To: Moody s Investors Service, Ltd. Attention: CDO Monitoring Team By
|
|
- Olivia Thomas
- 6 years ago
- Views:
Transcription
1 NOTICE FROM THE ISSUER TO THE TRUSTEE / NOTEHOLDERS / RATING AGENCIES (REGARDING THE AMENDED TRANSACTION DOCUMENTS) To: Fitch Ratings, Ltd Attention: CDO Surveillance By london.cdosurveillance@fitchratings.com; josy.mazzucchiello@fitchratings.com; vincent.scalvenzi@fitchratings.com To: Moody s Investors Service, Ltd. Attention: CDO Monitoring Team By monitor.cdo@moodys.com; Wei.Jiao@moodys.com; Ronald.Kromer@moodys.com To: U.S. Bank Trustees Limited Attention: CDO Relationship Management By CLO.Relationship.Management@usbank.com BabsonEuroCLO20141BV@structuredfn.com To: Noteholders of each Class of Notes (as defined below) 17 January ,250,000 Class A-1 Senior Secured Floating Rate Notes due 2027 (ISIN XS ; ISIN XS ) 30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2027 (ISIN XS ; ISIN XS ) 20,500,000 Class B-1 Senior Secured Floating Rate Notes due 2027 (ISIN XS ; ISIN XS ) 30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 (ISIN XS ; ISIN XS ) 22,500,000 Class C Senior Secured Deferrable Floating Rate Notes due 2027 (ISIN XS ; ISIN XS ) 19,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2027 (ISIN XS ; ISIN XS ) 31,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2027 (ISIN XS ; ISIN XS ) 14,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2027 (ISIN XS ; ISIN XS ) 43,750,000 Subordinated Notes due 2027 (ISIN XS ; ISIN XS ) (the Notes ) 1
2 (a) We refer to: (i) the trust deed dated 15 April 2014 (the Trust Deed) between Babson Euro CLO B.V. (as Issuer), U.S. Bank Trustees Limited (as Trustee), Elavon Financial Services Designated Activity Company (formerly known as Elavon Financial Services Limited) (as Collateral Administrator, Principal Paying Agent, Custodian, Calculation Agent, Account Bank and Information Agent), U.S. Bank National Association (as Registrar and Transfer Agent) and Barings (U.K.) Limited (formerly Babson Capital Management (UK) Limited and Babson Capital Europe Limited) (as Collateral Manager), including the conditions of the Notes set out in Schedule 3 to the Trust Deed (the Conditions), pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein; (ii) (iii) (iv) the notice sent by the Issuer to Noteholders dated 15 December 2016 that, pursuant to Condition 7(b)(iv) (Terms and Conditions of an Optional Redemption), Babson Euro CLO B.V. (in its capacity as Issuer) would, subject to satisfaction of the conditions precedent set out in Condition 7(b) (Optional Redemption), redeem in full the entire Class of each of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes on 16 January 2017 from Refinancing Proceeds. Since the notice given by the Issuer to the Noteholders on 15 December 2016, the Issuer decided that it would not proceed with the redemption of the Class C Notes; the notice sent by the Issuer to the Trustee dated 15 December 2016 whereby, pursuant to Condition 7(b)(iv) (Terms and Conditions of an Optional Redemption), the Issuer notified the Trustee that, subject to satisfaction of the conditions precedent set out in Condition 7(b) (Optional Redemption), the Issuer will redeem the entire Class of each of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes on 16 January 2017 solely from Refinancing Proceeds. Since the notice given by the Issuer to the Trustee on 15 December 2016, the Issuer decided that it would not proceed with the redemption of the Class C Notes; and the notice sent by the Issuer to the Rating Agencies dated 23 December 2016 whereby the Issuer notified each Rating Agency pursuant to Condition 7(b)(v)(B)(1) (Optional Redemption effected in whole or in part through Refinancing) that, subject to satisfaction of the conditions precedent set out in Condition 7(b) (Optional Redemption), the Issuer will redeem in full the entire Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes on 16 January 2017 solely from Refinancing Proceeds. Since the notice given by the Issuer to the Rating Agencies on 23 December 2016, the Issuer decided that it would not proceed with the redemption of the Class C Notes. (b) (c) (d) Capitalised terms used herein and not specifically defined will bear the same meanings as in the Trust Deed. The Issuer hereby provides notice that the refinancing described above occurred in respect of the entire Class of each of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes on 16 January Pursuant to Condition 14(c) (Modification and Waiver), Babson Euro CLO B.V. (in its capacity as Issuer) hereby notifies the Rating Agencies and each Noteholder that on 16 January 2017 amendments were effected to the Trust Deed (including the Conditions), the Collateral Management and Administration Agreement and the Agency and Account Bank Agreement as set out in Schedule 1 to this notice. BABSON EURO CLO B.V. as Issuer 2
3 SCHEDULE 1 EXECUTION VERSION DEED OF AMENDMENT 16 JANUARY 2017 BABSON EURO CLO B.V. as Issuer U.S. BANK TRUSTEES LIMITED as Trustee ELAVON FINANCIAL SERVICES DESIGNATED ACTIVITY COMPANY (formerly ELAVON FINANCIAL SERVICES LIMITED) as Collateral Administrator, Principal Paying Agent, Custodian, Calculation Agent, Account Bank and Information Agent U.S. BANK NATIONAL ASSOCIATION as Registrar and Transfer Agent and BARINGS (U.K.) LIMITED (FORMERLY BABSON CAPITAL MANAGEMENT (UK) LIMITED AND BABSON CAPITAL EUROPE LIMITED) as Collateral Manager Allen & Overy LLP
4 CONTENTS Clause Page 1. Definitions and Interpretation Amendments and Supplements to the Conditions and the Transaction Documents References in Transaction Documents Security Trustee Consent Confirmations Conditions to Issuance of the Refinancing Notes Amount and Status of the Refinancing Notes Covenants to Pay Limited Recourse Notices Governing Law and Jurisdiction Counterparts Rights of Third Parties Schedule 1. Redemption Notice Form of Payment Instructions Form of Report Request Form of Regulation S Notes Part 1 Form of Regulation S Global Certificate of each Class Part 2 Form of Regulation S Definitive Certificate of each Class Form of Rule 144A Notes Part 1 Form of Rule 144a Global Certificate of each Class Part 2 Form of Rule 144A Definitive Certificate of each Class Transfer, Exchange and Registration Documentation Part 1 Regulations Concerning the Transfer, Exchange and Registration of the Notes of each Class Part 2 Form of Definitive Certificate to Regulation S Definitive Certificate Transfer Certificate of each Class Part 3 Form of Definitive Certificate to Rule 144A Definitive Certificate Transfer Certificate of each Class Part 4 Form of Regulation S Global Certificate to Rule 144A Global Certificate Transfer Certificate of each Class Part 5 Form of Rule 144A Global Certificate to Regulation S Global Certificate Transfer Certificate of each Class Part 6 Form of CM Voting Notes to CM Non-Voting Notes Exchange Request Part 7 Form of CM Voting Notes to CM Non-Voting Exchangeable Notes Exchange Request Part 8 Form of CM Non-Voting Exchangeable Notes to CM Non-Voting Notes Exchange Request Part 9 Form of CM Non-Voting Exchangeable Notes to CM Voting Notes Exchange Request Description of the Reports Signatories
5 THIS DEED has been executed as a deed by the parties set out below on 16 January BETWEEN: (1) BABSON EURO CLO B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands on 15 October 2013 for an indefinite period having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, having its registered office at Herikerbergweg 238, 1101 CM Amsterdam, The Netherlands and registered in the commercial register of the Chamber of Commerce under number (the Issuer); (2) U.S. BANK TRUSTEES LIMITED, a limited liability company registered in England and Wales with company number having its registered office at 125 Old Broad Street, fifth floor, London EC2N 1AR, United Kingdom (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of the Original Trust Deed as amended and supplemented in accordance with this Deed) as trustee for the Noteholders (as defined below) and security trustee for the Secured Parties (as defined below); (3) ELAVON FINANCIAL SERVICES DESIGNATED ACTIVITY COMPANY (formerly Elavon Financial Services Limited), a designated activity company registered in Ireland with Companies Registration Office (registered number ) with its registered office at Block E, Cherrywood Business Park, Dublin, Ireland acting through its UK Branch (registered number BR009373) from its offices at 125 Old Broad Street, fifth floor, London EC2N 1AR, United Kingdom under the trade name, U.S. Bank Global Corporate Trust Services as collateral administrator (the Collateral Administrator, which expression shall include any successor collateral administrator appointed under the Collateral Management and Administration Agreement), as principal paying agent (the Principal Paying Agent, which expression shall include any successor principal paying agent appointed under the Agency and Account Bank Agreement), as custodian (the Custodian, which expression shall include any successor custodian appointed under the Agency and Account Bank Agreement), as calculation agent (the Calculation Agent, which expression shall include any successor calculation agent appointed under the Agency and Account Bank Agreement), as account bank (the Account Bank, which expression shall include any successor account bank appointed under the Agency and Account Bank Agreement) and as information agent (the Information Agent, which expression shall include any permitted successors and assigns thereof); (4) U.S. BANK NATIONAL ASSOCIATION, of One Federal Street, 3rd Floor, Boston, Massachusetts 02110, United States of America as registrar (the Registrar, which expression shall include any successor registrar appointed under the Agency and Account Bank Agreement) and as transfer agent (the Transfer Agent, which expression shall include any successor transfer agent appointed under the Agency and Account Bank Agreement); and (5) BARINGS (U.K.) LIMITED (formerly Babson Capital Management (UK) Limited and Babson Capital Europe Limited), a limited liability company incorporated under the laws of England and Wales (registered number ) and having its registered office at 61 Aldwych, London WC2B 4AE, United Kingdom as collateral manager (the Collateral Manager, which expression shall include any successor collateral manager appointed under the Collateral Management and Administration Agreement).
