VALLAURIS II CLO PLC - Irish Stock Exchange

more bids from one or more brokers or other market professionals that regularly deal in
securities similar to the Rule 144A Notes and selling such Rule 144A Notes to the highest
such bidder. However, the Issuer may select a purchaser by any other means determined
by it in its sole discretion. Each Noteholder and each other Person in the chain of title
from the permitted Noteholder to the Non-Permitted Holder by its acceptance of an
interest in the Rule 144A Notes agrees to co-operate with the Issuer and the Transfer
Agent to effect such transfers. The proceeds of such sale, net of any commissions, expenses
and taxes due in connection with such sale shall be remitted to the selling Noteholder. The
terms and conditions of any sale hereunder shall be determined in the sole discretion of
the Issuer, subject to the transfer restrictions set out herein, and neither the Issuer nor the
Transfer Agent shall be liable to any Person having an interest in the Notes sold as a
result of any such sale or the exercise of such discretion. The Issuer and the Transfer
Agent reserve the right to require any holder of Notes to submit a written certification
substantiating that it is a QIB/QP or a non-U.S. Person. If such Non-Permitted Holder
fails to submit any such requested written certification on a timely basis, the Issuer and the
Transfer Agent have the right to assume that the holder of the Notes from whom such a
certification is requested is not a QIB/QP or a non-U.S. Person. Furthermore, the Issuer
and the Transfer Agent reserve the right to refuse to honour a transfer of beneficial
interests in a Rule 144A Note to any person who is not either a non-U.S. Person or a
U.S. Person that is a QIB/QP.
3. Status
(a) Status: The Notes of each Class constitute direct, general, secured, unconditional
obligations of the Issuer, recourse in respect of which is limited in the manner described in
Condition 4(c) (Limited Recourse). The Notes of each Class are secured in the manner
described in Condition 4 (Security) and, within each Class, shall at all times rank pari
passu and without any preference amongst themselves.
(b)
Relationship Among the Classes: The Notes of each Class are constituted by the Trust
Deed and are secured on the Collateral as further described in the Trust Deed. Save to the
extent provided otherwise below, the Notes will be limited recourse debt obligations of the
Issuer. Payments of interest on the Class I Senior Notes will be senior in right of payment
to payments of interest on the Class II Senior Notes, the Class III Mezzanine Notes, the
Class IV Mezzanine Notes and the Subordinated Notes. Payments of principal on the
Class I Senior Notes will be senior in right of payment to payments of principal on the
Class II Senior Notes, the Class III Mezzanine Notes, the Class IV Mezzanine Notes and
the Subordinated Notes. Payments of interest on the Class II Senior Notes will be
subordinated in right of payment to payments of interest on the Class I Senior Notes but
senior in right of payment to payments of interest on the Class III Mezzanine Notes, the
Class IV Mezzanine Notes and the Subordinated Notes. Payments of principal on the
Class II Senior Notes will be subordinated in right of payment to payments of principal on
the Class I Senior Notes but senior in right of payment to payments of principal on the
Class III Mezzanine Notes, the Class IV Mezzanine Notes and the Subordinated Notes.
Payments of interest and principal on the Class III Mezzanine Notes will be subordinated
to payments of interest and principal on the Class I Senior Notes and the Class II Senior
Notes but senior in right of payment to payments of interest and principal on the Class IV
Mezzanine Notes and the Subordinated Notes. Payments of interest and principal on the
Class IV Mezzanine Notes will be subordinated to payments of interest and principal on
the Class I Senior Notes, the Class II Senior Notes and the Class III Mezzanine Notes but
senior in right of payment to payments of interest and principal on the Subordinated
Notes. Payments of principal and interest in respect of the Subordinated Notes will be
paid out of available Interest Proceeds and Principal Proceeds (each such term as defined
herein), and such payments will be subordinated in right of payment to payments in
respect of each of the other Classes of Notes. Each Component of the Structured
Combination Notes shall rank in accordance with the classes of Notes related thereto.
Principal Proceeds shall be applied in redemption of the Subordinated Notes on any
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