VALLAURIS II CLO PLC - Irish Stock Exchange

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(d) (e) notional equivalent of the Non-Euro Notional Amount (as may be increased or decreased from time to time in accordance with the terms of the relevant Currency Swap Agreements); in the case of a sale in whole of a Non-Euro Obligation (other than in the circumstances described in paragraph (e) below), two Business Days following such sale, the Currency Swap Transaction or corresponding part shall be terminated and the Issuer shall pay to the Currency Swap Counterparty the Sale Proceeds arising from such sale up to an amount not exceeding the Non-Euro Notional Amount (as may have been reduced in accordance with any amortisation or increased in an amount corresponding to the amount by which the aggregate outstanding principal amount of the relevant Non-Euro Obligation may be increased in accordance with the terms and conditions of such Non-Euro Obligation) of the related Currency Swap Transaction and the Currency Swap Counterparty shall pay to the Issuer a Euro amount equal to the Non-Euro Sale Proceeds so paid to the Currency Swap Counterparty converted into Euro at the Currency Swap Transaction Exchange Rate minus any termination payment payable to the Currency Swap Counterparty as a result of the termination (whether in whole or in part) of such Currency Swap Transaction. For all amounts exceeding the Non-Euro Notional Amount (as may have been reduced in accordance with any amortisation or increased in an amount corresponding to the amount by which the aggregate outstanding principal amount of the relevant Non-Euro Obligation may be increased in accordance with the terms and conditions of such Non-Euro Obligation) of the related Currency Swap Transaction, the Sale Proceeds thereof shall be converted into Euro, at the prevailing spot rate of exchange determined by the Collateral Manager, acting on behalf of the Issuer, and paid into the Principal Account. No termination payment shall be payable by the Currency Swap Counterparty to the Issuer in such circumstances; promptly after the Collateral Manager, acting on behalf of the Issuer, or the Currency Swap Counterparty becomes aware that a Non-Euro Obligation has become a Defaulted Obligation, it shall notify the other of the same and immediately upon receipt of such notice a period of one year or such other period as may be designated by the Issuer (after considering the recommendation of the Collateral Manager and the approval of the Currency Swap Counterparty) for recovery of amounts due in respect of such Non-Euro Obligation the subject thereof (the ‘‘Recovery Period’’), shall begin. During the Recovery Period, the Issuer shall pay to the Currency Swap Counterparty any amounts received by the Issuer in the relevant currency in respect of the Defaulted Obligation (up to an amount not exceeding, in aggregate, the Non-Euro Notional Amount of the related Currency Swap Transactions, save for any Currency Swap Transaction for mezzanine assets where the Non-Euro Notional Amount may be adjusted in accordance with the increase or decrease in the outstanding principal amount of such assets) and the Currency Swap Counterparty shall in return pay to the Issuer a Euro amount equal to such recoveries converted into Euro at the Currency Swap Transaction Exchange Rate. Any payments received by the Issuer in respect of the Defaulted Obligation in excess of the Non-Euro Notional Amount shall be paid to the Currency Swap Counterparty who shall in return pay to the Issuer a Euro amount equal to such excess recoveries converted into Euro at the then prevailing spot rate of exchange, determined in accordance with the terms of the relevant Currency Swap Agreement. The Collateral Manager, acting on behalf of the Issuer, may sell a Defaulted Obligation at any time during the Recovery Period, provided that if all or part of such Defaulted Obligation is still outstanding on the date which falls one month prior to the end of the Recovery Period, the Collateral Manager, acting on behalf of the Issuer, shall (subject to and in accordance with the Collateral Management Agreement) use reasonable efforts to sell such Defaulted Obligation and to accept and settle (on behalf of the Issuer) any firm offer (including any firm offer from the Currency Swap Counterparty as described below) to buy such Defaulted Obligation by no later than the expiry of the Recovery Period. If the Collateral Manager, acting on behalf of the Issuer, is unable to sell the Defaulted Obligation by the date which falls one month prior to the end of the Recovery Period, the Currency Swap Counterparty will have the option to make a bid on 181
the Defaulted Obligation at the fair market value thereof. If no higher bids are received by the Collateral Manager by the end of the Recovery Period, acting on behalf of the Issuer, the Defaulted Obligation will be sold to the Currency Swap Counterparty at a price equal to such fair market value. Following any sale of the Defaulted Obligation, the Currency Swap Transaction shall be terminated and no termination payments or unwind costs shall be payable by either party and the Issuer shall pay the Sale Proceeds thereof to the Currency Swap Counterparty and the Currency Swap Counterparty will pay to the Issuer an amount equal to such Sale Proceeds converted into Euro at the Currency Swap Transaction Exchange Rate. If the Collateral Manager, acting on behalf of the Issuer is unable to sell the Defaulted Obligation prior to the end of the Recovery Period, the Currency Swap Transaction shall be cancelled two Business Days after the expiry of the Recovery Period with no termination payments being payable by either party and, to the extent that after expiry of the Recovery Period the Collateral Manager, acting on behalf of the Issuer, is able to sell the Defaulted Obligation, the Sale Proceeds thereof shall be converted into Euro, at the prevailing spot rate of exchange determined by the Collateral Manager, acting on behalf of the Issuer, and paid into the Principal Account. Any amounts in the nature of interest or principal which would constitute Principal Proceeds if converted into Euro in excess of the relevant Non-Euro Notional Amount (as may have been reduced in accordance with any amortisation or increased in an amount corresponding to the amount by which the aggregate outstanding principal amount of the relevant Non-Euro Obligation may be increased in accordance with the terms and conditions of such Non-Euro Obligation) shall be (i) converted into Euro by the Issuer at the then prevailing spot rate of exchange determined by the Collateral