6 WHEREBY: (A) (B) (C) (D) (E) On 15 April 2014 (the Original Closing Date), the Issuer entered into a trust deed (the Original Trust Deed) between, among others, the Issuer, the Trustee and the Collateral Manager in connection with the issue by the Issuer of 201,250,000 Class A-1 Senior Secured Floating Rate Notes due 2027 (the Original Class A-1 Notes), 30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2027 (the Original Class A-2 Notes), 20,500,000 Class B-1 Senior Secured Floating Rate Notes due 2027 (the Original Class B-1 Notes), 30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 (the Original Class B-2 Notes and, together with the Original Class A-1 Notes, the Original Class A-2 Notes and the Original Class B-1 Notes, the Refinanced Notes), 22,500,000 Class C Senior Secured Deferrable Floating Rate Notes due 2027 (the Original Class C Notes), 19,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2027 (the Original Class D Notes), 31,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2027 (the Original Class E Notes), 14,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2027 (the Original Class F Notes) and 43,750,000 Subordinated Notes due 2027 (the Original Subordinated Notes and, together with the Original Class A-1 Notes, Original Class A-2 Notes, Original Class B-1 Notes, Original Class B-2 Notes, Original Class C Notes, Original Class D Notes, Original Class E Notes, Original Class F Notes, the Original Notes). In a notice from the Collateral Manager to the Issuer dated 15 December 2016, the Collateral Manager, pursuant to Condition 7(b)(ii) (Optional Redemption in Part Subordinated Noteholders or Collateral Manager), directed the Issuer to redeem in full the Notes of the entire class of each of the Refinanced Notes on 16 January 2017 at the applicable Redemption Prices, solely from Refinancing Proceeds in accordance with Condition 7(b)(ii) (Optional Redemption in Part Subordinated Noteholders or Collateral Manager). In connection with such refinancing, on the date of this Deed (Refinancing Date) the Issuer will issue 201,250,000 Class A-1 Senior Secured Floating Rate Notes due 2027 (the Class A-1 Notes), 30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2027 (the Class A-2 Notes and together with the Class A-1 Notes, the Class A Notes), 20,500,000 Class B-1 Senior Secured Floating Rate Notes due 2027 (the Class B-1 Notes) and 30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 (the Class B-2 Notes and together with the Class B-1 Notes, the Class B Notes and, the Class B Notes together with the Class A Notes, the Refinancing Notes and, together with the Original Class C Notes, the Original Class D Notes, the Original Class E Notes, the Original Class F Notes and the Original Subordinated Notes, the Notes). In connection with the issuance of the Original Notes, the Issuer, the Trustee and the Collateral Manager, among others, entered into (i) a collateral management and administration agreement dated 15 April 2014 (the Collateral Management and Administration Agreement) and (ii) an agency and account bank agreement dated 15 April 2014 (the Agency and Account Bank Agreement). In accordance with Condition 7(b)(v)(E) (Consequential Amendments) and Condition 14(c) (Modification and Waiver), the Trustee shall agree to modifications to the Original Trust Deed and any other Transaction Document to the extent which the Issuer certifies are necessary to reflect the terms of the Refinancing and to facilitate the Issuer to effect the issuance of the Refinancing Notes. Accordingly, the Issuer and the other parties hereby wish to supplement and amend the Original Trust Deed, the Collateral Management and Administration Agreement, and the Agency and Account Bank Agreement in the manner set out below (the Supplements and Amendments). No consent for the Supplements and Amendments shall be required from the holders of the Notes, other than the Subordinated Noteholders acting by way of Ordinary Resolution directing the redemption. Pursuant to Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing), the Trustee shall agree to such modifications provided that they do not adversely affect the Trustee's duties, obligations, liabilities or protections under the Transaction Documents.
7 (F) (G) On 21 December 2016, the Subordinated Noteholders approved the Supplements and Amendments acting by Ordinary Resolution. The Refinancing Notes are to be constituted and secured by the Original Trust Deed as supplemented and amended by this Deed (the Trust Deed) and offered and sold in accordance with Clause 8.4 (Form of the Refinancing Notes). NOW THIS DEED witnesses and it is hereby declared as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions Capitalised terms used in this Deed but not defined herein shall have the meaning given to them in the Original Trust Deed (as amended and supplemented in accordance with this Deed) and, if not defined therein, in the Conditions (as amended and supplemented in accordance with this Deed), unless the context does not allow. 1.2 Incorporation by Reference Except as otherwise provided herein, the terms of the Original Trust Deed shall apply to this Deed as if they were set out herein and the Original Trust Deed shall be read and construed as one document with this Deed. 2. AMENDMENTS AND SUPPLEMENTS TO THE CONDITIONS AND THE TRANSACTION DOCUMENTS 2.1 Amendments and Supplements to the Conditions (and Schedule 3 to the Trust Deed) The parties hereto hereby agree that on and with effect from and including the Refinancing Date, the Conditions and Schedule 3 (Conditions of the Notes) to the Original Trust Deed shall be amended and supplemented as follows: (a) the definition of Class of Notes in Condition 1 (Definitions) shall be amended by deleting the words "shall be construed accordingly" and replacing them with the following: "shall be construed accordingly, provided that, notwithstanding that (i) the Class A-1 CM Voting Notes, Class A-1 CM Non-Voting Exchangeable Notes and Class A-1 CM Non- Voting Notes are all Class A-1 Notes; the Class A-2 CM Voting Notes, Class A-2 CM Non- Voting Exchangeable Notes and Class A-2 CM Non-Voting Notes are all Class A-2 Notes; and (ii) the Class B-1 CM Voting Notes, Class B-1 CM Non-Voting Exchangeable Notes and Class B-1 CM Non-Voting Notes are all Class B-1 Notes; the Class B-2 CM Voting Notes, Class B-2 CM Non-Voting Exchangeable Notes and Class B-2 CM Non-Voting Notes are all Class B-2 Notes, they shall not be treated as a single Class of Class A-1 Notes, Class A-2 Notes, Class B-1 Notes or Class B-2 Notes, as applicable, in respect of any vote or determination of quorum under the Trust Deed in connection with a CM Removal Resolution or a CM Replacement Resolution as further described in these Conditions, the Trust Deed and the Collateral Management and Administration Agreement"; (b) the definition of Controlling Class in Condition 1 (Definitions) shall be deleted in its entirety and replaced with the following: "Controlling Class means:
8 (a) the Class A Notes, or (b) (i) prior to redemption and payment in full of the Class A Notes and solely in connection with a CM Removal Resolution or a CM Replacement Resolution, and if 100 per cent. of the Principal Amount Outstanding of the Class A Notes is held in the form of CM Non-Voting Notes and/or CM Non- Voting Exchangeable Notes; or (ii) following redemption and payment in full of the Class A Notes, the Class B Notes, or (c) (i) prior to redemption and payment in full of the Class A Notes and Class B Notes and solely in connection with a CM Removal Resolution or a CM Replacement Resolution, and if 100 per cent. of the Principal Amount Outstanding of the Class A Notes and Class B Notes is held in the form of CM Non-Voting Notes and/or CM Non-Voting Exchangeable Notes; or (ii) following redemption and payment in full of the Class A Notes and Class B Notes, the Class C Notes, or (d) (e) (f) (g) following redemption and payment in full of the Class A Notes, Class B Notes and Class C Notes, the Class D Notes, or following redemption and payment in full of the Class A Notes, Class B Notes, Class C Notes and Class D Notes, the Class E Notes, or following redemption and payment in full of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes, the Class F Notes, or following redemption in full of all of the Rated Notes, the Subordinated Notes, provided that: (i) (ii) solely in connection with a CM Removal Resolution or a CM Replacement Resolution, no Notes held in the form of CM Non-Voting Exchangeable Notes and/or CM Non-Voting Notes shall (A) constitute or form part of the Controlling Class, (B) be entitled to vote in respect of such CM Removal Resolution or CM Replacement Resolution or (C) be counted for the purposes of determining a quorum or the result of voting in respect of such CM Removal Resolution or CM Replacement Resolution; and any Notes held by or on behalf of a Collateral Manager Related Party will have no voting rights with respect to any vote (or written direction or consent) in connection with the removal of the Collateral Manager, the appointment of a successor Collateral Manager following a Collateral Manager Event of Default (other than pursuant to paragraph (viii) of Condition 10(f) (Collateral Manager Events of Default) or with respect to the assignment or delegation by the Collateral Manager of its obligations under the Collateral Management and Administration Agreement and will be deemed to not be Outstanding in connection with any such vote, provided, however, that any Notes held by a Collateral Manager Related Party will
