VALLAURIS II CLO PLC - Irish Stock Exchange

(b)
(viii) pay its debts generally as they fall due;
(ix) do all such things as are necessary to maintain its corporate existence and not agree
to any dissolution;
(x) use its best endeavours to obtain and maintain a listing of the Outstanding Notes on
the Irish Stock Exchange. If however, it is unable to do so, having used such
endeavours, and if the Trustee is satisfied that the interests of the holders of the
Outstanding Notes would not thereby be materially prejudiced, the Issuer will instead
use all reasonable endeavours promptly to obtain and thereafter to maintain a listing
for such Notes on such other stock exchange(s) as it may (with the approval of the
Trustee) decide or failing such decision as the Trustee may determine;
(xi) supply such information to each Rating Agency as it may reasonably request;
(xii) use all reasonable efforts to maintain its ‘‘centre of main interest’’ (within the
meaning of Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings) in
Ireland and not to have any ‘‘establishment’’ (within the meaning of Council
Regulation (EC) No. 1346/2000 on Insolvency Proceedings) outside Ireland; and
(xiii) use all reasonable efforts to comply with its obligations set out in the Letter of
Undertaking.
Restrictions on the Issuer: As more fully described in the Trust Deed, for so long as any of
the Notes remains Outstanding, save as contemplated in the Transaction Documents the
Issuer covenants to the holders of such Outstanding Notes that (to the extent applicable) it
will not, without the written consent of the Trustee and Rating Agency Confirmation:
(i) sell, factor, discount, transfer, assign, lend or otherwise dispose of, nor create or
permit to be outstanding any mortgage, pledge, lien, charge, encumbrance or other
security interest over, any of its right, title or interest in or to the Collateral, any of
its other property or assets or any part thereof or interest therein other than in
accordance with the Trust Deed, the Euroclear Pledge Agreement, the OAT Strip
Pledge Agreement, the Natexis Zero Coupon Notes Pledge Agreement or other
Transaction Document and other than in respect of Synthetic Collateral or these
Conditions;
(ii) engage in any business other than:
(A) acquiring, managing and holding any property, assets or rights that are capable
of being effectively charged in favour of the Trustee or that are capable of
being held on trust by the Issuer in favour of the Trustee under the Trust Deed,
the OAT Strip Pledge Agreement, the Natexis Zero Coupon Notes Pledge
Agreement and/or the Euroclear Pledge Agreement;
(B) issuing and performing its obligations under the Notes;
(C) entering into, exercising its rights and performing its obligations under or
enforcing its rights under the Transaction Documents; or
(D) performing any act incidental to or necessary in connection with the above;
(iii) amend any term or condition of the Notes of any Class (save in accordance with
these Conditions and the Trust Deed);
(iv) agree to any amendment to any provision of or grant any waiver or consent under
any of the Transaction Documents;
(v) incur any indebtedness for borrowed money other than in respect of the Notes or
any document entered into in connection with the Notes or the sale thereof, including
in respect of a Synthetic Security in respect of which Synthetic Collateral has been
provided or in respect of Collateral Manager Advances or as otherwise permitted
pursuant to the Trust Deed or the Collateral Management Agreement;
(vi) amend its constitutional documents;
(vii) have any subsidiaries;
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