VALLAURIS II CLO PLC - Irish Stock Exchange

Withholding Tax:
The Offering:
Ratings:
and the other assets (if any) of the Issuer will not be available for
payment of, any such shortfall, all claims in respect of which shall
be extinguished. Such shortfall will be borne by the Class I Senior
Noteholders, the Class II Senior Noteholders, the Class III
Mezzanine Noteholders, the Class IV Mezzanine Notes and the
Subordinated Noteholders in inverse order of the Priorities of
Payment. The Structured Combination Notes shall be limited
recourse obligations of the Issuer to the extent of their respective
Components. No Noteholder of any Class other than Class V
Structured Combination Notes shall have recourse to the OAT
Strips Collateral (as defined below). No Noteholder of any Class
other than Class VI Structured Combination Notes shall have
recourse to the Natexis Zero Coupon Collateral (as defined below).
Furthermore, none of the Noteholders of any Class or the other
Transaction Creditors (nor any other person acting on behalf of
any of them save for any receiver appointed by the Trustee under
the Trust Deed) shall be entitled at any time until two years and one
day after the date of redemption of the latest maturing Note to
institute against the Issuer, or join in any institution against the
Issuer of, any bankruptcy, reorganisation, arrangement,
insolvency, examination, winding-up or liquidation proceedings
or other proceedings under any applicable bankruptcy or similar
law in connection with any obligations of the Issuer relating to the
Notes of any Class, the Trust Deed or otherwise owed to the
Transaction Creditors, save for lodging a claim in the liquidation of
the Issuer which is initiated by another party or taking proceedings
to obtain a declaration or judgment as to the obligations of the
Issuer.
All payments of principal and interest in respect of the Notes shall
be made free and clear of, and without withholding or deduction
for, any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by
or within Ireland, or any political sub-division or any authority
therein or thereof having power to tax, unless such withholding or
deduction is required by law. For the avoidance of doubt, the Issuer
shall not be required to gross up any payments made to the
Noteholders and shall withhold or deduct from any such payments
any amounts on account of tax where so required by law or any
relevant taxing authority. Any such withholding or deduction shall
not constitute an Event of Default under Condition 10(a) (Events of
Default).
The Notes of each Class will be offered (a) outside of the United
States to non-U.S. Persons (as defined in Regulation S under the
Securities Act) in ‘‘offshore transactions’’ in compliance with
Regulation S under the Securities Act and (b) within the United
States to qualified institutional buyers (‘‘QIBs’’) in reliance on Rule
144A under the Securities Act who are Qualified Purchasers for the
purposes of Section 3(c)(7) of the Investment Company Act.
It is a condition of the issuance of the Notes that the following
Classes of Notes be assigned the following ratings by Moody’s
Investors Service, Inc. (‘‘Moody’s’’) and Standard & Poor’s Rating
Services, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’),
respectively: Class I Senior Notes: ‘‘Aaa’’ from Moody’s and
‘‘AAA’’ from S&P; Class II Senior Notes: ‘‘Aa2’’ from Moody’s
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