9 have voting rights (including in respect of written directions and consents) with respect to all other matters as to which Noteholders are entitled to vote. For the avoidance of doubt, any redemption in full of any one or more Classes of Rated Notes where there is a simultaneous Refinancing of such Class(es) in accordance with the Conditions shall not be deemed to be a redemption for this purpose and such Class(es) shall remain Outstanding."; (c) the definition of Issue Date in Condition 1 (Definitions) shall be deleted in its entirety and replaced with the following: "Issue Date means: (a) (b) in respect of the Class A-1 Notes, Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes, and where used in the U.S. Credit Risk Retention Letter and/or the 2017 Subscription Agreement, 16 January 2017 (or such other date as may shortly follow such date as may be agreed between the Issuer, the Initial Purchaser and the Collateral Manager and is notified to the Noteholders in accordance with Condition 16 (Notices) and the Irish Stock Exchange); and in respect of the Class C Notes, Class D Notes, the Class E Notes, the Class F Notes and the Subordinated Notes, and in respect of all other instances in the Transaction Documents (unless otherwise agreed between the Issuer, the Initial Purchaser and the Collateral Manager or as otherwise expressly set out in the Deed of Amendment), including in respect of the giving of representations and undertakings and as a reference point for calculations and determinations, 15 April 2014."; (d) the definition of Principal Amount Outstanding in Condition 1 (Definitions) shall be deleted in its entirety and replaced with the following: "Principal Amount Outstanding means in relation to any Class of Notes and at any time, the aggregate principal amount outstanding under such Class of Notes at that time, including, in the case of the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes, Deferred Interest which has been capitalised pursuant to Condition 6(c) (Deferral of Interest) save that Deferred Interest shall not be included for the purposes of determining (i) voting rights attributable to the Class C Notes, Class D Notes, Class E Notes and Class F Notes, as applicable, and (ii) the applicable quorum at any meeting of the Noteholders pursuant to Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution); and provided that solely in connection with a CM Removal Resolution or a CM Replacement Resolution, no Notes held in the form of CM Non-Voting Notes or CM Non-Voting Exchangeable Notes shall (a) be entitled to vote in respect of such CM Removal Resolution or CM Replacement Resolution, or (b) be counted for the purposes of determining a quorum or the result of voting in respect of such CM Removal Resolution or CM Replacement Resolution."; (e) the definition of Refinancing in Condition 1 (Definitions) shall be deleted in its entirety and replaced with the following: "Refinancing means, as the context requires: (a) a refinancing in accordance with Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing); or
10 (b) the Refinancing of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes that took effect on 16 January 2017."; (f) (g) the definition of Transaction Documents in Condition 1 (Definitions) shall be amended by inserting the words ", the U.S. Credit Risk Retention Letter" directly after the words "Warehouse Termination Agreement"; the definition of Trust Deed in the Conditions shall be amended by the addition of the following words at the end thereof: ", as amended and supplemented by the Deed of Amendment"; (h) the following new definitions shall be added to Condition 1 (Definitions) in the correct alphabetical order: "2017 Subscription Agreement means the subscription agreement between the Issuer and the Initial Purchaser dated as of 16 January Class A-1 CM Non-Voting Exchangeable Notes means the Class A-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-1 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class A-1 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (ii) Class A-1 CM Non-Voting Notes, and provided further that, in each case, such exchange is in accordance with the restrictions set out in the Trust Deed at any time. Class A-1 CM Non-Voting Notes means the Class A-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-1 CM Voting Notes have a right to vote and be so counted; and (b) are not exchangeable into Class A-1 CM Voting Notes or Class A-1 CM Non-Voting Exchangeable Notes at any time. Class A-1 CM Voting Notes means the Class A-1 Notes which (a) carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions and all other matters as to which Noteholders are entitled to vote; and (b) are exchangeable into Class A-1 CM Non- Voting Notes or Class A-1 CM Non-Voting Exchangeable Notes, in each case, in accordance with the restrictions set out in the Trust Deed at any time. Class A-1 Notes means the 201,250,000 Class A-1 Senior Secured Floating Rate Notes due 2027 authorised by resolutions of the board of Directors of the Issuer on 12 January 2017 and constituted by the Trust Deed. Class A-2 CM Non-Voting Exchangeable Notes means the Class A-2 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-2 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class A-2 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such
11 exchangor; or (ii) Class A-2 CM Non-Voting Notes, and provided further that, in each case, such exchange is in accordance with the restrictions set out in the Trust Deed at any time. Class A-2 CM Non-Voting Notes means the Class A-2 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-2 CM Voting Notes have a right to vote and be so counted; and (b) are not exchangeable into Class A-2 CM Voting Notes or Class A-2 CM Non-Voting Exchangeable Notes at any time. Class A-2 CM Voting Notes means the Class A-2 Notes which (a) carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions and all other matters as to which Noteholders are entitled to vote; and (b) are exchangeable into Class A-2 CM Non- Voting Notes or Class A-2 CM Non-Voting Exchangeable Notes, in each case, in accordance with the restrictions set out in the Trust Deed at any time. Class A-2 Notes means the 30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2027 authorised by resolutions of the board of Directors of the Issuer on 12 January 2017 and constituted by the Trust Deed. Class B-1 CM Non-Voting Exchangeable Notes means the Class B-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class B-1 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class B-1 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (ii) Class B-1 CM Non-Voting Notes, and provided further that, in each case, such exchange is in accordance with the restrictions set out in the Trust Deed at any time. Class B-1 CM Non-Voting Notes means the Class B-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class B-1 CM Voting Notes have a right to vote and be so counted; and (b) are not exchangeable into Class B-1 CM Voting Notes or Class B-1 CM Non-Voting Exchangeable Notes at any time. Class B-1 CM Voting Notes means the Class B-1 Notes which (a) carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions and all other matters as to which Noteholders are entitled to vote; and (b) are exchangeable into Class B-1 CM Non- Voting Notes or Class B-1 CM Non-Voting Exchangeable Notes, in each case, in accordance with the restrictions set out in the Trust Deed at any time. Class B-1 Notes means the 20,500,000 Class B-1 Senior Secured Floating Rate Notes due 2027 authorised by resolutions of the board of Directors of the Issuer on 12 January 2017 and constituted by the Trust Deed. Class B-2 CM Non-Voting Exchangeable Notes means the Class B-2 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement
12 Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class B-2 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class B-2 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (ii) Class B-2 CM Non-Voting Notes, and provided further that, in each case, such exchange is in accordance with the restrictions set out in the Trust Deed at any time. Class B-2 CM Non-Voting Notes means the Class B-2 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class B-2 CM Voting Notes have a right to vote and be so counted; and (b) are not exchangeable into Class B-2 CM Voting Notes or Class B-2 CM Non-Voting Exchangeable Notes at any time. Class B-2 CM Voting Notes means the Class B-2 Notes which (a) carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions and all other matters as to which Noteholders are entitled to vote; and (b) are exchangeable into Class B-2 CM Non- Voting Notes or Class B-2 CM Non-Voting Exchangeable Notes, in each case, in accordance with the restrictions set out in the Trust Deed at any time. Class B-2 Notes means the 30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 authorised by resolutions of the board of Directors of the Issuer on 12 January 2017 and constituted by the Trust Deed. CM Non-Voting Exchangeable Notes means the Class A-1 CM Non-Voting Exchangeable Notes, the Class A-2 CM Non-Voting Exchangeable Notes, the Class B-1 CM Non-Voting Exchangeable Notes and the Class B-2 CM Non-Voting Exchangeable Notes. CM Non-Voting Notes means the Class A-1 CM Non-Voting Notes, the Class A-2 CM Non- Voting Notes, the Class B-1 CM Non-Voting Notes and the Class B-2 CM Non-Voting Notes. CM Removal Resolution means any Resolution, vote, written direction or consent of the Noteholders in relation to the removal of the Collateral Manager in accordance with the Collateral Management and Administration Agreement. CM Replacement Resolution means any Resolution, vote, written direction or consent of the Noteholders in relation to the appointment of a replacement, successor or substitute Collateral Manager or any assignment, transfer or delegation by the Collateral Manager of its rights or obligations, in each case, in accordance with the Collateral Management and Administration Agreement. CM Voting Notes means the Class A-1 CM Voting Notes, the Class A-2 CM Voting Notes, the Class B-1 CM Voting Notes and the Class B-2 CM Voting Notes. Deed of Amendment means an amending deed to the Transaction Documents between the same parties to the Trust Deed dated 16 January Retention Holder means Barings (U.K.) Limited, in its capacity as retention holder in accordance with the Collateral Management and Administration Agreement and the U.S. Credit Risk Retention Letter.