Manager, acting on behalf of the Issuer, and paid to the Currency Swap Counterparty in an amount equal to such amount of interest and principal denominated in Euro following conversion into Euro at the Currency Swap Transaction Exchange Rate to the extent that any payment has been made by the Currency Swap Counterparty prior to such Non-Euro Obligation becoming a Defaulted Obligation and in respect of which a corresponding payment had not been made by the Issuer and (ii) converted into Euro, at the then prevailing spot rate of exchange determined by the Collateral Manager, acting on behalf of the Issuer, in all other cases. (f) in the case of any other prepayment in respect of the Currency Swap Transaction (including such prepayment as may have been made in accordance with any amortisation), the Issuer shall pay to the Currency Swap Counterparty all amounts so received in respect of such prepayment (the ‘‘Prepayment Receipts’’) and the Currency Swap Counterparty shall pay to the Issuer a Euro amount equal to such Prepayment Receipts converted at the Currency Swap Transaction Exchange Rate and the Currency Swap Transaction shall terminate (in the case of a prepayment in whole, in whole or, in the case of a prepayment in part, including without limitation pursuant to any amortisation, in part). No termination payment shall be payable by either party in such circumstances. The Issuer shall only be obliged to pay to any Currency Swap Counterparty such amounts as it actually receives in respect of any Non-Euro Obligation and shall not under any circumstances be obliged to pay any additional amounts to the Currency Swap Counterparty in respect thereof. All amounts received by the Issuer in respect of Non-Euro Obligations shall be paid into the appropriate Currency Account. Amounts payable by the Issuer to the Currency Swap Counterparty upon termination of any Currency Swap Transaction in the circumstances where such termination payment is due will be paid out of (i) first, the amounts standing to the credit of the applicable Currency Account and (ii) secondly, out of Interest Proceeds or Principal Proceeds available for such purposes in accordance with the Priorities of Payment, and will not exceed such amounts. All amounts received by the Issuer from the Currency Swap Counterparty in respect of any Currency Swap Transaction shall be paid into the Interest Account and/or the Principal Account subject to and in accordance with Condition 3(i) (Accounts). The Collateral Manager, acting on behalf of the Issuer, shall convert all amounts received by it in respect of any Non-Euro Obligation which is no longer the subject of a related Currency Swap Transaction into Euro promptly upon receipt thereof at the then prevailing spot rate of exchange and 182
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Prospectus dated 26 July 2006 VALLA
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information is in accordance with t
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AVAILABLE INFORMATION To permit com
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Page 4. Final Effective Date ......
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The Collateral Administrator: Branc
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Class VI Structured Combination Not
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Use of Proceeds: Priorities of Paym
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Collateral Quality Tests Overcollat
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Principal Repayments: Reinvestment
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Redemption upon an Effective Date R
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Purchase of Collateral Debt Obligat
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their respective functions under th
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Treatment of Interest Proceeds: Acc
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Authorised Denominations: Form, Reg
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The Depositary: Additional Issuance
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Component. In addition, Class VI St
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the obligor group. Second Lien Loan
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eferred to herein as ‘‘Particip
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Collateral Debt Obligation is enter
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Collateral Manager. The need to sat
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subject the Notes to an additional
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that Collateral Debt Obligations is
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3.4 Subordination of Structured Com
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3.9 Mandatory Redemption of the Not
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compensate for such withholding tax
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Condition 14(b) (Modification and W
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investment decisions for the Issuer
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In relation to the disposal of asse
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Investment Tax Act (the ‘‘Inves
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another member state, except that A
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payments, distributions, votes or c
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in each case, including any value a
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‘‘Class IV Interest Coverage Ra
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‘‘Credit Improved Obligation’
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Balance of all Collateral Debt Obli
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‘‘Effective Date Requirements
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next following Payment Date, an amo
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‘‘Interest Determination Date
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(a) a secured mezzanine loan or oth
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such obligation to purchase or othe
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(e) the Principal Balance of any Co
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(b) any Subordinated Note to be red
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(d) the retention of such Retained
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‘‘Securities Act’’ means th
