VALLAURIS II CLO PLC - Irish Stock Exchange

(g)
(h)
(i)
redeem the Class IV Mezzanine Notes, in whole or in part, and following redemption in
full thereof, to redeem the Subordinated Notes, in each case in accordance with the
Priorities of Payment set out in Condition 3(c)(ii) (Application of Principal Proceeds).
Redemption upon Failure to Appoint a Replacement Collateral Manager: In the event that a
replacement Collateral Manager has not been appointed within 90 days of receipt of notice
of resignation of either or both of the existing Collateral Managers or notice of
termination of such Collateral Manager by the Issuer or the Trustee, the Notes shall be
redeemed at their applicable Redemption Prices (including the Components of the
Structured Combination Notes), on the next following Payment Date in accordance with
the Priorities of Payment set out in Condition 3(c)(ii) (Application of Principal Proceeds)
subject to the payment of any prior ranking amounts and subject to the condition set out
in the last sentence of this paragraph. The Issuer shall notify the Trustee, the Collateral
Managers, the Collateral Administrator and the Noteholders of the occurrence of any such
event, following which 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 in order to procure that the Collateral is in immediately available
funds by the applicable Redemption Date, subject to the following condition. 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) 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) or 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 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 Redemption Price of the Rated Notes.
Redemption: All Notes in respect of which any notice of redemption is given under this
Condition 7 (Redemption and Purchase) shall be redeemed on the Redemption Date at their
applicable Redemption Prices and to the extent specified in such notice and in accordance
with the requirements of this Condition.
Purchase of Notes by the Issuer:
(i) Rated Notes: The Issuer may at any time, subject to the approval of the Collateral
Manager, purchase Class I Senior Notes, Class II Senior Notes, Class III Mezzanine
Notes or Class IV Mezzanine Notes (but not any Structured Combination Notes
which shall be required to be exchanged for Notes corresponding to Components of
which they are comprised prior to any purchase thereof) in the open market or in
privately negotiated transactions or otherwise, at a price not exceeding 100 per cent.
of their respective principal amount outstanding plus accrued interest; provided
however that no such Note shall be purchased unless:
(A) (1) in the case of Class II Senior Notes, all the Class I Senior Notes have
been redeemed in full;
(2) in the case of Class III Mezzanine Notes, all the Class I Senior Notes and
the Class II Senior Notes have been redeemed in full; and
(3) in the case of Class IV Mezzanine Notes, all the Class I Senior Notes, the
Class II Senior Notes, the Class III Mezzanine Notes, have been redeemed
in full
(B) after giving effect to such purchase, the Coverage Tests (save to the extent no
longer applicable following redemption and payment in full of the Class of
Notes to which any such tests relate) will be maintained or improved, as
notified by the Collateral Administrator to the Trustee;
121