VALLAURIS II CLO PLC - Irish Stock Exchange

AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY
TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. IN ADDITION TO
THE FOREGOING, IN THE EVENT OF A VIOLATION OF (V) THROUGH (Z),
THE ISSUER MAINTAINS THE RIGHT TO DIRECT THE RESALE OF ANY
NOTES PREVIOUSLY TRANSFERRED TO NON-PERMITTED HOLDERS (AS
DEFINED IN THE TRUST DEED) IN ACCORDANCE WITH AND SUBJECT TO
THE TERMS OF THE TRUST DEED. EACH TRANSFEROR OF THIS NOTE WILL
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN
AND IN THE TRUST DEED TO ITS TRANSFEREE.
EACH PURCHASER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN
UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS
HOLDING POSITIONS IN THE NOTES FROM ONE OR MORE BOOK-ENTRY
DEPOSITORIES.
TRANSFERS OF THIS NOTE OR OF PORTIONS OF THIS NOTE SHOULD BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST DEED REFERRED TO HEREIN.
PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE PRINCIPAL AMOUNT OUTSTANDING OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS
CURRENT PRINCIPAL AMOUNT OUTSTANDING BY INQUIRY OF THE
REGISTRAR.
BY ITS PURCHASE OR HOLDING OF ANY RATED NOTES (OTHER THAN ANY
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 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.
BY 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, SUCH
SUBORDINATED NOTE OR SUCH STRUCTURED COMBINATION NOTE OR
ANY INTEREST THEREIN, THAT (1) IT IS (i) NOT AN EMPLOYEE BENEFIT
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