Pangaea Prospectus - Irish Stock Exchange

(a)
(b)
(c)
(d)
(e)
(f)
(g)
the Portfolio Collateral and any related security or
guarantee, including all moneys received in respect
thereof, all dividends and distributions paid or payable
thereon, all property paid, distributed or 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;
all rights of the Issuer in respect of the Accounts subject
to, in the case of the Counterparty Downgrade Collateral
Account, the rights of any Asset Swap Counterparty
pursuant to the terms of the related Asset Swap
Agreement;
all rights of the Issuer in respect of any Eligible
Investments;
the Issuer’s rights under the Agency Agreement;
the Issuer’s rights under any Asset Swap Agreement;
the Issuer’s rights under the Trust Deed, the Collateral
Acquisition Agreements, the Collateral Management
Agreement, the Collateral Administration Agreement and
each other Transaction Document; and
the Issuer’s rights in and to all money from time to time
held by the Principal Paying Agent or any other Agent for
the payment of principal or interest on the Notes; and
(ii)
a floating charge over the whole of the Issuer’s undertaking and
assets to the extent that such undertaking and assets are not subject
to any other security created by the Issuer above,
excluding, for the purpose of paragraphs (i) and (ii) above, (a) any and all
assets, property or rights which are located in, or governed by the laws of
The Netherlands (except for contractual rights or receivables (rechten of
vorderingen op naam), which are to be assigned or charged to the Trustee
pursuant to paragraphs (i) and (ii) above (or, if applicable, pledged to the
Trustee under the Pledge Agreement)), (b) any and all Dutch Ineligible
Securities, (c) the Issuer’s rights under the Management Agreement and (d)
any and all amounts standing to the credit of the Issuer Dutch Account ((i)
and (ii) together, the “Collateral”).
The Class S1 Combination Notes will be secured solely to the extent to
which the respective underlying Components comprising the Class S1
Combination Notes are secured.
Limited Recourse:
The Notes are limited recourse obligations of the Issuer, which are payable
solely out of amounts received by or on behalf of the Issuer in respect of the
Collateral. Payments on the Notes both prior to and following enforcement
of the security over the Collateral are subordinated to the prior payment of
certain fees and expenses of the Issuer. See Condition 3(c) (Priorities of
Payment) and Condition 11(b) (Enforcement). The net proceeds of the
realisation of the security over the Collateral following an Event of Default
may be insufficient to pay all amounts due to the Noteholders after making
payments to other creditors of the Issuer ranking prior to, or pari passu with,
the holders of the relevant Notes. In the event of any shortfall in such
proceeds, the Issuer will not be obliged to pay, and the other assets (if any)
of the Issuer (including the amounts standing to the credit of the Issuer
11