13 U.S. Credit Risk Retention Letter means the letter entered into by the Retention Holder and the Initial Purchaser dated on or about the Issue Date. U.S. Credit Risk Retention Requirements means the U.S. credit risk retention requirements under the U.S. Credit Risk Retention Rules and Section 15G of the Exchange Act. U.S. Credit Risk Retention Rules means the final rules implementing the credit risk retention requirements of Section 15G of the Exchange Act (codified at 17 C.F.R ), including the limitations on hedging, financing and transfer therein. Section references to the U.S. Credit Risk Retention Rules are to the rules contained in Regulation RR, 17 C.F.R 246.1, et seq."; (i) (j) wherever the term Subscription Agreement appears in the Conditions, the term shall be replaced by a reference to both this term and the term "2017 Subscription Agreement"; the following new Condition 2(m) (Exchange of CM Voting Notes / CM Non-Voting Exchangeable Notes / CM Non-Voting Notes) shall be inserted directly after Condition 2(l) (Registrar authorisation): "(m) Exchange of CM Voting Notes / CM Non-Voting Exchangeable Notes / CM Non- Voting Notes (i) (ii) (iii) (iv) Each Class A Note and each Class B Note may be in the form of a CM Voting Note, a CM Non-Voting Exchangeable Note or a CM Non-Voting Note. CM Voting Notes will carry a right to vote in respect of, and be counted for the purposes of determining a quorum and the result of voting on, all matters in respect of which the Noteholders have a right to vote, including, where such CM Voting Notes are the Controlling Class, any CM Replacement Resolutions and/or any CM Removal Resolutions. CM Non- Voting Exchangeable Notes and CM Non-Voting Notes will not carry any rights in respect of, or be counted for the purposes of determining a quorum and the result of voting on, any CM Removal Resolutions or any CM Replacement Resolutions but will carry a right to vote on and be counted in respect of all other matters in respect of which the Noteholders have a right to vote and be counted. Class A-1 CM Voting Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class A-1 CM Non-Voting Exchangeable Notes; or (b) Class A-1 CM Non-Voting Notes. Class A-1 CM Non-Voting Exchangeable Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class A-1 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (b) Class A-1 CM Non-Voting Notes. Class A-1 CM Non-Voting Notes shall not be exchangeable at any time into Class A-1 CM Voting Notes or Class A-1 CM Non-Voting Exchangeable Notes. Class A-2 CM Voting Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class A-2 CM Non-Voting Exchangeable Notes; or (b) Class A-2 CM Non-Voting Notes. Class A-2 CM Non-Voting Exchangeable Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class A-2 CM Voting Notes,
14 provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (b) Class A-2 CM Non-Voting Notes. Class A-2 CM Non-Voting Notes shall not be exchangeable at any time into Class A-2 CM Voting Notes or Class A-2 CM Non-Voting Exchangeable Notes. (v) (vi) (vii) Class B-1 CM Voting Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class B-1 CM Non-Voting Exchangeable Notes; or (b) Class B-1 CM Non-Voting Notes. Class B-1 CM Non-Voting Exchangeable Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class B-1 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (b) Class B-1 CM Non-Voting Notes. Class B-1 CM Non-Voting Notes shall not be exchangeable at any time into Class B-1 CM Voting Notes or Class B-1 CM Non-Voting Exchangeable Notes. Class B-2 CM Voting Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class B-2 CM Non-Voting Exchangeable Notes; or (b) Class B-2 CM Non-Voting Notes. Class B-2 CM Non-Voting Exchangeable Notes will be exchangeable at any time upon request by the relevant Noteholder into: (a) Class B-2 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (b) Class B-2 CM Non-Voting Notes. Class B-2 CM Non-Voting Notes shall not be exchangeable at any time into Class B-2 CM Voting Notes or Class B-2 CM Non-Voting Exchangeable Notes. Any such right to exchange a Class A Note from one form to another, as described and subject to the limitations set out in paragraphs (iii) and (iv) above and any such right to exchange a Class B Note from one form to another, as described and subject to the limitations set out in paragraphs (v) and (vi) above may, in each case, be exercised in accordance with the restrictions set out in the Trust Deed by a Noteholder holding a Definitive Certificate or a beneficial interest in a Global Certificate delivering to the Registrar or a Transfer Agent a written request substantially in the form provided in the Trust Deed from the exchangor."; (k) Condition 6(e) shall be amended by deleting the definition of Class A-2 Fixed Rate of Interest and replacing it with the following: "Class A-2 Fixed Rate of Interest means 1.30 per cent. per annum."; (l) Condition 6(e) shall be amended by deleting the definition of Class B-2 Fixed Rate of Interest and replacing it with the following: "Class B-2 Fixed Rate of Interest means 2.35 per cent. per annum."; (m) Condition 6(f)(i)(4)(i) shall be deleted and replaced with the following: "(i) in the case of the Class A-1 Notes: 1.10 per cent. per annum (the Class A-1 Margin);"; (n) Condition 6(f)(i)(4)(ii) shall be deleted and replaced with the following:
15 "(ii) in the case of the Class B-1 Notes: 1.73 per cent. per annum (the Class B-1 Margin);"; (o) (p) Condition 7(b)(i) shall be amended by deleting the words "and Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing)"; Condition 7(b)(ii) shall be amended as follows: (i) by deleting all references to "Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing)" and replacing them with the following: "Condition 7(b)(v) (Optional Redemption effected in part through Refinancing)"; (ii) by inserting the following directly after the words "the Rated Notes of any Class": "(other than the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and/or the Class B-2 Notes)"; and (iii) by inserting the following at the end of Condition 7(b)(ii): "For the avoidance of doubt, no optional redemption in part may be effected pursuant to this Condition 7(b)(ii) (Optional Redemption in Part Subordinated Noteholders or Collateral Manager) solely from Refinancing Proceeds in respect of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and/or the Class B-2 Notes."; (q) Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing) shall be deleted other than the text from sub-paragraph (1) of paragraph (D) (Refinancing in relation to a Redemption of any Class of Notes) through to paragraph (E) (Consequential Amendments) and replaced with the following: "(v) Optional Redemption effected in part through Refinancing Following receipt of, or, as the case may be, confirmation from the Principal Paying Agent of receipt of, a direction in writing from the Subordinated Noteholders (acting by way of Ordinary Resolution) to exercise any right of optional redemption pursuant to Condition 7(b)(ii) (Optional Redemption in Part Subordinated Noteholders or Collateral Manager), the Issuer may, in the case of a redemption in part of the entire Class of a Class of Rated Notes (other than the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and/or the Class B-2 Notes), issue replacement notes (in accordance with the provisions of the Dutch FSA) (each, a Refinancing Obligation), whose terms in each case will be negotiated by the Collateral Manager on behalf of the Issuer (any such refinancing, a Refinancing). The terms of any Refinancing and the identity of any financial institutions acting as lenders or purchasers thereunder are subject to the prior written consent of the Subordinated Noteholders (acting by way of Ordinary Resolution) and each Refinancing is required to satisfy the conditions described in this Condition 7(b)(v) (Optional Redemption effected in part through Refinancing). Refinancing Proceeds may be applied in the redemption of the Rated Notes (other than the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and/or the Class B-2 Notes) of any by Class pursuant to Condition 7(b)(ii) (Optional Redemption in Part Subordinated Noteholders or Collateral Manager).
