VALLAURIS II CLO PLC - Irish Stock Exchange

Collateral Management Agreement (Appointment of a Successor Collateral Manager), within 90 days
of the receipt of notice of such resignation or termination the Notes shall be redeemed (subject to
certain thresholds, in terms of the liquidation value of the Collateral) on the next following Payment
Date. See Condition 7(g) (Redemption upon Failure to Appoint a Replacement Collateral Manager).
Automatic Resignation or Removal of both Collateral Managers In the event that one only of the
Collateral Managers resigns or is removed in accordance with the provisions of the Collateral
Management Agreement then the appointment of the other Collateral Manager shall automatically be
terminated on the same date unless the replacement collateral manager is an Affiliate of the Collateral
Manager.
Replacement Collateral Manager No termination or resignation shall be effective unless a
replacement collateral manager has agreed to assume all the duties and obligations arising out of the
Collateral Management Agreement and the Trust Deed, in accordance with the terms and conditions
of the Collateral Management Agreement, Rating Agency Confirmation has been received in respect
thereof and the appointment of any such replacement collateral manager has been notified to the
Noteholders and has not been vetoed by a direction in writing of a majority of the holders of the
aggregate principal amount outstanding of the Controlling Class, in each case within 20 days of
issuance of such notice. Pursuant to the terms of the Collateral Management Agreement, the Issuer
and any successor Collateral Manager may agree a level of compensation other than payable as
described herein (subject to Rating Agency Confirmation) and the Controlling Class and the
Subordinated Noteholders (in each case, acting by Ordinary Resolution) may agree with the Issuer
and a successor Collateral Manager to any other changes to the duties and obligations of the
Collateral Manager set forth in the Collateral Management Agreement (subject to Rating Agency
Confirmation).
Assignment
The Collateral Managers may assign their rights or responsibilities under the Collateral
Management Agreement on the terms set out therein.
Information
In relation to each Non-Euro Obligation, the Collateral Manager shall be obliged to inform the
Issuer and any Currency Swap Counterparty (i) of any Non-Euro Obligation becoming a Defaulted
Obligation, a Credit Risk Obligation or a Credit Improved Obligation promptly upon it becoming
aware of the same or (ii) if a Non-Euro Obligation should be sold.
Holding of Notes by Natexis Banques Populaires
Natexis Banques Populaires has undertaken in the Collateral Management Agreement that for
as long as it acts as Collateral Manager to the Issuer, it or one or more of its Affiliates will purchase
and hold to maturity or earlier redemption at least A6,440,000 aggregate principal amount outstanding
of Subordinated Notes other than in circumstances where they are advised such holding breaches any
law and regulation by which they or the Issuer are bound or with which Natexis Banques Populaires
or its Affiliates habitually comply. Natexis Banques Populaires has represented in the Collateral
Management Agreement that it will not at any time hold more than 90 per cent. of the Senior Notes.
Voting Rights of the Collateral Managers
Any Notes held by (or on behalf of) either of the Collateral Managers, or one or more of their
respective Affiliates thereof, will have no voting rights with respect to any vote (or written direction
or consent) in connection with the removal of one or both of the Collateral Managers (with or
without cause) and will be deemed not to be Outstanding in connection with any such vote; provided
however that any Notes held by either of the Collateral Managers, or one or more of their respective
Affiliates will, save as otherwise expressly provided, have voting rights (including in respect of written
directions and consents) with respect to all other matters as to which Noteholders are entitled to
vote, including, without limitation, any vote in connection with the appointment of a replacement
Collateral Manager which is not Affiliated with either of the Collateral Managers in accordance with
the Collateral Management Agreement.
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