VALLAURIS II CLO PLC - Irish Stock Exchange

Redemption upon an Effective Date
Rating Event:
Redemption upon
Failure to Appoint a Replacement
Collateral Manager:
Repayments of Principal
on and Rights under the Structured
Combination Notes:
redeem the Class I Senior Notes, in whole or in part, and following
redemption in full thereof, to redeem the Class II Senior Notes, in
whole or in part, and, following redemption in full thereof, to
redeem the Class III Mezzanine Notes, in whole or in part, to the
extent required to cause each Class III Coverage Test to be satisfied
if recalculated following such redemption and repayment. If either
of the Class IV Coverage Tests is not satisfied on any
Determination Date as calculated by the Collateral Administrator
and confirmed by the Collateral Manager, on the Payment Date
next following such Determination Date, Interest Proceeds, and
thereafter Principal Proceeds will be used, subject to the Priorities
of Payment, to the extent necessary and available, to redeem the
Class I Senior Notes, in whole or in part, and following redemption
in full thereof, to redeem the Class II Senior Notes, in whole or in
part, and, following redemption in full thereof, to redeem the Class
III Mezzanine Notes, in whole or in part, and, following
redemption in full thereof, to redeem the Class IV Mezzanine
Notes, in whole or in part, to the extent required to cause each
Class IV Coverage Test to be satisfied if recalculated following such
redemption and repayment. See Conditions 3(c) (Priorities of
Payment) and 7(c) (Redemption upon Breach of Coverage Tests).
In the event that an Effective Date Rating Event has occurred and
is continuing on the first Business Day prior to the Payment Date
(and each subsequent Payment Date thereafter to the extent
required) next following the Initial Effective Date or the Final
Effective Date (as applicable), Interest Proceeds and thereafter
Principal Proceeds will be applied on such Payment Date to redeem
the Class I Senior Notes, in whole or in part, and following
redemption in full thereof, to redeem the Class II Senior Notes, in
whole or in part, and, following redemption in full thereof, to
redeem the Class III Mezzanine Notes, in whole or in part, and,
following redemption in full thereof, to redeem the Class IV
Mezzanine Notes, in whole or in part, until fully redeemed or, if
earlier, until an Effective Date Rating Event is no longer
continuing. See Condition 7(d) (Redemption upon an Effective
Date Rating Event).
In the event that either or both of the Collateral Managers resigns
or its appointment is terminated pursuant to the Collateral
Management Agreement and a new collateral manager has not
been appointed in accordance with the provisions of the Collateral
Management Agreement within 90 days of receipt of notice of such
termination or resignation, all (but not some only) of the Class I
Senior Notes, the Class II Senior Notes, the Class III Mezzanine
Notes, the Class IV Mezzanine Notes and the Subordinated Notes
shall be redeemed at their applicable Redemption Prices on the next
following Payment Date in accordance with the Priorities of
Payment set out in Condition 3(c)(ii) (Application of Principal
Proceeds) and subject to the payment of any prior ranking
amounts. See Condition 7(g) (Redemption upon Failure to Appoint
a Replacement Collateral Manager).
On each Payment Date on which any repayments of principal are
made in respect of the Subordinated Notes, a portion of such
payment shall be allocated to the Structured Combination Notes of
which the Subordinated Component is a part in the proportion that
the principal amount of such Component bears to the principal
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