VALLAURIS II CLO PLC - Irish Stock Exchange

Pursuant to the Euroclear Pledge Agreement, the Issuer has also created a Belgian law pledge
over the Issuer’s entitlement to the Collateral Debt Obligations from time to time held in Euroclear.
Pursuant to the OAT Strips Pledge Agreement, the Issuer has created a Belgian law pledge in
favour of the Trustee (held for the benefit of the holders of the Class V Structured Combination
Notes only) over the Issuer’s entitlement to the OAT Strips Portion.
Pursuant to the Trust Deed, the obligations of the Issuer under the Class V Structured
Combination Notes are also secured in favour of the Trustee for the benefit of the Class V Structured
Combination Noteholders by:
(i) an assignment by way of security of all the Issuer’s rights, title and interest (present and
future, and all entitlements or other benefits relating thereto) in respect of the OAT Strips,
including, without limitation, 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
(ii) an assignment by way of security of all of the Issuer’s rights, title and interest (present and
future) against the Custodian under the Agency Agreement to the extent that such rights
relate to the OAT Strips, the OAT Custody Account and the OAT Strips Sale Proceeds
only.
With regard to the security created pursuant to the OAT Strips Pledge Agreement and the
provisions of the Trust Deed specified above, the Trustee shall have regard to the interests of the
holder of the Class V Structured Combination Notes only.
Pursuant to the Natexis Zero Coupon Notes Pledge Agreement, the Issuer has created a Belgian
law pledge in favour of the Trustee (held for the benefit of the holders of the Class VI Structured
Combination Notes only) over the Issuer’s entitlement to the Natexis Zero Coupon Notes Portion.
Pursuant to the Trust Deed, the obligations of the Issuer under the Class VI Structured
Combination Notes are also secured in favour of the Trustee for the benefit of the Class VI
Structured Combination Noteholders by:
(i) an assignment by way of security of all the Issuer’s rights, title and interest (present and
future, and all entitlements or other benefits relating thereto) in respect of the Natexis Zero
Coupon Notes, including, without limitation, 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
(ii) an assignment by way of security of all of the Issuer’s rights, title and interest (present and
future) against the Custodian under the Agency Agreement to the extent that such rights
relate to the Natexis Zero Coupon Notes and the Natexis Zero Coupon Notes Custody
Account only.
With regard to the security created pursuant to the Natexis Zero Coupon Notes Pledge
Agreement and the provisions of the Trust Deed specified above, the Trustee shall have regard to the
interests of the holder of the Class VI Structured Combination Notes only.
(b)
(c)
Application of Proceeds upon Enforcement: The Trust Deed provides that the net proceeds
of realisation of, or enforcement with respect to, the security over the Collateral
constituted by the Trust Deed and the Euroclear Pledge Agreement shall be applied in
accordance with the Priorities of Payment.
Limited Recourse: The obligations of the Issuer to pay amounts due and payable in respect
of the Notes and to the other Transaction Creditors at any time shall be limited to the
proceeds available at such time to make such payment in accordance with these Conditions
and the Trust Deed. If the net proceeds of realisation of the security constituted by the
Trust Deed and the Euroclear Pledge Agreement upon enforcement thereof in accordance
with Condition 11 (Enforcement) and the provisions of the Trust Deed and the Euroclear
Pledge Agreement are less than the aggregate amount payable in such circumstances by the
Issuer in respect of the Notes and to the other Transaction Creditors (such negative
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