VALLAURIS II CLO PLC - Irish Stock Exchange

corresponding to such Class) at such time, or in relation to the OAT Strips Pledge
Agreement, unless it is directed by an Extraordinary Resolution of the holders of the Class
V Structured Combination Notes or in relation to the Natexis Zero Coupon Notes Pledge
Agreement, unless it is directed by an Extraordinary Resolution of the holders of the Class
VI Structured Combination Notes; and, in each case, the Trustee is 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. Following redemption and payment in full of the Class I Senior
Notes, the Class II Senior Notes, the Class III Mezzanine Notes and the Class IV
Mezzanine Notes, the Trustee shall, (provided it is 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), if so
directed, act as directed by an Extraordinary Resolution of the Subordinated Noteholders.
The net proceeds of enforcement of the security over the Collateral (save for the net
proceeds of enforcement of the OAT Strip Pledge Agreement which shall be paid pari
passu and rateably only to the Class V Structured Combination Noteholders in respect of
the OAT Security Component; and save for the net proceeds of enforcement of the Natexis
Zero Coupon Notes Pledge Agreement, which shall be paid pari passu and rateably only to
the Class VI Structured Combination Noteholders in respect of the Natexis Zero Coupon
Security Component) shall be credited to the Principal Account or such other account as
the Class of Noteholders entitled to direct the Trustee with respect to enforcement (in
accordance with the previous paragraph) shall designate to the Trustee and the Interest
Proceeds and Principal Proceeds so realised shall be distributed in accordance with the
Priorities of Payment.
(c)
Only Trustee to Act: Only the Trustee may pursue the remedies available under the Trust
Deed, the Euroclear Pledge Agreement, the OAT Strips Pledge Agreement and the Natexis
Zero Coupon Notes Pledge Agreement to enforce the rights of the Noteholders or of any
of the other Secured Parties under the Trust Deed, the Euroclear Pledge Agreement, the
OAT Strips Pledge Agreement and the Natexis Zero Coupon Notes Pledge Agreement and
the Notes and no Noteholder or other Secured Party may proceed directly against the
Issuer or any of its assets unless the Trustee, having become bound to proceed in
accordance with the terms of the Trust Deed, the Euroclear Pledge Agreement, the OAT
Strips Pledge Agreement and the Natexis Zero Coupon Notes Pledge Agreement fails or
neglects to do so within a reasonable period and such failure or neglect is continuing.
After realisation of the security which has become enforceable and distribution of the net
proceeds in accordance with the Priorities of Payment, no Noteholder or other Transaction
Creditor may take any further steps against the Issuer to recover any sum still unpaid in
respect of the Notes or the Issuer’s obligations to such Transaction Creditor and all claims
against the Issuer to recover any sum still unpaid in respect of the Notes or the Issuer’s
obligations to such Transaction Creditor and all claims against the Issuer in respect of
such sums unpaid shall be extinguished.
(d)
Purchase of Collateral by Noteholders: Upon any sale of any part of the Collateral
following the occurrence of an Event of Default, whether made under the power of sale
under the Trust Deed or by virtue of judicial proceedings, any Noteholder may bid for
and purchase the Collateral or any part thereof and, upon compliance with the terms of
sale, may hold, retain, possess or dispose of such property in its or their own absolute
right without accountability. In addition, any purchaser in any such sale which is a
Noteholder may deliver Notes held by it in place of payment of the purchase price for
such Collateral where the amount payable to such Noteholder in respect of such Notes
pursuant to the Priorities of Payment out of the net proceeds of such sale is equal to or
exceeds the purchase moneys so payable.
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