16 (A) Refinancing in relation to a Redemption of any Class of Notes In the case of a Refinancing in relation to a redemption of the Rated Notes of any Class (other than the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and/or the Class B-2 Notes) pursuant to Condition 7(b)(ii) (Optional Redemption in Part Subordinated Noteholders or Collateral Manager), such Refinancing will be effective only if:"; (r) (s) (t) (u) Condition 7(b)(v)(D) (Refinancing in relation to a Redemption of any Class of Notes) shall be amended by deleting the words "or in whole, as applicable" in the penultimate paragraph; Condition 7(b)(v)(E) (Consequential Amendments) is consequently renumbered to become Condition 7(b)(v)(B) (Consequential Amendments); all further references to "Condition 7(b)(v) (Optional Redemption effected in whole or in part through Refinancing)" in the Conditions shall be deleted and replaced with references to "Condition 7(b)(v) (Optional Redemption effected in part through Refinancing)"; and Condition 14(b)(ii) (Meetings of Noteholders, Modification, Waiver and Substitution) shall be amended by inserting the following directly after the words "The Trust Deed does not contain any provision for higher quorums in any circumstances.": "In connection with a CM Removal Resolution or a CM Replacement Resolution, no Class A Notes or Class B Notes held in the form of CM Non-Voting Notes or CM Non-Voting Exchangeable Notes shall (A) constitute or form part of the Controlling Class, (B) be entitled to vote in respect of any such CM Removal Resolution or CM Replacement Resolution; or (C) be counted for the purposes of determining a quorum or the result of voting in respect of any such CM Removal Resolution or CM Replacement Resolution.". 2.2 Amendments and Supplements to the Agency and Account Bank Agreement The parties hereto that are party to the Agency and Account Bank Agreement hereby agree that on and with effect from and including the Refinancing Date, the Agency and Account Bank Agreement shall be amended and supplemented as follows: (a) the definition of Notes in Clause 1.1 (Definitions) shall be deleted in its entirety and replaced with the following: "Notes means the Class A-1 Notes (comprising the Class A-1 CM Voting Notes, the Class A-1 CM Non-Voting Notes and the Class A-1 CM Non-Voting Exchangeable Notes), the Class A-2 Notes (comprising the Class A-2 CM Voting Notes, the Class A-2 CM Non-Voting Notes and the Class A-2 CM Non-Voting Exchangeable Notes), the Class B-1 Notes (comprising the Class B-1 CM Voting Notes, the Class B-1 CM Non-Voting Notes and the Class B-1 CM Non-Voting Exchangeable Notes), the Class B-2 Notes (comprising the Class B-2 CM Voting Notes, the Class B-2 CM Non-Voting Notes and the Class B-2 CM Non-Voting Exchangeable Notes), the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Subordinated Notes (each as constituted by the Trust Deed and each as defined below) or any of them."; (b) the following new definitions shall be added to Clause 1.1 (Definitions) in the correct alphabetical order: "Refinanced Notes means the 201,250,000 Class A-1 Senior Secured Floating Rate Notes due 2027, the 30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2027, the
17 20,500,000 Class B-1 Senior Secured Floating Rate Notes due 2027 and the 30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 authorised by resolutions of the board of Directors of the Issuer on 9 April 2014 and issued by the Issuer on 15 April 2014 and constituted by the Trust Deed. Refinancing Notes means the 201,250,000 Class A-1 Senior Secured Floating Rate Notes due 2027, the 30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2027, the 20,500,000 Class B-1 Senior Secured Floating Rate Notes due 2027 and the 30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2027 authorised by resolutions of the board of Directors of the Issuer on 12 January 2017 and issued by the Issuer on or about 16 January 2017 and constituted by the Trust Deed."; (c) Clause 2.1(a) shall be amended by inserting the following after the number "2027": "(comprising the Class A-1 CM Voting Notes, the Class A-1 CM Non-Voting Notes and the Class A-1 CM Non-Voting Exchangeable Notes)"; (d) Clause 2.1(b) shall be amended by inserting the following after the number "2027": "(comprising the Class A-2 CM Voting Notes, the Class A-2 CM Non-Voting Notes and the Class A-2 CM Non-Voting Exchangeable Notes)"; (e) Clause 2.1(c) shall be amended by inserting the following after the number "2027": "(comprising the Class B-1 CM Voting Notes, the Class B-1 CM Non-Voting Notes and the Class B-1 CM Non-Voting Exchangeable Notes)"; (f) Clause 2.1(d) shall be amended by inserting the following after the number "2027": "(comprising the Class B-2 CM Voting Notes, the Class B-2 CM Non-Voting Notes and the Class B-2 CM Non-Voting Exchangeable Notes)"; (g) Clause 2.1 (Issue of Notes) shall be amended by the addition of the following paragraph at the end thereof: "The Issuer has agreed to refinance the Refinanced Notes and issue the Refinancing Notes in replacement therefor on or around the Refinancing Date. Each Class of Refinancing Notes shall be constituted by the Trust Deed (as amended)."; and (h) Schedule 1 (Redemption Notice), Schedule 3 (Form of Payment Instructions) and Schedule 4 (Form of Report Request) are deleted in their entirety and replaced with the forms set out in Schedules 1, 2 and 3 hereto respectively. 2.3 Amendments and Supplements to the Original Trust Deed The parties hereto hereby agree that on and with effect from and including the Refinancing Date, the Original Trust Deed shall be amended and supplemented as follows: (a) the following new definitions shall be added to Clause 1.1 (Definitions) in the correct alphabetical order: "Class A-1 CM Non-Voting Exchangeable Notes means the Class A-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement
18 Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-1 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class A-1 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (ii) Class A-1 CM Non-Voting Notes, and provided further that, in each case, such exchange is in accordance with the restrictions set out in this Trust Deed at any time. Class A-1 CM Non-Voting Notes means the Class A-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-1 CM Voting Notes have a right to vote and be so counted; and (b) are not exchangeable into Class A-1 CM Voting Notes or Class A-1 CM Non-Voting Exchangeable Notes at any time. Class A-1 CM Voting Notes means the Class A-1 Notes which (a) carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions and all other matters as to which Noteholders are entitled to vote; and (b) are exchangeable into Class A-1 CM Non-Voting Notes or Class A-1 CM Non-Voting Exchangeable Notes, in each case, in accordance with the restrictions set out in this Trust Deed at any time. Class A-2 CM Non-Voting Exchangeable Notes means the Class A-2 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-2 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class A-2 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such exchangor; or (ii) Class A-2 CM Non-Voting Notes, and provided further that, in each case, such exchange is in accordance with the restrictions set out in this Trust Deed at any time. Class A-2 CM Non-Voting Notes means the Class A-2 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class A-2 CM Voting Notes have a right to vote and be so counted; and (b) are not exchangeable into Class A-2 CM Voting Notes or Class A-2 CM Non-Voting Exchangeable Notes at any time. Class A-2 CM Voting Notes means the Class A-2 Notes which (a) carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions and all other matters as to which Noteholders are entitled to vote; and (b) are exchangeable into Class A-2 CM Non-Voting Notes or Class A-2 CM Non-Voting Exchangeable Notes, in each case, in accordance with the restrictions set out in this Trust Deed at any time. Class B-1 CM Non-Voting Exchangeable Notes means the Class B-1 Notes which (a) do not carry a right to vote with respect to or be counted for the purposes of determining a quorum and the result of voting on CM Removal Resolutions and CM Replacement Resolutions but which do have a right to vote on and be so counted in respect of all other matters in respect of which the Class B-1 CM Voting Notes have a right to vote and be so counted; and (b) are exchangeable at any time into (i) Class B-1 CM Voting Notes, provided that the exchangor may not be an Affiliate of the entity which sold such Notes to such
FAIRHOLD SECURITISATION LIMITED (the Issuer ) (Incorporated with limited liability in the Cayman Islands with registration number )
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF CLASS A NOTEHOLDERS AND CLASS B NOTEHOLDERS. IF CLASS A NOTEHOLDERS OR CLASS B NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
More informationISDA International Swaps and Derivatives Association, Inc.
EXECUTION VERSION ISDA International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of 2 nd July 2018 among: Abbey Covered Bonds LLP (the LLP ), Deutsche Trustee Company Limited (the
More informationU.S.$500,000, (ISIN: XS )
EIB Sukuk Company Ltd. U.S.$2,500,000,000 Trust Certificate Issuance Programme U.S.$500,000,000 Trust Certificates due 2018 (ISIN: XS0803231827) Trust Certificate Issuance Programme On 15 September 2011,
More informationISDA. International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT. dated as of 18 December 2014 among:
EXECUTION VERSION ISDA International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of 18 December 2014 among: Holmes Funding Limited (the "Remaining Party"), Abbey National Treasury
More informationMaster Repurchase Agreement
Master Repurchase Agreement Dated as of Between: and Regions Bank 1. Applicability From time to time the parties hereto may enter into transactions in which one party ( Seller ) agrees to transfer to the
More informationESCROW AGREEMENT. Dated, Relating to
CITY OF ANAHEIM, CALIFORNIA and U.S. BANK NATIONAL ASSOCIATION, Escrow Agent ESCROW AGREEMENT Dated, 2014 Relating to Certificates of Participation (1993 Land Acquisition Refinancing Project) Evidencing
More informationRing-fencing Transfer Scheme
IN THE HIGH COURT OF JUSTICE CLAIM NO: FS-2017-000004 BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES BUSINESS LIST (ChD) Financial Services and Regulatory LLOYDS BANK PLC - and - BANK OF SCOTLAND PLC
More informationICE Clear Netherlands B.V. Default Porting Notice
ICE Clear Netherlands B.V. Default Porting Notice To: ICE Clear Netherlands B.V. Hoogoorddreef 7 1101 BA Amsterdam, the Netherlands IceclearnetherlandsRisk@theice.com From: Full legal name of Customer:
More informationRESOLUTION NO
MIA 184152500v2 RESOLUTION NO. 15-028 A RESOLUTION OF THE SCHOOL BOARD OF OSCEOLA COUNTY, FLORIDA, AUTHORIZING EXECUTION OF AMENDED AND RESTATED SCHEDULE 1995A AND AMENDED AND RESTATED SCHEDULE 2004A TO
More informationAPPLICABLE FINAL TERMS. EIB Sukuk Company Ltd. Issue of U.S.$500,000,000 Trust Certificates due 2018 under the
APPLICABLE FINAL TERMS 10 July 2012 EIB Sukuk Company Ltd. Issue of U.S.$500,000,000 Trust Certificates due 2018 under the U.S.$1,000,000,000 Trust Certificate Issuance Programme PART A CONTRACTUAL TERMS
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation July 15, 2016 To: Attention: CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc.
