VALLAURIS II CLO PLC - Irish Stock Exchange

eceived to each of the Issuer, the Trustee, the Collateral Administrator and the
Collateral Manager. In the event that the holders of the Subordinated Notes acting
by Extraordinary Resolution deliver such Redemption Notices and Subordinated
Notes to the Transfer Agents as provided in this paragraph (iii), the Principal Paying
Agent shall, within no less than 15 Business Days prior to the applicable Redemption
Date, notify the Issuer, the Trustee, the Collateral Manager and the Noteholders (in
accordance with Condition 16 (Notices)) of such failure to exercise the option and all
such Subordinated Notes and Structured Combination Notes and accompanying
Redemption Notices shall be returned to such Noteholders.
Notwithstanding the above, where the Subordinated Notes are represented by one or
more Global Notes, the Subordinated Noteholders’ option in this Condition may be
exercised by the holder of such Global Note representing Subordinated Notes giving
notice to the Principal Paying Agent of the principal amount outstanding of
Subordinated Notes in respect of which the option is exercised and presenting such
Global Note for endorsement of exercise within the time limit specified above.
The Collateral Administrator shall notify the Issuer, the Trustee, the Collateral
Manager and the Noteholders upon satisfaction of any of the conditions set out in
paragraph (ii) above and the Collateral Manager shall arrange for liquidation and/or
realisation of the Collateral on behalf of the Issuer in accordance with the Collateral
Management Agreement. The Issuer shall deposit, or cause to be deposited, the funds
required for an optional redemption of the Notes in accordance with Condition 7(b)
(Optional Redemption) in the Payment Account on or before the Business Day prior
to the applicable Redemption Date. Principal Proceeds and Interest Proceeds received
in connection with such redemption shall be payable in accordance with the Priorities
of Payment.
(c)
Redemption upon Breach of Coverage Tests:
(i) Senior Notes: If either of the Senior Coverage Tests is not met on any Determination
Date as calculated by the Collateral Administrator and confirmed by the Collateral
Manager, Interest Proceeds transferred to the Payment Account (including, if
necessary, amounts transferred from the Additional Collateral Account) immediately
prior to the related Payment Date, net of amounts payable pursuant to paragraphs
(A) through (H) of Condition 3(c)(i) (Application of Interest Proceeds), will be used,
in accordance with the Priorities of Payment, to redeem the Class I Senior Notes, in
whole or in part, and following redemption thereof, to redeem the Class II Senior
Notes in whole or in part, until each such Coverage Test is satisfied if recalculated
following such redemption and, to the extent that either of such Coverage Tests is
not satisfied following the payment of such Interest Proceeds, the Principal Proceeds
transferred to the Payment Account immediately prior to the related Payment Date,
net of amounts payable pursuant to paragraph (A) of Condition 3(c)(ii) (Application
of Principal Proceeds), will be used to redeem the Senior Notes as provided above,
until each such Coverage Test is satisfied, if recalculated following such redemption.
(ii) Class III Mezzanine Notes: If either of the Class III Coverage Tests is not met on
any Determination Date as calculated by the Collateral Administrator and confirmed
by the Collateral Manager, Interest Proceeds transferred to the Payment Account
(including, if necessary, amounts transferred from the Additional Collateral Account)
immediately prior to the related Payment Date, net of amounts payable pursuant to
paragraphs (A) to (K) of Condition 3(c)(i) (Application of Interest Proceeds), will be
used in accordance with the Priorities of Payment, to redeem the Class I Senior
Notes, in whole or in part, and following redemption in full thereof, to redeem the
Class II in whole or in part, and, following redemption in full thereof, to redeem the
Class III Mezzanine Notes, on the related Payment Date until each such Coverage
Test is satisfied if recalculated following such redemption and, to the extent that
either of such Class III Coverage Tests is not satisfied following the payment of such
Interest Proceeds, the Principal Proceeds transferred to the Payment Account
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