VALLAURIS II CLO PLC - Irish Stock Exchange

interest in the distributions on the Rule 144A Notes; and (z) that the Rule 144A Notes
purchased directly or indirectly by it constitute an investment of no more than 40 per cent.
of the purchaser’s and each such account’s assets (except when each beneficial owner of the
purchaser and each such account is a Qualified Purchaser for purposes of Section 3(c)(7)
of the Investment Company Act). The purchaser understands and agrees that any
purported transfer of the Rule 144A Notes to a purchaser that does not comply with the
requirements of this paragraph (e) will be of no force and effect, will be void ab initio and
the Issuer will have the right to direct the purchaser to transfer its Rule 144A Notes to a
Person who meets the foregoing criteria. Such purchaser understands that the Issuer may
receive a list of participants holding positions in the Notes from one or more book-entry
depositories.
(f) (I) By its purchase or holding of any Rated Notes (other than Class IV Mezzanine
Notes), or any interest therein, the purchaser and/or holder thereof and each
transferee will be deemed to have represented, warranted and agreed either that (a) it
is not and will not be an employee benefit plan as defined in Section 3(3) of the U.S.
Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’) and
subject to ERISA, or a plan as defined in section 4975(e)(1) of the U.S. Internal
Revenue Code of 1986, as amended (the ‘‘Code’’) and subject to Section 4975 of the
Code, or a governmental, church, non-U.S. or other plan which is subject to any
federal, state, local or non-U.S. law that is substantially similar to the provisions of
section 406 of ERISA or Section 4975 of the Code, or an entity whose assets are
treated as assets of any such plan or (b) its purchase, holding and disposition of a
Rated Note (other than a Class IV Mezzanine Note), or any interest therein, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code and will not cause a non-exempt violation of
any federal, state, local or non-U.S. law which is substantially similar to Section 406
of ERISA or Section 4975 of the Code. Any acquisition or transfer of a Rated Note
(other than a Class IV Mezzanine Note) in violation of the above restrictions shall be
void ab initio.
(II)
With respect to its purchase, holding or disposition of a Class IV Mezzanine Note, a
Subordinated Note or a Structured Combination Note, or any interest therein, the
purchaser and/or holder thereof and each transferee will be required to represent,
warrant and agree that, at the time of its acquisition, and throughout the period that
it holds such Class IV Mezzanine Note, Subordinated Note or a Structured
Combination Note or any interest therein, that (1) it is (i) not an employee benefit
plan as defined in Section 3(3) of ERISA which is subject to ERISA, (ii) not a plan
as defined in Section 4975(e)(1) of the Code which is subject to Section 4975 of the
Code and (iii) not an entity whose underlying assets include ‘‘plan assets’’ by reason
of such plan’s investment in the entity (collectively, an ‘‘ERISA Plan’’); and if after
its initial acquisition of a Class IV Mezzanine Note, a Subordinated Note or a
Structured Combination Note or any interest therein, the investor determines, or it is
determined by another party, that such investor is an ERISA Plan, the investor will
dispose of all of its Class IV Mezzanine Notes, Subordinated Notes or Structured
Combination Notes in a manner consistent with the restrictions set forth in the Trust
Deed, and (2) if it is a ‘‘benefit plan investor’’ as defined in the U.S. Department of
Labor regulations set forth at 29 C.F.R. Section 2510.3-101 other than an ERISA
Plan, its purchase, holding and disposition of the Class IV Mezzanine Notes,
Subordinated Notes or Structured Combination Notes will not cause a non-exempt
violation of any U.S. federal, state or local law or any non-U.S. law which is
substantially similar to ERISA or Section 4975 of the Code as a result of the
transactions contemplated herein and (3) it will not sell or otherwise transfer any
such Class IV Mezzanine Note, Subordinated Note or Structured Combination Note
or any interest therein to any person who is unable to satisfy the same foregoing
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