PROSPECTUS ARLO II Limited - Irish Stock Exchange

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Adjusted Notional Amount: On any day, an amount in the Settlement Currency (subject to a minimum of zero and a maximum of the Initial Notional Amount), determined by the Calculation Agent as follows: (i) the Initial Notional Amount; minus (ii) the greater of (a) the Loss Amount minus the Subordination Amount and (b) zero, provided, the Adjusted Notional Amount shall be further reduced by any amount paid on or prior to such day under clause (i) of “Buyer Payments – Final Payment” in Section 2 of this Confirmation. Loss Amount: On any day, as determined by the Calculation Agent, an amount in the Settlement Currency equal to the sum of: (i) (ii) (iii) (iv) with respect to all Undetermined Reference Entities, the aggregate of the Reference Entity Notional Amounts for such Reference Entities plus with respect to all Reference Entities the Cash Settlement Date for which has occurred on or prior to such day, the aggregate of the Cash Settlement Amounts for such Reference Entities plus with respect to all Reference Entities which have been specified in an Extension Notice that is effective on or prior to such day, the aggregate of the Reference Entity Amounts for such Reference Entities (to the extent not already taken into account under (i) above) plus with respect to all Reference Entities the Cash Settlement Date for which has occurred on or prior to such day, the aggregate of the Adjusted Notional Amount Further Reduction Amounts for such Reference Entities minus (v) if such day occurs after the Extension Date, with respect to all Reference Entities specified in an Extension Notice but with respect to which an Event Determination Date did not occur on or before the Extension Date, the aggregate of the Reference Entity Notional Amounts for such Reference Entities. Subordination Amount: The Reference Portfolio Notional Amount multiplied by 38
the Attachment Point. 2. Initial Exchange On 27 March 2008, Seller shall pay to Buyer JPY 996,250,000 (the “Initial Exchange Amount”) and Buyer shall deliver to or to the order of Seller the Charged Assets (free and clear of all charges, liens and other encumbrances but together with the benefit of all rights and entitlements attaching thereto at any time after the date of delivery). 3. Buyer Payments It is a condition precedent to Buyer’s obligations to deliver the Charged Assets and to make the payments under this Section 3 that Seller has paid the Initial Exchange Amount to the Buyer on the Initial Exchange Date. For the avoidance of doubt, no Fixed Amounts shall be payable by Buyer under this Confirmation. Periodic Payments: (i) With respect to each Buyer Calculation Period, Buyer shall pay to Seller on the related Buyer Payment Date the Buyer Payment Amount for such Buyer Calculation Period. (ii) With respect to each Buyer Calculation Period in relation to which there are one or more Undetermined Reference Entities (such Buyer Calculation Period, an “Affected Calculation Period”, and the last occurring Cash Settlement Date with respect to such Undetermined Reference Entities, the “Last Cash Settlement Date”) on the related Buyer Additional Payment Date, Buyer shall pay to Seller the Interest Shortfall Amount, if any, for the Affected Calculation Period; and (iii) without double-counting any amounts determined to be payable under paragraphs (i) or (ii) above, with respect to each Buyer Calculation Period during which a Last Cash Settlement Date falls and which is not an Affected Calculation Period, on the Buyer Payment Date immediately following such Last Cash Settlement Date, Buyer shall pay to Seller the Interest Shortfall Amount, if any, for such Buyer Calculation Period. For the avoidance of doubt, there shall be a single Last Cash Settlement Date with respect to each Affected Calculation Period, and the Last Cash Settlement Date in respect of one or more different Affected Calculation Periods may fall on the same day. Buyer Payment Date: Buyer Additional Payment Date: One Business Day prior to each Buyer Period End Date With respect to an Affected Calculation Period, three Business Days following the Last Cash Settlement 39
Page 1 and 2: PROSPECTUS ARLO II Limited (Incorpo
Page 3 and 4: RESPONSIBILITY STATEMENT The Issuer
Page 5 and 6: DOCUMENTS INCORPORATED BY REFERENCE
Page 7 and 8: RISK FACTORS The following is a des
Page 9 and 10: the time of any such purchase. The
Page 11 and 12: Each prospective purchaser of the N
Page 13 and 14: None of the Issuer or any of the Pr
Page 15 and 16: approves the methodology and criter
Page 17 and 18: Noteholders should note the definit
Page 19 and 20: Interest shall accrue on the Custod
Page 21 and 22: conflict between the provisions of
Page 23 and 24: (A) If a Charged Assets Redemption
Page 25 and 26: (B) (C) (D) (E) The Charged Assets
Page 27 and 28: Entry Transfers of Corporate and Ot
Page 29 and 30: SUBSCRIPTION AND SALE General No ac
Page 31 and 32: Instruments and Exchange Law and an
Page 33 and 34: INFORMATION CONCERNING THE BANK OF
Page 35 and 36: GENERAL INFORMATION 1. Interests of
Page 37 and 38: SCHEDULE 1: FORM OF CONFIRMATION OF
Page 39: Transaction Type of any Successor i
Page 43 and 44: including) the Scheduled Terminatio
Page 45 and 46: If a Charged Assets Redemption Even
Page 47 and 48: “Adjusted Notional Amount Further
Page 49 and 50: Cash Settlement Date has not occurr
Page 51 and 52: “Unwind Costs” means an amount,
Page 53 and 54: determination, and shall be conclus
Page 55 and 56: are being satisfied in such Credit
Page 57 and 58: under this Confirmation on the Sche
Page 59 and 60: ANNEX I - REFERENCE PORTFOLIO ANNEX
Page 61 and 62: ANNEX II NOTICE AND ACCOUNT DETAILS
Page 63 and 64: SCHEDULE 2: FORM OF PARAGRAPH 11 OF
Page 65 and 66: (iii) Alternative. The provisions o
Page 67 and 68: The definition of "Value" is delete
Page 69 and 70: IN WITNESS whereof, the parties her
Page 71 and 72: Valuation Percentage (subject to be
Page 73 and 74: US Sovereigns Europe Sovereigns Rat
Page 75 and 76: SCHEDULE to the ISDA Master Agreeme
Page 77 and 78: 1. Termination Provisions In this A
Page 79 and 80: (B) Party A's obligations to make p
Page 81 and 82: signatory hereto 4. Miscellaneous 4
Page 83 and 84: Sections 5(b)(ii) (Tax Event), 5(b)
Page 85 and 86: Assets relating to any other Discre
Page 87 and 88: “(except that a notice or other c
Page 89 and 90: Set out below are the relevant sett

PROSPECTUS ARLO II Limited - Irish Stock Exchange

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