VALLAURIS II CLO PLC - Irish Stock Exchange

necessary to facilitate the administration of the trusts under the Trust Deed by more
than one Trustee, pursuant to the requirements of the relevant provisions of the
Trust Deed;
(v) to modify the restrictions on and procedures for resales and other transfers of Notes
to reflect any changes in applicable law or regulation (or the interpretation thereof)
or to enable the Issuer to rely upon any exemption from registration under the
Securities Act or the Investment Company Act or applicable Irish banking or
securities laws or to remove restrictions on resale and transfer to the extent not
required thereunder or otherwise to make any such modifications to the restrictions
on and procedures for resales and other transfers of Notes as shall be necessary or
advisable;
(vi) to make such changes as shall be necessary or advisable in order for the Notes to be
(or to remain) admitted to listing and trading on the Irish Stock Exchange or any
other exchange;
(vii) save as contemplated pursuant to paragraph (c) (Substitution) below, to take any
action advisable to prevent the Issuer from becoming subject to withholding or other
taxes, fees or assessments;
(viii) to take any action advisable to prevent the Issuer from being treated as resident in
France for tax purposes or having a permanent establishment in France for tax
purposes;
(ix) to take any action advisable to prevent the Issuer from being subject to French VAT
in respect of Collateral Management Fees;
(x) to take any action advisable to prevent the Issuer from being treated as engaged in a
United States trade or business or otherwise be subject to the United States federal,
state or local income tax on a net income basis;
(xi) subject to the consent of the Class I Senior Noteholders acting by Ordinary
Resolution and subject to Rating Agency Confirmation, to enter into any additional
agreements not expressly prohibited by the Trust Deed or the Collateral Management
Agreement (as applicable) which is, in the opinion of the Trustee, not materially
prejudicial to the interests of the Noteholders of any Class;
(xii) to modify any of the Collateral Quality Tests, the Portfolio Profile Tests or the
Coverage Tests to correspond with changes in the guidelines, methodology or
standards established by any applicable Rating Agencies, subject to receipt of Rating
Agency Confirmation and the consent of the Class I Senior Noteholders acting by
Ordinary Resolution which is, in the opinion of the Trustee, not materially prejudicial
to the interests of the Noteholders of any Class;
(xiii) to make any other modification of any of the provisions of the Trust Deed, the
Collateral Management Agreement or any other Transaction Document which, in the
opinion of the Trustee, is of a formal, minor or technical nature or is made to
correct a manifest error or cure any ambiguity; and
(xiv) to make any other modification (save as otherwise provided in the Trust Deed the
Collateral Management Agreement or the relevant Transaction Document), and/or
give any waiver or authorisation of any breach or proposed breach, of any of the
provisions of the Trust Deed or any other Transaction Document which is, in the
opinion of the Trustee, not materially prejudicial to the interests of the Noteholders
of any Class, provided that the Trustee shall be entitled to consider as a relevant
factor receipt of a Rating Agency Confirmation in forming its opinion as to whether
such modification, waiver or authorisation will be materially prejudicial to the
interests of the Noteholders of any Class, and provided further that the Issuer has
notified the Controlling Class pursuant to Condition 16 (Notices) of and has not
received an objection to such proposed modification, waiver or authorisation of any
breach or proposed breach from the holders of a majority in principal amount
outstanding of the Notes of the Controlling Class within 30 days of such notification.
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