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VALLAURIS II CLO PLC - Irish Stock Exchange

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Principal Repayments:<br />

Reinvestment Period:<br />

Non-Call Period:<br />

Redemption at Maturity:<br />

Redemption at the<br />

Option of the Subordinated<br />

Noteholders:<br />

Notes will only affect such Structured Combination Notes to the<br />

extent that the corresponding Components of such Structured<br />

Combination Notes are affected as described above.<br />

Principal repayments of the Notes will be made in the following<br />

circumstances:<br />

(a) on the Maturity Date of the Notes;<br />

(b) after the occurrence of an Effective Date Rating Event;<br />

(c) on the Rated Notes upon breach of any Coverage Test<br />

relating to such Notes;<br />

(d) after expiry of the Non-Call Period but prior to expiry of the<br />

Reinvestment Period, at the discretion of the Collateral<br />

Manager, acting on behalf of the Issuer, out of Principal<br />

Proceeds;<br />

(e) pursuant to an optional redemption of the Notes in full by the<br />

Subordinated Noteholders:<br />

(i) after expiry of the Non-Call Period; or<br />

(ii) following the occurrence of a Relevant Tax Event;<br />

(f) after the Reinvestment Period, out of Principal Proceeds<br />

other than in the case of either Unscheduled Principal<br />

Proceeds or Sale Proceeds designated for reinvestment in<br />

Substitute Collateral Debt Obligations by the Collateral<br />

Manager in accordance with the terms of the Collateral<br />

Management Agreement; and<br />

(g) upon failure to appoint a successor Collateral Manager<br />

within 90 days of the resignation or termination of the<br />

appointment of the Collateral Manager;<br />

each on a Payment Date (subject to the Priorities of Payment and<br />

save where provided herein) and as described in further detail<br />

below. See Condition 7 (Redemption and Purchase). The<br />

corresponding Components of the Structured Combination Notes<br />

will be redeemed on the same terms as the Classes of Notes of<br />

which they are comprised and the Structured Combination Notes<br />

will be redeemed on a pro rata basis.<br />

The period from the Closing Date to and including 26 July 2012 (or<br />

if such day is not a Business Day the next following Business Day).<br />

The period from the Closing Date to but excluding 26 July 2010 (or<br />

if such day is not a Business Day the next following Business Day).<br />

Each Class of the Rated Notes will mature at their principal<br />

amount outstanding, and the Subordinated Notes will be redeemed<br />

at their outstanding principal amount together with interest equal<br />

to the excess of the remaining Principal Proceeds over their<br />

outstanding principal amount to be applied towards such<br />

redemption pursuant to the Priorities of Payment, on<br />

26 September 2022 (subject to adjustment for non-Business Days<br />

in accordance with the Conditions) (the ‘‘Maturity Date’’), in each<br />

case, unless redeemed or repaid prior thereto. The average life of<br />

the Rated Notes of each Class is expected to be shorter than the<br />

number of years from the Closing Date until the Maturity Date.<br />

All (but not some only) of the Class I Senior Notes, the Class <strong>II</strong><br />

Senior Notes, the Class <strong>II</strong>I Mezzanine Notes, the Class IV<br />

Mezzanine Notes and the Subordinated Notes shall be redeemed,<br />

10

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