To: Moody s Investors Service, Ltd. Attention: CDO Monitoring Team By

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