Company News and Press Releases
REG - Tazlina Fnding CDOII - Notice of Liquidation and Suspension of Payments
Tue, Jun 07 06:38 AM EDT
RNS Number : 9944H
Tazlina Funding CDO II Ltd/LLC
07 June 2011

Corporate Trust Services

9062 Old Annapolis Road

Columbia, MD 21045-1951

MAC: N2702-011



NOTICE OF Liquidation and suspension of payments




TO:     Those parties listed on Schedule A


            Wells Fargo Bank, National Association ("Wells Fargo"), serves as trustee (the "Trustee") pursuant to that certain Indenture dated as of May 10, 2007 (the "Indenture"), by and among Tazlina Funding CDO II, Ltd., (the "Issuer"), Tazlina Funding CDO II, LLC, (the "Co-Issuer") and Wells Fargo as Trustee.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Indenture.


            I.          Notice to Nominees and Custodians.


            If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions.  Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.


            II.        Notice of Liquidation and Suspension of Payments.


            On May 19, 2008, you were notified of the occurrence of an Event of Default under Section 5.1(a) of the Indenture.  On June 23, 2008, you were notified that a Majority of the Controlling Class (i) declared the principal of and accrued and unpaid interest (and, solely with respect to the Class A-1 Notes, Commitment Fee) on all of the Notes to be immediately due and payable, and upon such declaration such principal, together with all accrued and unpaid interest and Class A-1 Commitment Fee thereon, and other amounts payable under the Indenture, became immediately due and payable, (ii) reduced the Commitments under the Class A-1 Notes to zero and (iii) terminated the Reinvestment Period. On June 2, 2011, the Holders of at least 66 2/3% of the Aggregate Outstanding Amount of each Class of Notes voting as a separate Class and each Hedge Counterparty directed the Trustee to sell and liquidate all of the Collateral pursuant to Section 5.5(a)(ii) of the Indenture. 


We hereby give you notice that the Trustee has received a direction to sell and liquidate all the Collateral pursuant to Section 5.5(a)(ii) of the Indenture.  All Secured Parties (including all Holders) under the Indenture are eligible under the Uniform Commercial Code to bid at public sales.  The Trustee will send notices to the addressees hereof setting forth the details of such public sales. 


The Trustee hereby notifies you that due to the above‑described direction to liquidate, no distributions of any kind will be made on any subsequent regularly scheduled Distribution Date.  Pursuant to Section 5.7 of the Indenture, a final distribution will be made after the completion of liquidation at the date or dates fixed by the Trustee.  The Trustee will send a separate notice to you prior to such final distribution date setting out the date for such final liquidation payment.


            III.       Completion of Beneficial Holder Information Form Requested.


To ensure timely receipt of future notices, the Trustee requests that all holders complete the attached Beneficial Holder Information Form and return to the Trustee as instructed on the form as soon as possible.


              Further notices will be sent if significant developments occur.  You may direct questions

to the attention of Charles Brehm by telephone at (410) 884-2178, by e-mail at, by facsimile at (866) 373-0261 or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Charles Brehm,  9062 Old Annapolis Road, Columbia, Maryland 21045. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes generally.


Dated:  June 3, 2011                           





as Trustee

Schedule A

Holders of Notes*: 878047AA7, 878047AB5, 878047AD1, 878047AE9, 878047AF6, 878047AG4, 878047AJ8, 878047AK5, 878047AL3, 878047AM, 878047AN9, G8696U207, G8697XAM3

Collateral Manager 

Terwin Money Management LLC

21700 Oxnard Street, Suite 950

Woodland Hills, CA 91367


With Copies to:

Terwin Money Management LLC

45 Rockefeller Plaza, Suite 420

New York, NY 10111

Attention: Richard Chun


Rating Agencies

Moody's Investor Services, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attn: CBO/CLO Monitoring


Standard & Poor's

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Structured Finance Ratings


Hedge Counterparty

Merrill Lynch Capital Services, Inc.

4 World Financial Center, 18th Floor

New York, New York 10080


With copies to:

GMI Counsel

World Financial Center, North Tower, 12th Floor

4 World Financial Center

New York, New York 10080






Tazlina Funding CDO II, Ltd.

c/o Maples Finance Limited

P.O. Box 1093GT

Boundary Hall

Cricket Square

Grand Cayman KY1-1102

Cayman Islands

Attention: The Directors



Tazlina Funding CDO II, LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attn:  Donald Puglisi, Esq.


Irish Stock Exchange

Company Announcement Office

The Irish Stock Exchange Limited

28 Anglesea Street

Dublin 2, Ireland

Attn:  James Ferguson


Irish Paying Agent

Maples Finance Dublin

75 St. Stephen's Green

Dublin 2, Ireland


Irish Listing Agent

Maples and Calder Listing Services Limited

75 St. Stephen's Green

Dublin 2, Ireland


Channel Islands Stock Exchange

PO Box 623, One Lefebvre Street

St Peter Port, Guernsey, GY1 4PJ,

Channel Islands


CISX Sponsor

Maples Finance Jersey Limited

2nd Floor, Le Masurier House

La Rue Le Masurier

St. Helier, JE2 4YE

Channel Islands






For Holders of:


Tazlina Funding CDO II, Ltd.


Please complete the following and return to:

Charles Brehm, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045

Fax: 866-373-0261         Phone: (410) 884-2178



Please check one.


___      Beneficial Owner.  The undersigned hereby represents and warrants that it is a beneficial owner of the Certificates, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power has not been granted nor assigned to any other party or person.


___      Nominee or Advisor.  The undersigned hereby represents and warrants that it is a nominee or advisor for the beneficial owner, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power has not been granted nor assigned to any other party or person.


CLASS:-------------  _______________


CUSIP:                                               ORIGINAL FACE AMOUNT:  $                                       


NOMINEE NAME:                                                             


NOMINEE BANK (DTC Participant # if Applicable):                                                      


(The following information is important to facilitate conference calls, if needed)


Beneficiary Company Name:                                                           

Contact Name:                                                





Phone                                                                       Facsimile                                                     



Signature:  __________________________________         Date:  ______________







This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange



* The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note.  The numbers are included solely for the convenience of the Holders of Notes. 

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