VALLAURIS II CLO PLC - Irish Stock Exchange

(C)
(D)
the Collateral Administrator notifies to the Trustee in writing that an amount
sufficient to pay interest on the Class I Senior Notes, or in the event that the
Class I Senior Notes have been redeemed in full, on the Class II Senior Notes,
or in the event that the Class II Senior Notes have been redeemed in full, on
the Class III Mezzanine Notes, or in the event that the Class III Mezzanine
Notes have been redeemed in full, on the Class IV Mezzanine Notes, not so
purchased on the next Payment Date and all amounts required to be paid on
such Payment Date prior to such interest in accordance with the Priorities of
Payment is standing to the credit of the Interest Account and Retained Portion
Account; and
the Issuer and the Trustee have received Rating Agency Confirmation in respect
of such purchase.
(ii)
(iii)
Subordinated Notes: The Issuer may at any time purchase Subordinated Notes in the
open market or in privately negotiated transactions or otherwise provided however
that no Subordinated Note shall be purchased unless all the Class I Senior Notes, the
Class II Senior Notes, the Class III Mezzanine Notes and the Class IV Mezzanine
Notes have been redeemed in full.
Conditions to Purchase: The Collateral Manager on behalf of the Issuer shall use
either cash amounts standing to the credit of the Principal Account or the Additional
Collateral Account on the date of purchase or may sell one or more Collateral Debt
Obligations, Eligible Investments, Collateral Enhancement Obligations and/or
Defaulted Equity Securities and use the Sale Proceeds thereof to acquire any Notes to
be purchased pursuant to this Condition 7 (Redemption and Purchase), provided that
the Collateral Manager may not sell (and the Trustee shall not be required to release)
a Collateral Debt Obligation, Eligible Investment, Collateral Enhancement Obligation
and/or Defaulted Equity Security pursuant to this Condition 7 (Redemption and
Purchase) unless the Collateral Manager certifies to the Trustee that:
(A)
(B)
the Sale Proceeds from the sale of such Collateral Debt Obligations, Eligible
Investments, Collateral Enhancement Obligations and/or Defaulted Equity
Securities (based on commitments to purchase such Collateral Debt Obligations,
Eligible Investments, Collateral Enhancement Obligation and/or Defaulted
Equity Securities received by the Collateral Manager on behalf of the Issuer)
together with all or part of the amounts standing to the credit of the Principal
Account and/or Additional Collateral Account to be applied towards such
purchase will be sufficient to pay the purchase price of such Notes; and
in the case of any purchase of Subordinated Notes only, the market value of
the Collateral Debt Obligations, Eligible Investments, Collateral Enhancement
Obligations and/or Defaulted Equity Securities to be sold in such circumstances
(as determined by the Collateral Manager in its absolute discretion) does not
exceed the pro rata share of all Collateral Debt Obligations, Eligible
Investments, Collateral Enhancement Obligations and Defaulted Equity
Securities forming part of the Collateral at such time which is allocable to the
Subordinated Notes to be purchased (such allocation to be determined by
reference to the percentage which the Principal amount outstanding of the
Subordinated Notes to be purchased bear to the aggregate principal amount
outstanding of all Subordinated Notes Outstanding immediately prior to
purchase thereof).
(j) Cancellation: All Notes redeemed in full or purchased in accordance with this Condition 7
(Redemption and Purchase) will be cancelled and may not be reissued or resold.
Cancellation of any Note represented by a Global Note required by these Conditions to be
cancelled will be effected by a reduction in the principal amount outstanding of the
applicable Global Note.
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