VALLAURIS II CLO PLC - Irish Stock Exchange

shall apply the proceeds thereof in or towards the redemption of the principal amount
outstanding of the Class V Structured Combination Notes (but for the avoidance of doubt,
such payment shall not reduce the Class V Subordinated Component).
The Issuer shall apply all proceeds received by it in respect of any maturing OAT Strips in
redemption of the Class V Structured Combination Notes in respect of the OAT Security Component
on the next Payment Date following such receipt. Once the principal amount outstanding of the Class
V Structured Combination Note has been reduced to A1.00 (pursuant to redemption of the OAT
Security Component, the realisation of proceeds of the OAT Strips or otherwise), on any applicable
Payment Date thereafter, all distributions received in respect of the Components shall be distributed
as interest on the Class V Structured Combination Notes without any redemption taking place other
than in respect of the principal amount of A1.00 which shall be repaid at maturity.
The Issuer shall apply all proceeds received by it in respect of any maturing Natexis Zero
Coupon Notes in redemption of the Class VI Structured Combination Notes in respect of the Natexis
Zero Coupon Security Component on the next Payment Date following such receipt. Once the
principal amount outstanding of the Class VI Structured Combination Note has been reduced to
A1.00 (pursuant to the redemption of the Natexis Zero Coupon Security Component, the realisation
of proceeds of the Natexis Zero Coupon Notes or otherwise), on any applicable Payment Date
thereafter, all distributions received in respect of the Components shall be distributed as interest on
the Class VI Structured Combination Notes without any redemption taking place other than in
respect of the principal amount A1.00 which shall be repaid at maturity.
No other payments will be made on a Structured Combination Note.
9. Taxation
All payments of principal and interest in respect of the Notes shall be made free and clear of,
and without withholding or deduction for, any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or within Ireland, or any political
sub-division or any authority therein or thereof having power to tax, unless such withholding or
deduction is required by law. For the avoidance of doubt, the Issuer shall not be required to gross up
any payments made to Noteholders of any Class and shall withhold or deduct from any such
payments any amounts on account of tax where so required by law or any relevant taxing authority.
Any such withholding or deduction shall not constitute an Event of Default under Condition 10(a)
(Events of Default).
Subject as provided below, if the Issuer satisfies the Trustee that it has or will on the occasion
of the next payment due in respect of the Notes of any Class become obliged by Irish law to
withhold or account for tax so that it would be unable to make payment of the full amount then
due, the Issuer (with the consent of the Trustee and save as provided below) shall use all reasonable
endeavours to arrange for the substitution of a company incorporated in another jurisdiction
approved by the Trustee and as the principal obligor under the Notes of such Class, or to change its
tax residence to another jurisdiction approved by the Trustee, subject to receipt by the Trustee of
Rating Agency Confirmation in respect of such substitution or change (subject to receipt of such
information and/or opinions as the Rating Agencies may require).
Notwithstanding the above, if the Issuer has or will become obliged by Irish law to withhold or
account for tax, as referred to in this Condition 9 (Taxation):
(a)
(b)
(c)
due to the connection of any Noteholder with Ireland otherwise than by reason only of
the holding of any Note or receiving principal or interest in respect thereof; or
by reason of the failure by the relevant Noteholder to comply with any applicable
procedures required by the relevant tax authority to establish an exemption from such tax;
or
in respect of a payment to an individual and such withholding or deduction is required to
be made pursuant to the EU Savings Directive or any law implementing or complying
with, or introduced in order to conform to, the EU Savings Directive; or
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