VALLAURIS II CLO PLC - Irish Stock Exchange

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 NOT, SUCH SUBORDINATED NOTE OR SUCH
STRUCTURED COMBINATION NOTE OR ANY INTEREST THEREIN TO ANY
PERSON WHO IS UNABLE TO SATISFY THE SAME FOREGOING
REPRESENTATIONS AND WARRANTIES. ANY ACQUISITION OR TRANSFER
OF A CLASS IV MEZZANINE NOTE, A SUBORDINATED NOTE OR A
STRUCTURED COMBINATION NOTE IN VIOLATION OF THE ABOVE
RESTRICTIONS SHALL BE VOID AB INITIO.
(d) It acknowledges that the Issuer, the Lead Manager, the Joint Lead Managers, the Trustee,
the Collateral Manager or the Collateral Administrator and their Affiliates, and others will
rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements.
(e) It understands that the Regulation S Notes may not, at any time, be held by, or on behalf
of, U.S. Persons.
A transferor who transfers an interest in a Regulation S Global Note to a transferee who will
hold the interest in the same form is not required to make any additional representation or
certification.
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