VALLAURIS II CLO PLC - Irish Stock Exchange

(d)
(e)
(i)
(ii)
If an Event of Default (other than an Event of Default pursuant to Condition
10(a)(i) (Non-payment of interest) where the Issuer has not failed to pay interest on
the Class I Senior Notes and other than an Event of Default pursuant to Condition
10(a)(ii) (Non-payment of principal)) occurs and is continuing, the Trustee, at its
discretion, may and, if any Event of Default occurs the Trustee shall, if so directed
by an Extraordinary Resolution of the holders of the Controlling Class at such time
(subject to being indemnified to its satisfaction against all liabilities, proceedings,
claims and demands to which it may thereby become liable and all costs, charges and
expenses which may be incurred by it in connection therewith), give notice to the
Issuer that all the Notes are to be immediately due and payable.
Upon any such notice being given to the Issuer in accordance with paragraph (i) of
this Condition 10(c) (Acceleration) all of the Notes shall immediately become due and
repayable at their applicable Redemption Prices, provided that no such notice shall be
required in the case of the Event of Default referred to in Condition 10(a)(vi)
(Insolvency Proceedings), the occurrence of which shall result in automatic acceleration
of the Notes in accordance with this Condition.
Restriction on Acceleration of Notes: No acceleration of the Notes shall be permitted
pursuant to this Condition by the holders of any Class of Notes other than the holders of
the Controlling Class as provided in Condition 10(c) (Acceleration) or unless and until the
acceleration of any other Class of Notes is simultaneous with, or occurs subsequent to,
acceleration by the holders of such Controlling Class.
Notification and Confirmation of No Default: The Issuer shall promptly notify the Trustee,
the Collateral Manager and the Rating Agencies upon becoming aware of the occurrence
of an Event of Default or Potential Event of Default. The Trust Deed contains provisions
for the Issuer to provide written confirmation to the Trustee and the Rating Agencies on
an annual basis or on request that no Event of Default or Potential Event of Default has
occurred and that no other matter which is required (pursuant thereto) to be brought to
the Trustee’s attention has occurred.
11. Enforcement
(a) Security Becoming Enforceable: The security constituted under the Trust Deed, the
Euroclear Pledge Agreement, the Natexis Zero Coupon Notes Pledge Agreement and the
OAT Strips Pledge Agreement over the Collateral shall become enforceable upon an
acceleration of any of the Notes pursuant to Condition 10 (Events of Default).
(b)
Enforcement: At any time after the Notes become due and payable and the security under
the Trust Deed, the Euroclear Pledge Agreement, the OAT Strips Pledge Agreement and
the Natexis Zero Coupon Notes Pledge Agreement becomes enforceable, the Trustee may
at its discretion and without further notice institute such proceedings against the Issuer as
it may think fit to enforce the terms of the Trust Deed, the Euroclear Pledge Agreement,
the OAT Strips Pledge Agreement, the Natexis Zero Coupon Notes Pledge Agreement and
the Notes and pursuant and subject to the terms of the Trust Deed, the Euroclear Pledge
Agreement, the OAT Strips Pledge Agreement and the Natexis Zero Coupon Notes Pledge
Agreement, realise and/or otherwise liquidate the Collateral, OAT Strip Collateral and
Natexis Zero Coupon Collateral and/or take such action as may be permitted under
applicable laws against any obligor in respect of the Collateral, OAT Strips Collateral and
Natexis Zero Coupon Collateral and/or take any other action to enforce the security over
the Collateral, OAT Strips Collateral and Natexis Zero Coupon Collateral, in each case
without any liability as to the consequence of any action and without having regard (save
to the extent provided in Condition 14(d) (Entitlement of the Trustee and Conflicts of
Interest)) to the effect of such action on individual Noteholders of any Class or any other
Secured Party.
The Trustee shall not be bound to institute any such proceedings or take any such other
action unless it is directed by an Extraordinary Resolution of the holders of the
Controlling Class (including the Components of a Structured Combination Note
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