VALLAURIS II CLO PLC - Irish Stock Exchange

16. Notices
Notices to Noteholders will be valid if posted to the address of such Noteholder appearing in
the Register at the time of publication of such notice by pre-paid, first class mail (or any other
manner approved by the Trustee which may be by electronic transmission) and (for so long as the
Notes are admitted to listing and trading on the Irish Stock Exchange and the rules of the Irish
Stock Exchange so require) shall be sent to the Irish Paying and Transfer Agent at its registered
office with a copy of such notice in final form sent to the Company Announcement Office of the
Irish Stock Exchange no later than the day of dispatch. Any such notice shall be deemed to have
been given three days (in the case of inland mail) or seven days (in the case of overseas mail) after
the date of despatch thereof to the Noteholders. The Trustee shall be at liberty to sanction some
other method of giving notice to the Noteholders or a category of them if, in its opinion, such other
method is reasonable having regard to market practice then prevailing and to the rules of the stock
exchange on which the Notes are then listed and provided that notice of such other method is given
to the Noteholders in such manner as the Trustee shall require. Notwithstanding the foregoing, for so
long as any Notes are represented by a Global Note and such Global Note is held on behalf of a
clearing system, notices to Noteholders may be given by delivery of the relevant notice to that
clearing system for communication by it to entitled account holders in substitution for delivery
thereof as required by these Conditions provided that such notice is also published in a daily
newspaper of general circulation in Ireland (which is expected to be the Irish Times) for so long as
the Notes of any Class are admitted to listing and trading on the Irish Stock Exchange and such
publication is required by the rules of the Irish Stock Exchange.
17. Further Issues
The Issuer may from time to time without consent of the Noteholders (save the prior written
consent of Noteholders representing not less than 50 per cent. of the aggregate principal amount of
Notes of the Controlling Class) and by written notice to the Trustee, create and issue further
securities having the same terms and conditions as the Class I Senior Notes, the Class II Senior
Notes, the Class III Mezzanine Notes, the Class IV Mezzanine Notes, the Class V Structured
Combination Notes, the Class VI Structured Combination Notes and/or the Subordinated Notes in all
respects (or in all respects except for the first payment of interest thereon) which shall be consolidated
and form a single series with the Outstanding Notes of such Class, and may use the proceeds of sale
thereof to purchase additional Collateral Debt Obligations, provided the following conditions are met:
(a) the terms of the Notes issued are identical to the terms of previously issued Notes of the
Class of which such Notes are a part (save for the first payment of interest on them);
(b) none of the ratings of any of the Rated Notes have decreased or been withdrawn since the
Closing Date and the Issuer and the Trustee receive Rating Agency Confirmation in
respect of such additional issuance;
(c) any such further issue of Notes does not result in a breach by the Issuer of the laws and
regulations (including, without limitation, the banking and securities laws and regulations)
of Ireland; and
(d) the Trustee has been fully indemnified and/or secured to its satisfaction in respect of its
fees, costs and expenses in respect of any such further issue.
References in these Conditions to the ‘‘Notes’’ include (unless the context requires otherwise)
any other securities issued pursuant to this Condition and forming a single series with the Notes. Any
further securities forming a single series with Notes constituted by the Trust Deed or any deed
supplemental to it shall, and any other securities may (with the consent of the Trustee), be
constituted by a deed supplemental to the Trust Deed.
18. Structured Combination Notes
Except as otherwise expressly provided in these Conditions, to the extent of the Subordinated
Components of the Structured Combination Notes, such Notes will be treated as Subordinated Notes
represented by such Components for the purposes of requests, demands, authorisations, directions,
notices, consents, waivers or other actions. The Structured Combination Noteholders shall be entitled
to vote in respect of the Subordinated Notes related to such Component of the Structured
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