VALLAURIS II CLO PLC - Irish Stock Exchange

(I)
(J)
(K)
(L)
The Retained Portion Account
The Issuer shall procure that each Retained Portion (if any) is paid into the Retained
Portion Account on the Business Day prior to each Payment Date. The Issuer shall
procure the payment of the following amounts (and shall ensure that payment of no
other amount is made) out of the Retained Portion Account as follows:
(a)
(b)
the Retained Portion Release Amount to the Payment Account to be distributed
as Interest Proceeds or, as the case may be, Principal Proceeds in accordance
with the Priorities of Payment; and
all interest accrued on the Retained Portion Account to the Interest Account.
Counterparty Downgrade Collateral Account
The Issuer shall procure that all Counterparty Downgrade Collateral posted pursuant
to the terms of a Hedge Agreement will be deposited with the Custodian in a
segregated account or sub-account in respect of each different entity that is a Hedge
Counterparty. The only permitted withdrawal from or application of funds on deposit
in, or otherwise to the credit of, the Counterparty Downgrade Collateral Account will
be (i) for the application to obligations of the Hedge Counterparty to the Issuer
under the Hedge Agreement if such agreement becomes subject to early termination
or upon default by the relevant Hedge Counterparty or (ii) to return collateral to the
relevant Hedge Counterparty when and as required by the Hedge Agreement. Funds
credited to the Counterparty Downgrade Collateral Account will be applied as
contemplated in the Hedge Agreement. All amounts deposited in the Counterparty
Downgrade Collateral Account will be deposited in overnight funds in Eligible
Investments.
OAT Custody Account
The Issuer shall procure that, prior to the Closing Date, the OAT Custody Account
is established as a single segregated trust account in the name of the Issuer subject to
the security interests created in favour of the Trustee for the benefit of the Class V
Structured Combination Noteholders. All OAT Strips shall be deposited in the OAT
Custody Account and shall be held by the Custodian as part of the Collateral. The
OAT Strips forming the OAT Strips Portion will be applied solely for the benefit of
the Class V Structured Combination Noteholders.
Natexis Zero Coupon Notes Custody Account
The Issuer shall procure that, prior to the Closing Date, the Natexis Zero Coupon
Notes Custody Account is established as a single segregated trust account in the
name of the Issuer subject to the security interests created in favour of the Trustee
for the benefit of the Class VI Structured Combination Noteholders. All Natexis Zero
Coupon Notes shall be deposited in the Natexis Zero Coupon Notes Custody
Account and shall be held by the Custodian as part of the Collateral. The Natexis
Zero Coupon Notes forming the Natexis Zero Coupon Notes Portion will be applied
solely for the benefit of the Class VI Structured Combination Noteholders.
4. Security
(a) Security: Pursuant to the Trust Deed and subject to the security arrangements in respect of
the OAT Strips for the holders of the Class V Structured Combination Notes and the
Natexis Zero Coupon Notes for the holders of the Class VI Structured Combination
Notes, the obligations of the Issuer under the Notes of each Class, the Trust Deed, the
Agency Agreement, the Depositary Agreement, the Collateral Management Agreement, the
Interest Rate Hedge Agreements, the Currency Swap Agreements, and the Subscription
Agreement (together with the obligations owed by the Issuer to the other Secured Parties
secured by the Trust Deed) are secured in favour of the Trustee for the benefit of the
Secured Parties by:
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