VALLAURIS II CLO PLC - Irish Stock Exchange

pursuant thereto provided that such assignment shall not in any way restrict the release of
collateral granted thereunder in whole or in part at any time pursuant to the terms
thereof);
(vii) an assignment by way of security of the Issuer’s rights, title and interest (present and
future) under the Collateral Management Agreement;
(viii) a first fixed charge over all moneys held from time to time by the Principal Paying Agent
(and each Paying Agent) or the Registrar (as the case may be) for payment of principal,
interest or other amounts on the Notes (if any);
(ix) assignment by way of security of the Issuer’s rights, title and interest (present and future)
under the Agency Agreement (other than in respect of the OAT Strips, the OAT Custody
Account and the OAT Strips Sale Proceeds and other than in respect of the Natexis Zero
Coupon Notes and the Natexis Zero Coupon Notes Custody Account;
(x) an assignment by way of security of the Issuer’s rights, title and interest (present and
future) under the Depositary Agreement;
(xi) an assignment by way of security of the Issuer’s rights, title and interest (present and
future) under the Corporate Services Agreement;
(xii) an assignment by way of security of the Issuer’s rights, title and interest (present and
future) under the Collateral Acquisition Documents; and
(xiii) a floating charge over the whole of the Issuer’s undertaking and assets (other than the
Balance standing to the credit of the Issuer Irish Account) to the extent that such
undertaking and assets are not subject to any other security referred to in this Condition 4
(Security), the OAT Strip Pledge Agreement, the Natexis Zero Coupon Notes Pledge
Agreement or the Euroclear Pledge Agreement.
The Issuer may from time to time grant security:
(1) by way of a first priority security interest to a Synthetic Counterparty over the Synthetic
Collateral deposited by the Issuer in the Synthetic Collateral Account as security for the
Issuer’s obligations under the relevant Synthetic Security; and/or
(2) subject to receipt of Rating Agency Confirmation, in connection with Collateral Debt
Obligations in which the Issuer participates by way of guarantee to a funding bank,
collateralised by a deposit placed by the Issuer with the funding bank, by way of a first
priority security interest over such deposit to secure all or part of the liabilities of an
obligor to the funding bank which the Issuer has agreed to guarantee or undertake to pay.
All deeds, documents, assignments, instruments, bonds, notes, negotiable instruments, papers and
any other instruments comprising, evidencing, representing and/or transferring the Portfolio will be
deposited with or held by or on behalf of the Custodian in accordance with the Agency Agreement
until the security over such obligations is irrevocably discharged in accordance with the provisions of
the Trust Deed. In the event that the long-term senior unsecured debt or the short-term senior
unsecured debt of the Custodian is rated below the applicable Required Ratings or its long-term debt
rating is withdrawn, the Issuer shall use reasonable endeavours to procure that a replacement
custodian is appointed within 30 calendar days who is acceptable to the Trustee and whose long-term
senior unsecured debt and short-term senior unsecured debt is rated not less than the applicable
Required Ratings, in accordance with the provisions of the Agency Agreement.
Pursuant to the terms of the Trust Deed the Trustee is exempt from any liability in respect of
any loss or theft of the Collateral, from any obligation to insure the Collateral and from any claim
arising from the fact that the Collateral is held in a clearing system or in safe custody by the
Custodian, a bank or other custodian. The Trustee has no responsibility for the management of the
Portfolio by the Collateral Manager or to supervise the administration of the Portfolio by the
Collateral Administrator or any other party and is entitled to rely on the certificates or notices of any
relevant party without further enquiry. The Trust Deed also provides that the Trustee shall accept
without investigation, requisition or objection such right, benefit, title and interest, if any, as the
Issuer may have in and to any of the Collateral and is not bound to make any investigation into the
same or into the Collateral in any respect.
106