More informationISDA. International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT. dated as of 31 October 2017 among:
ISDA International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of 31 October 2017 among: Holmes Master Issuer PLC ( Holmes ), The Bank of New York Mellon, acting through its London
More informationISDA INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.
2004 ISDA Novation Definitions ISDA INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. Copyright 2004 by INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. 360 Madison Avenue One New Change 16th
More information[INSERT NAME OF EXISTING LESSOR] AS EXISTING LESSOR [INSERT NAME OF AIRLINE/OPERATOR OF THE AIRCRAFT] AS LESSEE
Please refer to the AWG Template Documents on Lease Novation/Assignment & Assumption Agreements Guiding Principles October 2017 (as amended) at www.awg.aero for further drafting notes [INSERT NAME OF EXISTING
More informationESCROW AGREEMENT. Defeasance of 2018 and 2019 Maturities of 2005 Bonds. between SCHOOL DISTRICT NO. 414 (KIMBERLY), TWIN FALLS COUNTY, IDAHO.
ESCROW AGREEMENT Defeasance of 2018 and 2019 Maturities of 2005 Bonds between SCHOOL DISTRICT NO. 414 (KIMBERLY), TWIN FALLS COUNTY, IDAHO and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated effective
More informationWHG TREASURY PLC (incorporated in England and Wales with limited liability under the Companies Act 2006, registered number )
WHG TREASURY PLC (incorporated in England and Wales with limited liability under the Companies Act 2006, registered number 9138070) 250,000,000 4.25 per cent. Secured Bonds due 2045 (including 75,000,000
More informationSTID Proposal. STID Proposal for the prior written consent of the HS1 Security Trustee in relation to certain definitions in the MDA
EXECUTION VERSION STID Proposal From: To: HS1 Limited (as Proposer and HS1 ) 12th Floor, One Euston Square 40 Melton Street London NW1 2FD Lloyds Bank plc (as HS1 Security Trustee ) Third Floor 25 Gresham
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation October 30, 2018 To: Attention: CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, CIBC Covered Bond (Legislative) GP
More informationESCROW AGREEMENT RELATING TO THE DEFEASANCE OF PORTIONS OF
ESCROW AGREEMENT RELATING TO THE DEFEASANCE OF PORTIONS OF $168,838,667.35 CHABOT-LAS POSITAS COMMUNITY COLLEGE DISTRICT (Alameda and Contra Costa Counties, California) General Obligation Bonds, Election
More information"Specified Entity" means in relation to Party A for the purpose of:
Covered Bond Swap Agreement SCHEDULE to the ISDA Master Agreement dated as of September 30, 2013 between (1) BANK OF MONTREAL ("Party A"); and (2) BMO COVERED BOND GUARANTOR LIMITED PARTNERSHIP ("Party
More informationFor personal use only
National RMBS Trust 2015-1 Issue Supplement - Series 2015-1 Dated 12 March 2015 Perpetual Trustee Company Limited (ABN 42 000 001 007) in its capacity as trustee of the National RMBS Trust 2015-1 in respect
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation December 14, 2015 To: Attention: CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, CIBC Covered Bond (Legislative) GP
More informationISDA. International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX. to the Schedule to the. Interest Rate Swap ISDA Master Agreement
AMENDED AND RESTATED ISDA International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Interest Rate Swap ISDA Master Agreement dated as of September 30, 2013 between
More informationAPX-ENDEX CLEARING B.V. - and - [NAME OF MEMBER] - and - ABN AMRO BANK N.V. MEMBER ESCROW AGREEMENT
DATED APX-ENDEX CLEARING B.V. - and - [NAME OF MEMBER] - and - ABN AMRO BANK N.V. MEMBER ESCROW AGREEMENT MEMBER ESCROW AGREEMENT This agreement is made on [DAY] [MONTH] [YEAR] THE UNDERSIGNED: 1. APX-ENDEX
More informationCompanies Act 2006 COMPANY HAVING A SHARE CAPITAL. Memorandum of Association of. PM SPV [XX] Limited
Companies Act 2006 COMPANY HAVING A SHARE CAPITAL Memorandum of Association of PM SPV [XX] Limited Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006
More informationBE IT RESOLVED BY THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA:
A RESOLUTION AUTHORIZING THE ISSUANCE ON BEHALF OF THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA, OF NOT EXCEEDING $61,000,000 REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2017A, FOR THE PURPOSE OF LEASE-
More informationISDA. International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX. to the Schedule to the. Covered Bond 2002 Master Agreement
ISDA International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Covered Bond 2002 Master Agreement (Series CBL14) dated as of June 8, 2016 between The Toronto-Dominion
More informationLovells. HSBC BANK PLC as the Currency Swap Provider CONFORMED COPY. relating to PERSONAL AND AUTO FINANCE LOAN SECURITISATION. involving.
-- CONFORMED COPY CURRENCY SWAP DOCUMENTATION relating to PERSONAL AND AUTO FINANCE LOAN SECURITISATION involving HSBC BANK PLC as the Currency Swap Provider and PARAGON PERSONAL AND AUTO FINANCE (N0.3)
More informationDATED 15 January KENSINGTON GROUP PLC as Maturity Purchaser. CITIBANK, N.A., LONDON BRANCH as Escrow Agent. KAYL PARENT S.À R.
DATED 15 January 2015 KENSINGTON GROUP PLC as Maturity Purchaser CITIBANK, N.A., LONDON BRANCH as Escrow Agent KAYL PARENT S.À R.L as Guarantor MEZZ NOTE PURCHASE DEED Berwin Leighton Paisner LLP Adelaide
More informationSubordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance
Presenting a live 90-minute webinar with interactive Q&A Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance Drafting and Negotiating SNDA Agreements
More informationExhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT. by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG.
Exhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow
More informationTHE EVERGREEN STATE COLLEGE RESOLUTION NO
THE EVERGREEN STATE COLLEGE RESOLUTION NO. 2006-01 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE EVERGREEN STATE COLLEGE AUTHORIZING THE ISSUANCE AND SALE OF HOUSING SYSTEM REVENUE AND REFUNDING BONDS,
More informationESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT is entered into as of February 19, 2014, between the North Ogden City, Utah (the Issuer ), and Wells Fargo Bank, N.A., as Escrow Agent (the Escrow
More informationJH:SRF:JMG:brf AGENDA DRAFT 4/06/2016 ESCROW AGREEMENT
23090-12 JH:SRF:JMG:brf AGENDA DRAFT 4/06/2016 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the Agreement ) is dated as of May 1, 2016, and is entered into by and between the MT. DIABLO UNIFIED SCHOOL DISTRICT
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation April 19, 2016 To: Attention: CIBC Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, CIBC Covered Bond (Legislative) GP Inc.
More informationCROSS-PRODUCT MASTER AGREEMENT (CROSS-AFFILIATE VERSION 2) June Dated as of BETWEEN. ( Party A ) and the Party A Affiliates (as defined herein)
asd CROSS-PRODUCT MASTER AGREEMENT (CROSS-AFFILIATE VERSION 2) June 2003 Dated as of BETWEEN ( Party A ) and the Party A Affiliates (as defined herein) and ( Party B ) 1. Interpretation 1.1 Definitions
More informationREDEVELOPMENT AGENCY OF THE CITY OF SPARKS, NEVADA
REDEVELOPMENT AGENCY OF THE CITY OF SPARKS, NEVADA SUBORDINATE LIEN TAX INCREMENT REVENUE REFUNDING BONDS SERIES 2014 ESCROW AGREEMENT DRAFT This ESCROW AGREEMENT, dated as of August 14, 2014 (this Agreement
More informationSTOCK PURCHASE AGREEMENT. This Stock Purchase Agreement is entered into as of by a Delaware corporation (the Company ), and (the Purchaser ).
STOCK PURCHASE AGREEMENT. This Stock Purchase Agreement is entered into as of by a Delaware corporation (the Company ), and (the Purchaser ). SECTION 1. CONSTRUCTION OF AGREEMENT. (a) Interpretation. This
More informationESCROW AGREEMENT (2008 CERTIFICATES)
ESCROW AGREEMENT (2008 CERTIFICATES) Stradling Yocca Carlson & Rauth Draft of 9/1/16 THIS ESCROW AGREEMENT (2008 CERTIFICATES), dated as of 1, 2016 (the Agreement ), by and between the Yorba Linda Water
More informationISDA. International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX. between. ... and... relating to the
ISDA International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX between... and... ("Party A") ("Party B") relating to the [1992/2002] ISDA Master Agreement dated as of... between Party
More informationESCROW INSTRUCTIONS RECITALS
HDW 6/8/15 Draft ESCROW INSTRUCTIONS These Escrow Instructions, dated as of July 1, 2015 (the Escrow Instructions ), are directed to WELLS FARGO BANK, NATIONAL ASSOCIATION, as escrow agent (the Escrow
More informationCHASE ISSUANCE TRUST FOURTH AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT. among
EXECUTION COPY CHASE ISSUANCE TRUST FOURTH AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT among CHASE BANK USA, NATIONAL ASSOCIATION, Servicer, Account Owner and Administrator and CHASE CARD FUNDING
More informationISSAQUAH SCHOOL DISTRICT NO. 411 KING COUNTY, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 2013A (TAX-EXEMPT)
ISSAQUAH SCHOOL DISTRICT NO. 411 KING COUNTY, WASHINGTON UNLIMITED TAX GENERAL OBLIGATION BONDS, 2013A (TAX-EXEMPT) UNLIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2013B (TAXABLE) RESOLUTION NO. 1025
More informationISDA International Swaps and Derivatives Association, Inc.
