VALLAURIS II CLO PLC - Irish Stock Exchange

(e)
(f)
Exercise of Rights in Respect of the Portfolio: Pursuant to, and subject as provided in, the
Collateral Management Agreement, the Issuer authorises the Collateral Managers, prior to
enforcement of the security over the Collateral, to exercise all rights and remedies of the
Issuer in its capacity as a holder of, or person beneficially entitled to, the Portfolio. In
particular, the Collateral Managers are authorised to attend and vote at any meeting of
holders of, or other persons interested or participating in, or entitled to the rights or
benefits (or a part thereof) under, the Portfolio and to give any consent, waiver,
indulgence, time or notification, make any declaration or agree any composition,
compounding or other similar arrangement with respect to any Collateral Debt Obligations
forming part of the Portfolio.
Information Regarding the Portfolio: The Issuer shall procure that a copy of each Monthly
Report and any Note Valuation Report is mailed electronically or made available by
posting on a website upon publication thereof (or is delivered in another manner approved
by the Trustee), within two Business Days of such publication (to the address specified in
each of the requests referred to below which address shall be an electronic mail address or
other address in connection with any other method of delivery approved by the Trustee) to
each Noteholder of each Class upon request in writing therefor, together with a
Subordinated Noteholder Report to, and upon written request from, any Subordinated
Noteholder and that copies of each such Report are made available electronically (either
by mailing electronically or by posting on a website or in another manner approved by the
Trustee) to the Trustee, the Collateral Manager and each Rating Agency within two
Business Days of publication thereof.
5. Covenants of and Restrictions on the Issuer
(a) Covenants of the Issuer: As more fully described in the Trust Deed, for so long as any of
the Notes remains Outstanding, the Issuer covenants to the holders of such Outstanding
Notes that it will:
(i)
take such steps as are reasonable to enforce all its rights:
(A)
(B)
(C)
under the Trust Deed;
in respect of the Collateral; and
under each Transaction Document;
(ii)
(iii)
(iv)
(v)
(vi)
comply with its obligations under the Notes and the Transaction Documents which
are expressed to be binding on it;
keep proper books of account;
at all times (a) maintain its residence for the purposes of taxation (i) in Ireland, and
(ii) outside France, the United Kingdom and the United States and (b) will not
establish a branch, agency or place of business or register as a company in France,
the United Kingdom or the United States;
at all times ensure that each of its Directors is an Independent Director (where
‘‘Independent Director’’ means a duly appointed member of the board of directors of
the Issuer who has not been, at the time of such appointment or at any time in the
five years preceding such appointment, (a) a direct or indirect legal or beneficial
owner in either of the Collateral Managers or any of their respective Affiliates
(excluding de minimis ownership interests), (b) a creditor, supplier, employee, officer,
director, family member, manager, or contractor of the Collateral Managers or any
of their respective Affiliates, or (c) a person who controls (whether directly, indirectly,
or otherwise) the Collateral Managers or any of their respective Affiliates or any
creditor, supplier, employee, officer, director, manager, or contractor of the Collateral
Managers or any of their respective Affiliates);
maintain its books, records and accounts separately from any other Person;
(vii) conduct its business in its own name;
109