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VALLAURIS II CLO PLC - Irish Stock Exchange

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their respective functions under the Collateral Management<br />

Agreement each of the Collateral Managers shall ensure that the<br />

portion of the Portfolio for which it is responsible is managed in<br />

compliance with the terms of the Collateral Management<br />

Agreement and the Conditions of the Notes. Natexis Banques<br />

Populaires will procure that Natexis Asset Management will<br />

comply with its obligations as a Collateral Manager under the<br />

Collateral Management Agreement (including its obligation to<br />

manage the categories of Collateral Debt Obligations to be<br />

managed by it in compliance with the Collateral Management<br />

Agreement and the Conditions of the Notes). The Collateral<br />

Managers shall prior to making investment or disposal decisions<br />

consult with each other with a view to ensuring that the Portfolio<br />

complies with the terms of the Collateral Management Agreement<br />

and the Conditions of the Notes (and, in particular to ensure<br />

compliance with the obligations of the Collateral Managers<br />

thereunder in respect of the Investment Objectives and the<br />

Collateral Quality Tests to the extent required under the terms of<br />

the Collateral Management Agreement).<br />

Sale of Collateral Debt Obligations: Subject to the terms of the<br />

Collateral Management Agreement, the following categories of<br />

Collateral Debt Obligations or Defaulted Equity Securities owned<br />

by the Issuer may be sold in the following circumstances:<br />

(a) at any time:<br />

(i) any Defaulted Obligation;<br />

(ii) any Defaulted Equity Security;<br />

(iii) any Credit Risk Obligation; and<br />

(iv) any Credit Improved Obligation;<br />

(b) at any time during the Reinvestment Period: any Collateral<br />

Debt Obligation which is not a Credit Improved Obligation, a<br />

Credit Risk Obligation or a Defaulted Obligation provided<br />

that all such sales (measured by reference to the aggregate<br />

Principal Balance of the Collateral Debt Obligations<br />

(excluding any Credit Improved Obligations, Credit Risk<br />

Obligations or Defaulted Obligations) sold in that year (each<br />

such year being a year from, but excluding, the Closing Date<br />

or, as the case may be an anniversary thereof, to, but<br />

excluding, the next succeeding anniversary thereof)(and<br />

excluding any sales pursuant to paragraph (a) above)) do<br />

not exceed 20 per cent. of the CDO Principal Balance as at the<br />

most recent to have occurred of the Closing Date and each<br />

anniversary thereof.<br />

subject in each case to certain restrictions described under<br />

‘‘Description of the Portfolio – Management of the Portfolio –<br />

Overview’’ below.<br />

Treatment of Sale Proceeds and Principal Proceeds: The proceeds of<br />

sale of Collateral Debt Obligations in the circumstances provided<br />

above, together with any other Principal Proceeds received, will be<br />

applied by the Collateral Administrator, acting on behalf of the<br />

Issuer:<br />

16

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