeds), is insufficient), to redeem the Class I Senior Notes, in whole
or in part and following redemption in full thereof, to redeem the Class II
Senior Notes in whole or in part, to the extent necessary to cause the Senior
Coverage Tests to be met if recalculated following such redemption;
in payment on a pro rata basis (based on the respective amounts due and
payable by the Issuer under the Interest Rate Hedge Agreement or the Currency
Swap Agreements immediately prior to termination thereof) of amounts due and
payable by the Issuer to any applicable Interest Rate Hedge Counterparty or
Currency Swap Counterparty in connection with the entry into of a
Replacement Interest Rate Hedge Agreement or Replacement Currency Swap
Agreement to the extent that such amounts exceed amounts received by the
Issuer upon termination of the Interest Rate Hedge Agreement or Currency
Swap Agreement being replaced, as applicable, and in payment of any costs
associated with the entry into of additional Interest Rate Hedge Transactions or
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