VALLAURIS II CLO PLC - Irish Stock Exchange

in Sections 7.3 (Sale of Credit Improved Obligations), 7.4 (Sale of Credit Risk Obligations) and 7.5
(Sale of Defaulted Obligations and Defaulted Equity Securities) below) and reinvest the Sale Proceeds
thereof in Substitute Collateral Debt Obligations, such sale and reinvestment being subject to:
(a)
(b)
(c)
(d)
no Event of Default having occurred which is continuing;
the ratings assigned to the Class I Senior Notes and the ratings assigned to the Class II
Senior Notes not having been reduced by one or more rating sub-categories and the
ratings assigned to the Class III Mezzanine Notes and the ratings assigned to the Class IV
Mezzanine Notes not having been reduced by two or more rating sub- categories, in each
case from the Initial Ratings thereof, or in any such case, not having been withdrawn by
the Rating Agencies;
the Collateral Manager using all reasonable efforts to reinvest the Sale Proceeds of the
Collateral Debt Obligations in Substitute Collateral Debt Obligations within 15 Business
Days of the sale thereof;
the Collateral Administrator certifying that:
(i)
(ii)
the sum of the aggregate of the Principal Balance of the Collateral Debt Obligations
(excluding any Credit Improved Obligations, Credit Risk Obligations or Defaulted
Obligations) sold in that year (each such year being a year from, but excluding, the
Closing Date or, as the case may be an anniversary thereof, to, but excluding, the
next succeeding anniversary thereof) when aggregated with the Principal Balances of
the Collateral Debt Obligations (excluding any Credit Improved Obligations, Credit
Risk Obligations or Defaulted Obligations) to be sold does not exceed 20 per cent. of
the CDO Principal Balance as at the beginning of such year; and
the Reinvestment Criteria will be satisfied upon such sale and reinvestment; and
(e)
the Collateral Manager certifying that, where applicable, it believes that the Sale Proceeds
of the Collateral Debt Obligation sold can be reinvested in Collateral Debt Obligations
with an aggregate Principal Balance equal to or greater than the Principal Balance of the
Collateral Debt Obligation sold.
7.3 Sale of Credit Improved Obligations
Credit Improved Obligations may be sold by the Collateral Manager, acting on behalf of the
Issuer, at any time subject to no Event of Default having occurred which is continuing.
During the Non-Call Period, the Collateral Manager, acting on behalf of the Issuer, may apply
the Sale Proceeds thereof to reinvestment in Substitute Collateral Debt Obligations or in payment
into the Principal Account pending such reinvestment, such sale and reinvestment being subject to:
(a)
(b)
(c)
the Collateral Manager, acting on behalf of the Issuer, using all reasonable efforts to
reinvest the Sale Proceeds of such Credit Improved Obligations in one or more Substitute
Collateral Debt Obligations within 15 Business Days of the sale thereof; and
the Collateral Manager certifying that it believes that the Sale Proceeds of the Credit
Improved Obligation sold can be reinvested in Substitute Collateral Debt Obligations with
an aggregate Principal Balance equal to or greater than the Principal Balance of the Credit
Improved Obligation sold; and
the Collateral Administrator certifying that the Reinvestment Criteria will be satisfied upon
such sale and reinvestment.
Following the expiry of the Non-Call Period, the Sale Proceeds of Credit Improved Obligations
may, at the discretion of the Collateral Manager, acting on behalf of the Issuer, either be designated
for reinvestment in Substitute Collateral Debt Obligations or deposited in the Principal Account and
disbursed in redemption of the appropriate Classes of Notes in accordance with the Priorities of
Payment on the first Payment Date following such sale (subject always to the conditions referred to
above, except (b) in the case where such Sale Proceeds are designated for deposit in the Principal
Account). Following the end of the Reinvestment Period, Credit Improved Obligations can be sold
above par only.
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