PROSPECTUS ARLO II Limited - Irish Stock Exchange

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and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. 2.2 Payee Representations: None. 3. Agreement to Deliver Documents For the purpose of Sections 3(d) and 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (A) Tax forms, documents or certificates to be delivered are: Party required to deliver document Form/Document/ Certificate Date by which to be delivered Not applicable Not applicable Not applicable (B) Other documents to be delivered are: Party Required to deliver document Form/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Party B Legal opinion of counsel in the jurisdiction of incorporation of Party B At signing of the Constituting Instrument relating to the Notes No Letter from agent for service of process confirming acceptance of appointment At signing of the Constituting Instrument relating to the Notes No Copy of resolution of board of directors authorising execution of the Charged Agreement constituted by the Constituting Instrument relating to the Notes of the relevant Series and the Confirmation thereunder At signing of the Constituting Instrument relating to the Notes Yes A duly authorised and executed Power of Attorney appointing persons to execute, inter alia, the Charged Agreement constituted by the Constituting Instrument relating to the Notes of the relevant Series and the Confirmation thereunder, or other evidence of due authorisation of a At signing of the Constituting Instrument relating to the Notes Yes 78
signatory hereto 4. Miscellaneous 4.1 Addresses for Notices: For the purpose of Section 12(a): (A) (B) Address for notices of communications to Party A: As specified in the Constituting Instrument relating to the Notes of the relevant Series. Address for notices or communications to Party B: As specified in the Constituting Instrument relating to the Notes of the relevant Series. 4.2 Process Agent: For the purpose of Section 13(c): Party A appoints as its Process Agent: Not applicable. Party B appoints as its Process Agent the person specified as agent for service of process in the Constituting Instrument relating to the Notes of the relevant Series. 4.3 Offices: The provisions of Section 10(a) will apply to this Agreement. 4.4 Multibranch Party: For the purpose of Section 10(c): Party A is not a Multibranch Party. Party B is not a Multibranch Party. 4.5 Calculation Agent: The Calculation Agent is Party A unless another entity is specified as Calculation Agent in respect of a Transaction in the Confirmation therefor. Party A (in its own capacity and as Calculation Agent or otherwise) is not acting as a fiduciary for or as an advisor to any person or entity in respect of its duties as Calculation Agent or otherwise in connection with this Agreement or any Transaction hereunder and shall have no obligation to take any person or entity’s (other than its own) interest or position into consideration in making any calculation or taking or refraining from taking any action in connection herewith or therewith. 4.6 Credit Support Document: Details of any Credit Support Document: Party A: Party B: None, unless in respect of a Series of Notes, the Constituting Instrument therefor specifies that Party A is required to deliver a Credit Support Annex in which event such Credit Support Annex shall constitute a Credit Support Document in respect of Party A and such Series of Notes. None. 4.7 Credit Support Provider: Credit Support Provider means in relation to Party A: Not applicable. Credit Support Provider means in relation to Party B: Not applicable. 4.8 Governing Law: This Agreement will be governed by and construed in accordance with English law. 79
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PROSPECTUS ARLO II Limited (Incorpo
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RESPONSIBILITY STATEMENT The Issuer
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DOCUMENTS INCORPORATED BY REFERENCE
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RISK FACTORS The following is a des
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the time of any such purchase. The
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Each prospective purchaser of the N
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None of the Issuer or any of the Pr
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approves the methodology and criter
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Noteholders should note the definit
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Interest shall accrue on the Custod
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conflict between the provisions of
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(A) If a Charged Assets Redemption
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(B) (C) (D) (E) The Charged Assets
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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 and 40: Transaction Type of any Successor i
Page 41 and 42: the Attachment Point. 2. Initial Ex
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: (B) Party A's obligations to make p
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
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PROSPECTUS ARLO II Limited - Irish Stock Exchange

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