VALLAURIS II CLO PLC - Irish Stock Exchange

(i)
(ii)
(iii)
(iv)
(v)
(vi)
an assignment by way of security of all the Issuer’s present and future rights, title and
interest (and all entitlements or other benefits relating thereto) in respect of all Senior
Secured Loans, Second Lien Loans, Mezzanine Obligations, Structured Finance Securities,
Collateral Enhancement Obligations, Defaulted Equity Securities and Eligible Investments
and any other investments held by the Issuer from time to time (where such rights are
contractual rights, other than contractual rights the assignment of which would require the
consent of a third party and where such contractual rights arise other than under
securities) including, without limitation, all moneys received in respect thereof, all dividends
and distributions paid or payable thereon, all property paid, distributed, accruing or
offered at any time on, to or in respect of or in substitution therefor and the proceeds of
sale, repayment and redemption thereof;
a first fixed charge and first priority security interest granted over the Issuer’s present and
future rights, title and interest (and all entitlements or other benefits relating thereto) in
respect of all Senior Secured Loans, Second Lien Loans, Mezzanine Obligations, Structured
Finance Securities, Defaulted Equity Securities, Collateral Enhancement Obligations and
Eligible Investments and any other investments held by the Issuer from time to time
(where such obligations are securities or contractual rights not assigned by way of security
pursuant to paragraph (i) above and which are capable of being the subject of a first fixed
charge and first priority security interest), including, without limitation, all moneys received
in respect thereof, all dividends and distributions paid or payable thereon, all property
paid, distributed, accruing or offered at any time on, to or in respect of or in substitution
therefor and the proceeds of sale, repayment and redemption thereof;
a first fixed charge and a first priority security interest over all rights, title and interest
(present and future) of the Issuer in respect of each of the Accounts other than the
Synthetic Collateral Account and all moneys from time to time standing to the credit of
the Accounts other than the Synthetic Collateral Account, and the debts represented
thereby and including, without limitation, all interest accrued and other moneys received in
respect thereof;
a first fixed charge and first priority security interest (where the applicable assets are
securities) or an assignment by way of security (where the applicable rights are contractual
obligations) over, all present and future rights of the Issuer in respect of, any Synthetic
Collateral including, without limitation, all moneys received in respect thereof, all dividends
and distributions paid or payable thereon, all property paid, distributed, accruing or
offered at any time on, to or in respect of or in substitution therefor and the proceeds of
sale, repayment and redemption thereof and over the Synthetic Collateral Account and all
moneys from time to time standing to the credit of the Synthetic Collateral Account and
the debts represented thereby, subject, in each case, to the rights of any Synthetic
Counterparty to require payment or delivery of any such Synthetic Collateral pursuant to
the terms of the applicable Synthetic Security and to any security interest there over
granted in favour of the Trustee for the benefit of such Synthetic Counterparty pursuant to
the applicable Synthetic Security;
an assignment by way of security of the Issuer’s rights, title and interest (present and
future) against the Custodian under the Agency Agreement (other than in respect of (a)
the OAT Strips, the OAT Strips Custody Account and the OAT Strips Sale Proceeds; and
(b) the Natexis Zero Coupon Notes and the Natexis Zero Coupon Notes Custody
Account) and a first fixed charge over the Custody Account (including each cash account
relating to the Custody Account, any cash held therein and the debt represented thereby),
excluding for the avoidance of doubt, the OAT Custody Account and the Natexis Zero
Coupon Notes Custody Account;
an assignment by way of security of all of the Issuer’s rights, title and interest (present and
future) under each Currency Swap Agreement and each Interest Rate Hedge Agreement
(including the Issuer’s rights under any guarantee or credit support annex entered into
105