VALLAURIS II CLO PLC - Irish Stock Exchange

amount being referred to herein as a ‘‘shortfall’’), the obligations of the Issuer in respect of
the Notes of each Class and its obligations to the other Transaction Creditors in such
circumstances will be limited to such net proceeds which shall be applied in accordance
with the Priorities of Payment. In such circumstances the other assets (if any) of the Issuer
will not be available for payment of such shortfall which shall be borne by the Transaction
Creditors in accordance with the Priorities of Payment (applied in reverse order), the rights
of the Transaction Creditors to receive any further amounts in respect of such obligations
shall be extinguished and none of the Noteholders of each Class or the other Transaction
Creditors may take any further action to recover such amounts. Except as provided in the
Trust Deed, none of the Noteholders of any Class, the Trustee or the other Transaction
Creditors (nor any other person acting on behalf of any of them) shall be entitled at any
time until two years and one day after the date of redemption of the latest maturing Note
to institute against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganisation, arrangement, insolvency, winding-up or liquidation proceedings
or other proceedings under any applicable bankruptcy or similar law in connection with
any obligations of the Issuer relating to the Notes of any Class, the Trust Deed or
otherwise owed to the Transaction Creditors, save for lodging a claim in the liquidation of
the Issuer which is initiated by another party or taking proceedings to obtain a declaration
or judgment as to the obligations of the Issuer.
None of the Trustee, the Corporate Administrator, the Lead Manager, the Joint Lead
Managers, the Collateral Managers, the Collateral Administrator or the Custodian has any obligation
to any Noteholder of any Class for payment of any amount by the Issuer in respect of the Notes of
such Class.
The Components shall be limited recourse obligations of the Issuer to the extent of the
Underlying Notes to which they relate and each Class of Structured Combination Notes shall be
limited recourse obligations of the Issuer to the extent of their respective Components. The Class V
Structured Combination Notes are limited recourse obligations of the Issuer to the extent (i) in the
case of the OAT Strips Portion, the OAT Security Component and (ii) in the case of the Class V
Subordinated Component, the Subordinated Notes. The Class VI Combination Notes are limited
recourse obligations of the Issuer to the extent (i) in the case of the Natexis Zero Coupon Notes
Portion, the Natexis Zero Coupon Security Component and (ii) in the case of the Class VI
Subordinated Component, the Subordinated Notes.
(d)
Acquisition and Sale of Portfolio: The Collateral Managers are required to manage the
Portfolio and act in specific circumstances in relation to the Portfolio on behalf of the
Issuer pursuant to the terms of, and subject to the parameters set out in, the Collateral
Management Agreement. The duties of the Collateral Managers thereunder in managing
the Portfolio include (among other things): (i) the making of investment decisions in
relation to the purchase of Collateral Debt Obligations to be purchased on or about the
Closing Date; (ii) the acquisition on behalf of the Issuer during the Investment Period of
Additional Collateral Debt Obligations pursuant to the Collateral Management Agreement;
(iii) the investment in Eligible Investments; (iv) the sale of certain of the Collateral Debt
Obligations during the Reinvestment Period (subject to, inter alia, a yearly limit in respect
of such sales to 20 per cent. of the CDO Principal Balance as at the beginning of such
year (but such limit to exclude the sale of any Credit Improved Obligations, Credit Risk
Obligations and Defaulted Obligations) and thereafter (v) in certain circumstances the
acquisition of Substitute Collateral Debt Obligations. The Collateral Managers are required
to monitor the Collateral Debt Obligations with a view to seeking to determine whether
any Collateral Debt Obligation has converted into, or been exchanged for, a Defaulted
Equity Security or become a Credit improved Obligation, Defaulted Obligation or Credit
Risk Obligation, provided that, if they fail to do so, except by reason of acts constituting
bad faith, wilful misconduct or negligence in the performance of its obligations, no
Noteholder, shall have any recourse against any of the Issuer, the Collateral Managers, the
Collateral Administrator, the Custodian, the Registrar or the Trustee for any loss suffered
as a result of such failure.
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