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Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 MAC: N2702-011 |
NOTICE OF Liquidation and suspension of payments
TAZLINA FUNDING CDO II, LTD.
TAZLINA FUNDING CDO II, LLC
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 CharlesC.Brehm@WellsFargo.com, 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
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
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
Issuer
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
Co-Issuer
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
BENEFICIAL HOLDER INFORMATION FORM
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:
Address:
Phone: Facsimile:
E-mail:
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.