ISDA International Swaps and Derivatives Association, Inc. SCHEDULE to the Covered Bond 2002 Master Agreement (Series CBL16) dated as of March 13, 2017 between (1) The Toronto-Dominion Bank ( Party A );
More informationIndustries Department, Haryana Template regarding Commercial Contracts
*Disclaimer This legal form and document is for reference only. Any document that you enter into, should be in consultation with an Advocate or a Solicitor. The Government will not be responsible for any
More informationACQUISITION AGREEMENT
Quint & Thimmig LLP ACQUISITION AGREEMENT by and between the CITY OF ALAMEDA, CALIFORNIA and CATELLUS ALAMEDA DEVELOPMENT, LLC dated as of 1, 2013 relating to: City of Alameda Community Facilities District
More informationVIETNAM INFRASTRUCTURE LIMITED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT FINANCIAL ADVICE FROM YOUR FINANCIAL ADVISER. This
More informationBOARD OF SUPERVISORS RESOLUTION NO
Kenosha County BOARD OF SUPERVISORS RESOLUTION NO. 2017- Subject: A Resolution Authorizing and Providing for the Sale and Issuance of $5,315,000 General Obligation Law Enforcement Enhancement Bonds, Series
More informationESCROW AGREEMENT. between the CALIFORNIA AREA DEVELOPMENT AUTHORITY. and. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
DRAFT Attachment 3 ESCROW AGREEMENT between the CALIFORNIA AREA DEVELOPMENT AUTHORITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent Dated July 1, 2016 relating to the current refunding
More information1995 ISDA Standard Terms and Conditions for Escrow Float Transactions
1995 ISDA Standard Terms and Conditions for Escrow Float Transactions ISDA INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. Copyright 1995 by International Swaps and Derivatives Association, Inc.
More informationESCROW AGREEMENT RELATING TO THE DEFEASANCE OF A PORTION OF
ESCROW AGREEMENT RELATING TO THE DEFEASANCE OF A PORTION OF $55,771,886.25 DESERT COMMUNITY COLLEGE DISTRICT (Riverside and Imperial Counties, California) 2005 General Obligation Refunding Bonds THIS ESCROW
More informationESCROW DEPOSIT AGREEMENT WIT N E SSE T H:
ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated as of March 1, 2015, by and between the LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY, a political
More information2. The terms of the particular Transaction to which this Confirmation relates are as follows:
CREDIT SUISSE INTERNATIONAL One Cabot Square, Telephone 020 7888 8888 London E14 4QJ www.credit-suisse.com 26 July 2005 Deutsche Bank National Trust Company, not in its individual capacity but solely as
More informationDeed Number 6. Modifications to the Emphyteutical Grant made by virtue of the Deed in the Records of Notary Vincent Miceli of the 28/04/2004 Deed 60
Today the twenty fifth (25 th ) day of August of the year two thousand and fourteen (2014). Before me Doctor of Laws Keith Francis German a Notary Public in the Government Property Division, duly admitted
More informationESCROW AGREEMENT. Relating to the advance crossover refunding of the outstanding
ESCROW AGREEMENT Relating to the advance crossover refunding of the outstanding $11,998,678.35 aggregate denominational amount Piedmont Unified School District (Alameda County, California) General Obligation
More informationBOARD OF SUPERVISORS RESOLUTION NO
Kenosha County BOARD OF SUPERVISORS RESOLUTION NO. 2017- Subject: A Resolution Authorizing and Providing for the Sale and Issuance of $13,255,000 General Obligation Promissory Notes, Series 2017A, and
More informationFEDERAL NATIONAL MORTGAGE ASSOCIATION ( FANNIE MAE ) Issuer and Trustee TRUST AGREEMENT. Dated as of January 1, for
FEDERAL NATIONAL MORTGAGE ASSOCIATION ( FANNIE MAE ) Issuer and Trustee TRUST AGREEMENT Dated as of January 1, 1999 for GUARANTEED REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 1999-1 evidencing
More informationBETWEEN. (Company No. ) (as the Assignor) AND. UNITED OVERSEAS BANK (MALAYSIA) BHD (Company No K) (as the Bank)
BETWEEN (Company No. (as the Assignor AND UNITED OVERSEAS BANK (MALAYSIA BHD (Company No. 271809 K (as the Bank ********************************************************************* DEED OF ASSIGNMENT
More informationMASTER AIRCRAFT LEASE ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, 2012
MASTER AIRCRAFT LEASE ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, 2012 Template Document prepared jointly by AWG and IATA Release Date: October 2012 PREPARATORY NOTES This template document was jointly
More informationMultifamily Housing Revenue Bond Rules
Multifamily Housing Revenue Bond Rules 12.1. General. (a) Authority. The rules in this chapter apply to the issuance of multifamily housing revenue bonds ("Bonds") by the Texas Department of Housing and
More informationFORM 2F ESCROW AGREEMENT - CPC
FORM 2F ESCROW AGREEMENT - CPC THIS AGREEMENT is made as of the... day of...,... BETWEEN: (the Issuer ; AND: (the Escrow Agent ; AND: THE UNDERSIGNED SECURITY HOLDERS OF THE ISSUER (the Security Holders
More informationINSTALLMENT PURCHASE AGREEMENT
INSTALLMENT PURCHASE AGREEMENT by and between COUNTY SANITATION DISTRICT NO. 14 OF LOS ANGELES COUNTY and LOS ANGELES COUNTY SANITATION DISTRICTS FINANCING AUTHORITY Dated as of 1, 2015 TABLE OF CONTENTS
More informationESCROW AGREEMENT. by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES. and. U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent
NP Draft 6/25/14 ESCROW AGREEMENT by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent Dated 1, 2014 relating to: Harbor Department
More informationVIETNAM INFRASTRUCTURE LIMITED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT FINANCIAL ADVICE FROM YOUR FINANCIAL ADVISER. This
More informationWORKFORCE HOUSING DEED OF TRUST
THIS INSTRUMENT PREPARED BY VIRGINIA BEACH CITY ATTORNEY'S OFFICE $ WORKFORCE HOUSING DEED OF TRUST THIS WORKFORCE HOUSING DEED OF TRUST is made this day of,, by and between, ( Eligible Buyer ), GRANTOR,
More informationWARRANTY ASSIGNMENT AND CONSENT (VARIANT 2), 2012 USER S GUIDE AND COMMENTARY
WARRANTY ASSIGNMENT AND CONSENT (VARIANT 2), 2012 USER S GUIDE AND COMMENTARY Prepared jointly by AWG and IATA DISCLAIMER THIS USER S GUIDE DOES NOT PURPORT TO RENDER LEGAL OR OTHER ADVICE. NEITHER AWG
More informationSITE LEASE. Dated as of April 1, between the. ELK GROVE UNIFIED SCHOOL DISTRICT as lessor. and the
TO BE RECORDED AND WHEN RECORDED RETURN TO: Lozano Smith, LLP One Capitol Mall, Suite 640 Sacramento, California 95814 Attention: Daniel M. Maruccia Lozano Smith, LLP Draft #2 3/3/2016 THIS TRANSACTION
More informationDrafting a Commercial Lease Agreement Appendix A 5 Leases
Drafting a Commercial Lease Agreement Appendix A 5 Leases M&A TRANSACTION Lease 1 The Tenant will not assign this Lease in whole or in part nor sublet all or any part of the Leased Premises, nor mortgage
More informationCITIZENS PROPERTY INSURANCE CORPORATION. and. REGIONS BANK, as Indenture Trustee and Escrow Agent ESCROW DEPOSIT AGREEMENT.
GT Draft No. 3 11/20/14 CITIZENS PROPERTY INSURANCE CORPORATION and REGIONS BANK, as Indenture Trustee and Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to Citizens Property Insurance Corporation High-Risk
More informationStructured Finance. Avis Budget Rental Car Funding (AESOP) LLC, Series Representations and Warranties Presale Appendix. Asset-Backed / U.S.A.
