VALLAURIS II CLO PLC - Irish Stock Exchange

(g)
representations and warranties. Any acquisition or transfer of a Class IV Mezzanine
Note, Subordinated Note or Structured Combination Note in violation of the above
restrictions shall be void ab initio.
(III) The purchaser acknowledges that the Issuer, the Lead Manager, the Joint Lead
Managers, the Trustee, the Collateral Manager and the Collateral Administrator and
their Affiliates, and others, will rely upon the truth and accuracy of the foregoing
acknowledgements, representations and agreements.
The purchaser understands that pursuant to the terms of the Trust Deed, the Issuer has
agreed that the Rule 144A Global Notes (and, for the avoidance of doubt, the CDIs
corresponding to the Rule 144A Global Notes) offered in reliance on Rule 144A will bear
the legend set forth below (in respect of the CDIs, as if references to ‘‘Notes’’ were to
‘‘CDIs’’ and ‘‘Trust Deed’’ were to ‘‘Depositary Agreement’’), and will be represented by
one or more Rule 144A Global Notes. The Rule 144A Global Notes may not at any time
be held by or on behalf of U.S. Persons that are not both QIBs and Qualified Purchasers.
Before any interest in a Rule 144A Global Note may be offered, resold, pledged or
otherwise transferred to a person who takes delivery in the form of an interest in a
Regulation S Global Note, the transferor will be required to provide the Trustee with a
written certification (in the form provided in the Trust Deed) as to compliance with the
transfer restrictions.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES
ACT’’, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
‘‘INVESTMENT COMPANY ACT’’ ). THE HOLDER HEREOF, BY PURCHASING
THE NOTES IN RESPECT OF WHICH THIS NOTE HAS BEEN ISSUED, AGREES
FOR THE BENEFIT OF THE ISSUER THAT THE NOTES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A)(1) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT
OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR
RULE 904 OF REGULATION S OF THE SECURITIES ACT AND, IN THE CASE
OF CLAUSE (1), IN A PRINCIPAL AMOUNT OUTSTANDING OF NOT LESS
THAN A250,000 FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH
IT IS ACTING, IN EACH CASE TO A PURCHASER THAT (V) IS A QUALIFIED
PURCHASER FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT
COMPANY ACT, (W) WAS NOT FORMED FOR THE PURPOSE OF INVESTING
IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE
PURCHASER IS A QUALIFIED PURCHASER), (X) HAS RECEIVED THE
NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE
PURCHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE 30
APRIL 1996, (Y) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A
DISCRETIONARY BASIS LESS THAN U.S. $25,000,000 IN SECURITIES OF
UNAFFILIATED ISSUERS AND (Z) IS NOT A PENSION, PROFIT SHARING OR
OTHER RETIREMENT TRUST FUND OR PLAN IN WHICH THE PARTNERS,
BENEFICIARIES OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE
PARTICULAR INVESTMENTS TO BE MADE, AND IN A TRANSACTION THAT
MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT
COMPANY ACT EXEMPTION OR IN THE CASE OF CLAUSE (2), IN A
PRINCIPAL AMOUNT OUTSTANDING OF NOT LESS THAN A250,000 AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES. ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO
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