VALLAURIS II CLO PLC - Irish Stock Exchange

A ‘‘Relevant Tax Event’’ shall have occurred in the event that the aggregate of the
Gross Up Tax Amounts and Tax Charges is equal to or greater than ten per cent. of
the aggregate interest payments on all of the Collateral Debt Obligations during any
Due Period, where:
(A)
(B)
‘‘Gross Up Tax Amounts’’ means, in relation to any portion of any payment due
from any issuer or obligor under any Collateral Debt Obligation which, due to
the introduction of a new, or any change in, home jurisdiction or foreign tax
statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or
interpretation, becomes properly subject to the imposition of home jurisdiction
or foreign withholding tax which withholding tax is not compensated for by a
‘‘gross-up’’ provision in the terms of the Collateral Debt Obligation, the grossup
amount which would be required to cover any shortfall in such Due Period;
and
‘‘Tax Charges’’ means any taxes for which the Issuer becomes liable to any
competent taxation authority in such Due Period which are in excess of any
taxes known on the Closing Date to be payable by the Issuer at any time.
(ii) Conditions to Optional Redemption: Following receipt of confirmation from the
Principal Paying Agent of receipt of a direction from the requisite percentage of
Subordinated Noteholders (and the Structured Combination Noteholders to the extent
of the Subordinated Components thereof) to exercise any right of optional
redemption pursuant to this Condition, the Collateral Administrator shall, as soon as
practicable, and in any event not later than seven Business Days prior to the
scheduled Redemption Date (the ‘‘Redemption Determination Date’’) calculate the
‘‘Redemption Threshold Amount’’ which amount shall be the aggregate of the amounts
which would be due and payable on redemption of the Notes on the scheduled
Redemption Date pursuant to Condition 11 (Enforcement) which rank in priority to
payments in respect of the Subordinated Notes in accordance with the Priorities of
Payment.
The Notes shall not be optionally redeemed pursuant to paragraph (i) above unless
not less than seven nor more than 15 Business Days before the scheduled
Redemption Date the Issuer, based on the certification of the Collateral Manager,
shall have certified to the Trustee (which shall be entitled to rely on such certificate
without further enquiry) in a form satisfactory to the Trustee that the Expected Net
Proceeds from (i)(A) the entry into a binding agreement or agreements with one or
more financial institutions (which term shall include for the avoidance of doubt any
entity or institution which has issued or is to issue notes secured on a portfolio of
collateral loan or debt securities and in respect of which Rating Agency Confirmation
has been received by the Trustee) which (or whose guarantor under such obligations)
has a short-term senior unsecured credit rating from each of Moody’s and S&P,
respectively, of ‘‘P-1’’ and at least ‘‘A-1’’ (or, if no rating is available from Moody’s,
has a long-term senior unsecured credit rating from S&P of at least ‘‘A’’, or in
respect of which Rating Agency Confirmation has been received) and/or (B) (subject
in each case to Rating Agency Confirmation) one or more funds or other investment
vehicles established for the purpose of acquiring assets similar to the Portfolio, in
each case with settlement dates on or prior to two Business Days immediately
preceding the scheduled Redemption Date and/or (ii) the liquidation proceeds of the
Portfolio (calculated as provided below) which shall be held by or on behalf of the
Issuer in immediately available funds not later than two Business Days immediately
prior to the scheduled Redemption Date, will equal or exceed the applicable
Redemption Threshold Amount.
The ‘‘Expected Net Proceeds’’ resulting from any such proposed (i) entry into of a
binding agreement with a financial institution or (ii) liquidation of the Portfolio shall
be the sum of:
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