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(a) such Synthetic Security will no
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2. Form and Denomination, Title, Tr
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more bids from one or more brokers
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(2) any Interest Rate Hedge Termina
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(X) (Y) (Z) at the option of the Co
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III Mezzanine Notes, in whole or in
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Failure to Appoint a Replacement Co
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Obligation (save in the case of (i)
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the avoidance of doubt, any schedul
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(BB) termination of the Interest Ra
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(b) (c) (d) at any time in repaymen
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(I) (J) (K) (L) The Retained Portio
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pursuant thereto provided that such
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amount being referred to herein as
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(b) (viii) pay its debts generally
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Notes in accordance with Condition
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nearest one hundred-thousandth of a
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the Class II Senior Notes the Class
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(A) (B) (C) in respect of each Coll
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immediately prior to the related Pa
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(C) (D) the Collateral Administrato
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(b) (c) on the Register at the clos
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(d) as a result of presentation for
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(d) (e) (i) (ii) If an Event of Def
Page 137 and 138: 12. Prescription (a) Note represent
Page 139 and 140: necessary to facilitate the adminis
Page 141 and 142: Except where expressly provided oth
Page 143 and 144: Combination Notes, in the proportio
Page 145 and 146: FORM OF THE NOTES References below
Page 147 and 148: interests in the Exchanged Global N
Page 149 and 150: BOOK-ENTRY CLEARANCE PROCEDURES AND
Page 151 and 152: Book-Entry Interests owned through
Page 153 and 154: A person acquiring a Book-Entry Int
Page 155 and 156: RATINGS OF THE NOTES It is a condit
Page 157 and 158: EXPECTED AVERAGE LIVES OF THE NOTES
Page 159 and 160: Deutsche International Finance (Ire
Page 161 and 162: DESCRIPTION OF THE COLLATERAL MANAG
Page 163 and 164: A three-dimensional organization -
Page 165 and 166: Contribution to revenues (consolida
Page 167 and 168: Directors’ work is prepared and o
Page 169 and 170: Jean-Luc Simon - CDO Director Jean-
Page 171 and 172: on behalf of, the Issuer of Synthet
Page 173 and 174: the Interest Account and/or to the
Page 175 and 176: to a non-default rate or an improve
Page 177 and 178: connection with any such sale or re
Page 179 and 180: in Sections 7.3 (Sale of Credit Imp
Page 181 and 182: 7.6 Unscheduled Principal Proceeds
Page 183 and 184: (b) in the case of proceeds resulti
Page 185 and 186: Obligation. For the avoidance of do
Page 187: Institution, having a credit rating
Page 191 and 192: (a) where the Issuer, following con
Page 193 and 194: In the event that the Issuer receiv
Page 195 and 196: (C) at its own cost, (i) in the cas
Page 197 and 198: Upon the occurrence of any Event of
Page 199 and 200: For purposes of calculating the Div
Page 201 and 202: Aggregate Industry Equivalent Unit
Page 203 and 204: (3) shall be two subcategories abov
Page 205 and 206: (i) (ii) (iii) if such Collateral D
Page 207 and 208: Moody’s Recovery Rate Table Oblig
Page 209 and 210: Reinvestment Period, with the appli
Page 211 and 212: 11.10 S&P CDO Evaluator Test The
Page 213 and 214: DESCRIPTION OF THE COLLATERAL MANAG
Page 215 and 216: Collateral Management Agreement (Ap
Page 217 and 218: DESCRIPTION OF THE COLLATERAL ADMIN
Page 219 and 220: DESCRIPTION OF THE REPORTS 1. Month
Page 221 and 222: (P) (Q) which consist of Participat
Page 223 and 224: Class I Senior Notes, Class II Seni
Page 225 and 226: In certain circumstances, Irish tax
Page 227 and 228: amount of interest paid, but also o
Page 229 and 230: General The following summary descr
Page 231 and 232: ‘‘grossed up’’ for any mate
Page 233 and 234: maturity of such Notes will be the
Page 235 and 236: extent thereof), with payments attr
Page 237 and 238: PREFERRED EQUITY CERTIFICATES AND T
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or more (measured by vote or value)
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values at the time of purchase. A s
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associated territories. These apply
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The Class IV Mezzanine Notes, the S
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Any Plan fiduciary that proposes to
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For the avoidance of doubt, all ref
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(h) (i) (j) (k) (l) (m) any company
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means of sufficient information on
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(c) (d) (e) restrictions described
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(g) representations and warranties.
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PLAN AS DEFINED IN SECTION 3(3) OF
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THE TERMS OF THE TRUST DEED. EACH T
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GENERAL INFORMATION 1. Clearing Sys
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11. Expenses The total expenses rel
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CDO Liabilities....................
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Currency Swap Counterparty.........
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Initial Ratings ...................
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OAT Strips Pledge Agreement .......
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Registered Notes ..................
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Synthetic Counterparty Default ....
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imprima de bussy — C94339
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