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VALLAURIS II CLO PLC - Irish Stock Exchange

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at their applicable Redemption Prices (set out below), by the Issuer<br />

acting at the direction of the holders of the Subordinated Notes<br />

acting by Extraordinary Resolution on any Payment Date after the<br />

end of the Non-Call Period, commencing on the Payment Date<br />

falling on or about 26 September 2010, or on any Payment Date,<br />

upon the occurrence of a Relevant Tax Event, in each case, subject<br />

to the satisfaction of certain conditions set out in Condition 7(b)<br />

(Optional Redemption).<br />

Redemption upon<br />

Breach of Coverage<br />

Tests:<br />

Redemption Prices upon Optional Redemption:<br />

Class I Senior Notes: Par, together with interest accrued thereon to<br />

the date of redemption.<br />

Class <strong>II</strong> Senior Notes: Par, together with interest accrued thereon to<br />

the date of redemption.<br />

Class <strong>II</strong>I Mezzanine Notes: Par, together with interest accrued<br />

thereon to the date of redemption.<br />

Class IV Mezzanine Notes: Par, together with interest accrued<br />

thereon to the date of redemption.<br />

Subordinated Notes: Each Subordinated Note’s pro rata share of the<br />

amounts payable pursuant to paragraphs (Q) and (S) of Condition<br />

3(c)(ii) (Application of Principal Proceeds) with any excess of such<br />

amount over the then outstanding principal amount of such Note<br />

being treated as interest.<br />

Structured Combination Notes: The Redemption Price of the Class<br />

V Structured Combination Notes will be equal to the Redemption<br />

Price applicable to the Class V Subordinated Component and the<br />

OAT Security Component, the latter payable by delivery of the<br />

OAT Strips corresponding to the OAT Strips Component (or<br />

payment of the proceeds of any such OAT Strips, having already<br />

matured).<br />

The Redemption Price of the Class VI Structured Combination<br />

Notes will be equal to the Redemption Price applicable to the Class<br />

VI Subordinated Component and the Natexis Zero Coupon<br />

Security Component, the latter payable by delivery of the Natexis<br />

Zero Coupon Notes corresponding to such Component (or<br />

payment of the proceeds of any such Natexis Zero Coupon<br />

Notes, having already matured).<br />

In the event that either of the Senior Coverage Tests is not satisfied<br />

on any Determination Date as calculated by the Collateral<br />

Administrator and confirmed by the Collateral Manager, on the<br />

Payment Date next following such Determination Date, Interest<br />

Proceeds and thereafter Principal Proceeds will be used, subject to<br />

the Priorities of Payment, to the extent necessary and available, to<br />

redeem the Class I Senior Notes, in whole or in part, and following<br />

redemption in full thereof, to redeem the Class <strong>II</strong> Senior Notes, in<br />

whole or in part to the extent required to cause each Senior<br />

Coverage Test to be satisfied if recalculated following such<br />

redemption. If either of the Class <strong>II</strong>I Coverage Tests is not<br />

satisfied on any Determination Date as calculated by the Collateral<br />

Administrator and confirmed by the Collateral Manager, on the<br />

Payment Date next following such Determination Date, Interest<br />

Proceeds, and thereafter Principal Proceeds will be used, subject to<br />

the Priorities of Payment, to the extent necessary and available, to<br />

11

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