VALLAURIS II CLO PLC - Irish Stock Exchange

over the OAT Strips Portion held in Euroclear through the account of the Custodian. The pledged
securities will be used solely to secure and discharge amounts due in relation to the Class V
Structured Combination Notes and the holders thereof. In respect of the Natexis Zero Coupon
Security Component only, holders of the Class VI Structured Combination Notes will have the benefit
of a Belgian law Natexis Zero Coupon Notes Pledge Agreement, under which the Issuer will grant a
pledge over the Natexis Zero Coupon Notes Portion held in Euroclear through the account of the
Custodian. The pledged securities will be used solely to secure and discharge amounts due in relation
to the Class VI Structured Combination Notes and the holders thereof.
3.16 Net Proceeds Less than Aggregate Amount of the Notes
It is anticipated that the proceeds received by the Issuer on the Closing Date from the issuance
of the Notes, net of certain fees and expenses, will be less than the aggregate principal amount
outstanding of the Notes. Consequently, it is anticipated that on the Closing Date the proceeds of the
Collateral will be insufficient to redeem the Notes upon the occurrence of an Event of Default on or
about that date.
3.17 Resolutions, Amendments and Waivers and Voting Threshold Requirements of the Notes
Decisions may be taken by Noteholders by way of Ordinary Resolution or (save in the case of
the Class I Senior Notes) Extraordinary Resolution, in each case, either acting together or, to the
extent specified in any applicable Transaction Document, as a Class of Noteholders acting
independently. Such Resolutions can be effected either at a duly convened meeting of the applicable
Noteholders or by the applicable Noteholders resolving in writing. Meetings of the Noteholders may
be convened by the Issuer, the Trustee or by one or more Noteholders holding not less than ten per
cent. in aggregate principal amount outstanding of the Notes Outstanding of a particular Class,
subject to certain conditions including minimum notice periods.
The Trustee may, based on an opinion of counsel and/or certificates of holders of one or more
Classes of Notes, determine that any proposed Ordinary Resolution or Extraordinary Resolution
affects only the holders of one or more Classes of Notes, in which event the required quorum and
minimum percentage voting requirements of such Ordinary Resolution or Extraordinary Resolution
may be determined by reference only to the holders of that Class or Classes of Notes.
In the event that a meeting of Noteholders is called to consider a Resolution, determination as
to whether the requisite number of Notes have been voted in favour of such Resolution will be
determined by reference to the percentage which the Notes voted in favour represent of the total
amount of Notes held or represented by any person or persons entitled to vote which are present at
such meeting and not by the aggregate principal amount outstanding of all such Notes which are
entitled to be voted in respect of such Resolution. This means that a lower percentage of Noteholders
may pass a Resolution which is put to a meeting of Noteholders than would be required for a
Written Resolution in respect of the same matter. There are however quorum provisions which
provide that a minimum number of Noteholders representing a minimum amount of the aggregate
principal amount outstanding of the applicable Class or Classes of Notes be present at any meeting
to consider an Extraordinary Resolution or Ordinary Resolution. In the case of an Extraordinary
Resolution, this is two or more persons holding or representing not less than 50 per cent. of the
aggregate principal amount outstanding of each Class of Notes (or the relevant Class or Classes only,
if applicable) and in the case of an Ordinary Resolution this is two or more persons holding or
representing not less than 10 per cent. of the aggregate principal amount outstanding of each Class of
Notes (or the relevant Class or Classes only, if applicable). Such quorum provisions still, however,
require considerably lower thresholds than would be required for a Written Resolution. In addition,
in the event that a quorum requirement is not satisfied at any meeting, lower quorum thresholds will
apply at any meeting previously adjourned for want of quorum as set out in Condition 14(a)
(Meetings of Noteholders) and the Trust Deed.
Certain proposed resolutions, amendments, waivers, consents and directions in respect of the
Class I Senior Notes under the Conditions of the Notes will be made either (i) by the Class I Senior
Noteholders acting by way of Ordinary Resolution (and not Extraordinary Resolution) or (ii) by a
direction or request in writing by Class I Senior Noteholders representing more than 50 per cent. of
the aggregate principal amount outstanding of the Class I Senior Notes (as provided, for example, in
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