Asset-Backed / U.S.A. Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 Presale Appendix Analysts Timothy McNally Stephanie Lobaccaro Brian Coffey +1 212 908-0870 +1 212 908-0769 +1 212 908-0399
More informationSCOTTISH DECLARATION OF TRUST
SCOTTISH DECLARATION OF TRUST among SANTANDER UK PLC LANGTON MORTGAGES TRUSTEE LIMITED and LANGTON FUNDING (NO. 1) LIMITED Re: Scottish Loans and Related Security 2010 GMB.RXM.S10494.1005 TODS MURRAY LIP
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation February 3, 2016 To: TD Covered Bond (Legislative) Guarantor Limited Partnership, acting by its managing general partner, TD Covered Bond (Legislative) GP Inc. 66 Wellington
More informationESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY. and. MUFG UNION BANK, N.A., as Escrow Bank. Dated as of February 1, 2016
Stradling Yocca Carlson & Rauth Draft of 12/29/15 ESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY and MUFG UNION BANK, N.A., as Escrow Bank Dated as of February 1, 2016 Relating
More informationNATIONAL POLICY ESCROW FOR INITIAL PUBLIC OFFERINGS TABLE OF CONTENTS
NATIONAL POLICY 46-201 ESCROW FOR INITIAL PUBLIC OFFERINGS TABLE OF CONTENTS PART Part I Part II Part III Part IV TITLE Purpose and Interpretation 1.1 What is the purpose of escrow? 1.2 Interpretation
More informationGULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAM ADDENDUM
GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAM ADDENDUM (10-12) MODIFIED/ADDITIONAL TERMS AND CONDITIONS FOR THE GULFSTREAM IV AND FOKKER 100 AIRCRAFT PROGRAMS The Standard Purchase Order Terms and Conditions
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation June 19, 2014 To: RBC Covered Bond Guarantor Limited Partnership, acting by its managing general partner, RBC Covered Bond GP Inc. 155 Wellington Street West, 14th Floor
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation July 29, 2013 To: RBC Covered Bond Guarantor Limited Partnership, acting by its managing general partner, RBC Covered Bond GP Inc. 155 Wellington Street West, 14th Floor
More informationDuties Amendment (Land Rich) Act 2004 No 96
New South Wales Duties Amendment (Land Rich) Act 2004 No 96 Contents Page 1 Name of Act 2 2 Commencement 2 3 Amendment of Duties Act 1997 No 123 2 Schedule 1 Land rich amendments 3 Schedule 2 Other amendments
More informationESCROW AGREEMENT. by and between the CITY OF SAN MATEO. and. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent
OH&S Draft 1/24/13 ESCROW AGREEMENT by and between the CITY OF SAN MATEO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent Dated as of February 1, 2013 RELATING TO: CITY OF SAN MATEO
More informationNOW, THEREFORE, BE IT RESOLVED by the Board of Education of Purdy R-II School District of Barry County, Missouri, as follows:
RESOLUTION AUTHORIZING THE ESTABLISHMENT OF AN ESCROW ACCOUNT WITH UMB BANK, N.A., KANSAS CITY, MISSOURI TO DEFEASE AND PREPAY $75,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011
More informationCONSTRUCTION AGENCY AGREEMENT. dated as of March 1, between. BA LEASING BSC, LLC, as Lessor, and
EX-10.1 2 nsconstructionagmt-030519.htm CONSTRUCTION AGENCY AGREEMENT EXECUTION VERSION CONSTRUCTION AGENCY AGREEMENT dated as of March 1, 2019 between BA LEASING BSC, LLC, as Lessor, and NORFOLK SOUTHERN
More informationDated as of April 1, 2004 FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4
FANNIE MAE Issuer and Trustee TRUST AGREEMENT Dated as of April 1, 2004 for FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 WISCONSIN AVENUE SECURITIES MEZZANINE REMIC
More informationCITY OF CALABASAS COMMUNITY FACILITIES DISTRICT NO SPECIAL TAX REFUNDING BONDS SERIES 2006 REFUNDING ESCROW AGREEMENT
OH&S 8/28/17 Draft CITY OF CALABASAS COMMUNITY FACILITIES DISTRICT NO. 2001-1 SPECIAL TAX REFUNDING BONDS SERIES 2006 REFUNDING ESCROW AGREEMENT This REFUNDING ESCROW AGREEMENT (the Agreement ), made and
More informationdated December [21], 2017 between and $[87,400,000]
ESCROW AGREEMENT dated December [21], 2017 between SOUTH DAKOTA BOARD OF REGENTS and FIRST BANK & TRUST IN BROOKINGS, as Escrow Agent $[87,400,000] SOUTH DAKOTA BOARD OF REGENTS HOUSING AND AUXILIARY FACILITIES
More informationDeed of Agreement for Lease [in relation to Connection Contract Contestable ASP/1 Connection]
Deed of Agreement for Lease [in relation to Connection Contract Contestable ASP/1 Connection] Instructions for completion We recommend you obtain legal advice before signing this document. Complete Items
More informationBankafAmenca Merrill Lynch
BankafAmenca Merrill Lynch r Execution Copy To: SAN DIEGO COUNTY REGIONAL TRANSPORTATION COMMISSION 401 B Street, Suite 800 San Diego, California 92101 Attn: Gallegos, Gary Telephone: (619) 595-5300 Fax:
More informationMacKenzie Realty Capital, Inc.
MacKenzie Realty Capital, Inc. Transfer Instructions and Forms This form may be used to transfer shares of common stock ( Shares ) of MacKenzie Realty Capital, Inc. (the Company ). PLEASE READ THE FOLLOWING
More informationDeed of Agreement for Easement [in relation to Connection Contract Contestable ASP/1 Connection]
Deed of Agreement for Easement [in relation to Connection Contract Contestable ASP/1 Connection] Instructions for completion We recommend you obtain legal advice before signing this document. Complete
More informationCovered Bond Swap Confirmation. Scotiabank Covered Bond Guarantor Limited Partnership
Covered Bond Swap Confirmation September 20, 2016 To: Scotiabank Covered Bond Guarantor Limited Partnership c/o The Bank of Nova Scotia Scotia Plaza 44 King Street West Toronto, Ontario M5H 1H1 Attn: Managing
More informationDEED RESTRICTION AGREEMENT
DEED RESTRICTION AGREEMENT THIS DEED RESTRICTION AGREEMENT (the "Agreement") is entered into this day of, 2018 (the "Effective Date") by and between the Town of Vail, Colorado, a Colorado home rule municipality
More informationORDINANCE NUMBER 1154
ORDINANCE NUMBER 1154 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PERRIS ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PERRIS VALLEY VISTAS) OF THE CITY OF PERRIS AUTHORIZING
More informationFIFTH AMENDMENT OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR HICKS AIRFIELD, TARRANT COUNTY, TEXAS
STATE OF TEXAS COUNTY OF TARRANT FIFTH AMENDMENT OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR HICKS AIRFIELD, TARRANT COUNTY, TEXAS Hicks Airfield Pilots Association, a Texas non-profit
More informationCITY OF OCEAN SHORES, WASHINGTON ORDINANCE NO. 939
CITY OF OCEAN SHORES, WASHINGTON ORDINANCE NO. 939 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF OCEAN SHORES, WASHINGTON, PROVIDING FOR THE ISSUANCE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS
More informationTRANSFER OF BANKING BUSINESS OF UBS LIMITED TO UBS EUROPE SE SCHEME SUMMARY
TRANSFER OF BANKING BUSINESS OF UBS LIMITED TO UBS EUROPE SE SCHEME SUMMARY 1. INTRODUCTION 1.1 UBS Limited (the "Transferor") has agreed to transfer all of its business (including the accepting of deposits)
More informationTHE TOWN OF VAIL EMPLOYEE HOUSING GUIDELINES
THE TOWN OF VAIL EMPLOYEE HOUSING GUIDELINES 10-19-99 10/19/99 Page 1 of 11 I. PURPOSE The purpose of the (Guidelines) is to set forth the occupancy requirements, re-sale procedures, and resale price limitations
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation April 2, 2014 To: Scotiabank Covered Bond Guarantor Limited Partnership c/o The Bank of Nova Scotia Scotia Plaza 44 King Street West Toronto, Ontario M5H 1H1 Attn: Managing
More informationGeneral Assignment Of Leases And Rents
Page 1 of 8 General Assignment Of Leases And Rents This Agreement made as of the day of, 2, between: (the Assignor ) of the first part, and Canadian Imperial Bank of Commerce (the Assignee ) of the second
More informationOCWEN FINANCIAL CORP
OCWEN FINANCIAL CORP FORM 8-K (Current report filing) Filed 04/06/15 for the Period Ending 04/06/15 Telephone 561-682-8000 CIK 0000873860 Symbol OCN SIC Code 6162 - Mortgage Bankers and Loan Correspondents
More informationCovered Bond Swap Confirmation
Covered Bond Swap Confirmation December 8, 2017 To: RBC Covered Bond Guarantor Limited Partnership, acting by its managing general partner, RBC Covered Bond GP Inc. 155 Wellington Street West, 14th Floor
More informationEUROMED, S.A. GENERAL SALES CONDITIONS ( GSC )
EUROMED, S.A. GENERAL SALES CONDITIONS ( GSC ) 1. Definitions and Applicability of GSC: 1.1 Definitions - Seller: EUROMED S.A. - Purchaser: Person or entity that is a recipient of a good or service provided
More information