VALLAURIS II CLO PLC - Irish Stock Exchange

12. Prescription
(a) Note represented by a Global Note: Claims against the Issuer in respect of principal and
interest on the Notes while the Notes are represented by a Global Note will become void
unless presented for payment within a period of ten years (in the case of principal) and
five years (in the case of interest) from the appropriate Relevant Date.
(b)
Note represented by a Definitive Certificate: Claims against the Issuer in respect of principal
and interest on the Notes while the Notes are represented by a Definitive Certificate
payable on redemption in full of the relevant Notes will become void unless presentation
for payment is made as required by Condition 8 (Payments) within a period of five years,
in the case of interest, and ten years, in the case of principal, from the appropriate
Relevant Date.
13. Replacement of Definitive Certificates
If any Definitive Certificate is lost, stolen, mutilated, defaced or destroyed it may be replaced at
the specified office of any Transfer Agent, subject in each case to all applicable laws and Irish Stock
Exchange requirements, upon payment by the claimant of the expenses incurred in connection with
such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer
may require (provided that the requirement is reasonable in the light of prevailing market practice).
Mutilated or defaced Definitive Certificates must be surrendered before replacements will be issued.
14. Meetings of Noteholders, Modification, Waiver and Substitution
(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of the
Noteholders of each Class to consider matters affecting the interests of such Noteholders,
including the sanctioning by Extraordinary Resolution of the Noteholders of a Class of a
modification of certain of these Conditions or certain provisions of the Transaction
Documents. Meetings of the Noteholders of a Class may be convened by two or more
Noteholders of such Class holding not less than 10 per cent. in principal amount
outstanding of the Notes of that Class Outstanding. The quorum for any meeting
convened to consider an Extraordinary Resolution of the Noteholders of such Class will be
two or more persons holding or representing greater than 50 per cent. in principal amount
outstanding of the Notes of such Class Outstanding, or at any adjourned meeting two or
more persons holding or representing Notes of such Class whatever the principal amount
outstanding of the Notes Outstanding held or represented. The holder of each Global Note
will be treated as being two persons for the purposes of any quorum requirements of, or
the right to demand a poll at, a meeting of Noteholders and, at any such meeting, as
having one vote in respect of each A1,000 of principal amount outstanding of Notes for
which the relevant Global Note may be exchanged. No proposal to sanction, amongst
other things:
(i)
(ii)
(iii)
(iv)
the exchange or substitution for the Notes of the relevant Class, or the conversion of
the Notes of the relevant Class into, shares, bonds or other obligations or securities
of the Issuer or (except as provided in Condition 14(c) (Substitution)) any other
entity;
the modification of any provision relating to the timing and/or circumstances of
redemption of the Notes of the relevant Class at maturity or otherwise (including the
circumstances in which the maturity of such Notes may be accelerated);
the modification of the timing and/or determination of the amount of interest,
principal or other amounts payable in respect of the Notes of the relevant Class from
time to time;
the adjustment of the principal amount outstanding of the Notes Outstanding of the
relevant Class other than in connection with a further issue of Notes pursuant to
Condition 17 (Further Issues);
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