VALLAURIS II CLO PLC - Irish Stock Exchange

payments, distributions, votes or consents, as applicable, which relate to the Subordinated
Components of each Class of Structured Combination Notes (whether or not explicitly mentioned).
For the purposes of these Conditions, the Trust Deed and all agreements entered into in
connection therewith, the Subordinated Notes shall be deemed to be issued and Outstanding in order
to determine the rights attaching to the Subordinated Components corresponding thereto and the
Trustee, the Collateral Administrator or the Calculation Agent, to the extent applicable, shall
determine what amounts are payable in respect of, and what rights attach to, only the Subordinated
Component of which each Structured Combination Note is comprised by reference to the
Subordinated Notes corresponding thereto treated as if (i) they were issued and Outstanding in a
principal amount outstanding equal to the principal amount outstanding of the Subordinated
Components, and (ii) amounts had been paid in respect thereof in accordance with the Conditions of
the Notes. Notwithstanding the above, a principal amount outstanding of the Subordinated Notes
which is equal to the principal amount outstanding of the Subordinated Components of the
Structured Combination Notes shall not actually be issued and Outstanding to the extent of the
principal amount outstanding of each Subordinated Component corresponding thereto. References
herein to the ‘‘Notes’’ or the Notes of any Class shall be to all Notes, or all Notes of that Class, as
applicable, that are issued and Outstanding or deemed to be issued and Outstanding from time to
time.
The entitlement of the Structured Combination Notes to amounts payable pursuant to the
Priorities of Payment shall be determined by reference to the entitlement of the Underlying Notes
which correspond to the Components of which the Structured Combination Notes are comprised
pursuant to the Priorities of Payment.
These Conditions include summaries of, and are subject to, the detailed provisions of the Trust
Deed (which includes the forms of the Global Notes representing the Notes). The following
agreements have been entered into in relation to the Notes: (a) an agency agreement dated on or
about 26 July 2006 (the ‘‘Agency Agreement’’) between, amongst others, the Issuer, ABN AMRO
Bank N.V. (London Branch) as the principal paying agent (the ‘‘Principal Paying Agent’’, which term
shall include any successor or substitute principal paying agent appointed pursuant to the terms of
the Agency Agreement), each of the Principal Paying Agent and Deutsche International Corporate
Services (Ireland) Limited, as the initial paying agents and transfer agents (the ‘‘Paying Agents’’ or
the ‘‘Transfer Agents’’, respectively, which term shall include any successor or substitute paying and
transfer agent appointed pursuant to the terms of the Agency Agreement), LaSalle Bank National
Association, as registrar (the ‘‘Registrar’’, which term shall include any successor or substitute
registrar appointed pursuant to the terms of the Agency Agreement), ABN AMRO Bank N.V.
(London Branch), as calculation agent (the ‘‘Calculation Agent’’, which term shall include any
successor or substitute calculation agent appointed pursuant to the terms of the Agency Agreement),
ABN AMRO Bank N.V. (London Branch), as account bank (the ‘‘Account Bank’’, which term shall
include any successor or substitute account bank appointed pursuant to the terms of the Agency
Agreement) and the Trustee; (b) a depositary agreement dated on or about 26 July 2006 (the
‘‘Depositary Agreement’’) between the Issuer, the Trustee and LaSalle Bank National Association as
book-entry depositary (in such capacity, the ‘‘Depositary’’); (c) a collateral management agreement
dated on or about 26 July 2006 (the ‘‘Collateral Management Agreement’’) between amongst others
Natexis Banques Populaires in relation to all investment and management functions with respect to
the Collateral (with the exception of the Financial Instruments) and Natexis Asset Management in
relation to all investment and management functions in respect of the Financial Instruments only.
Accordingly the term ‘‘Collateral Manager’’ means as the context requires Natexis Banques Populaires
(other than in respect of Financial Instruments) or as the case may be Natexis Asset Management (in
respect of Financial Instruments) and the term the ‘‘Collateral Managers’’ refers collectively to both
of them, which term shall include any successor or replacement collateral manager(s) appointed
pursuant to the terms of the Collateral Management Agreement), the Issuer, ABN AMRO Bank N.V.
(London Branch), as collateral administrator (the ‘‘Collateral Administrator’’ which term shall include
any successor collateral administrator appointed pursuant to the terms of the Collateral Management
Agreement) and the Trustee; (d) the Corporate Services Agreement; (e) the Collateral Acquisition
Documents entered into on or prior to the Closing Date; (f) the Euroclear Pledge Agreement; (g) the
OAT Strips Pledge Agreement; and (h) the Natexis Zero Coupon Notes Pledge Agreement. Copies of
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