THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. Notice To Noteholders WINDERMERE VII CMBS PLC (the Issuer) 145,000,000 Class A1 Commercial Mortgage Backed Notes due 2016 466,000,000 Class A2 Commercial Mortgage Backed Notes due 2016 50,000 Class X Commercial Mortgage Backed Notes due 2016 50,000,000 Class B Commercial Mortgage Backed Notes due 2016 27,400,000 Class C Commercial Mortgage Backed Notes due 2016 50,800,000 Class D Commercial Mortgage Backed Notes due 2016 20,000,000 Class E Commercial Mortgage Backed Notes due 2016 23,000,000 Class F Commercial Mortgage Backed Notes due 2016 (the Notes) Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse), together with implementing Commission Directives 2003/124/EC of 22 December 2003, 2003/125/EC of 22 December 2003 and 2004/72/EC of 29 April 2004, as implemented by the relevant member states, require disclosure by or on behalf of the Issuer of any inside information concerning the Notes. Capitalised terms used but not otherwise defined in this notice shall have the meaning ascribed to them in the Master Definitions Agreement dated 16 May 2006 and made between, amongst others, the Issuer, the Cash Manager and the Note Trustee. 1. Part 8 Proceedings We refer to the Notices dated 8 January 2016 and 21 January 2016 pursuant to which the Issuer provided the Noteholders with an update in respect of the proceedings which were commenced by the holder of the Class X Notes (the Class X Holder ) and holders of in aggregate more than 25% of the outstanding Class B Notes (the Class B Holders ) in the High Court under Part 8 of the Civil Procedure Rules (the Part 8 Proceedings ).
A directions hearing in respect of the Part 8 Proceedings was held on 17 February 2016. The parties to the Part 8 Proceedings agreed a List of Issues which has been approved in the form appended to an Order that was sealed on 25 February 2016 and which is attached hereto as a schedule. The five day window which has been set aside for the two day expedited trial is 8 14 March 2016. Queries may be addressed to the Issuer as follows: WINDERMERE VII CMBS PLC c/o Wilmington Trust SP Services (Dublin) Limited Fourth Floor 3 George's Dock IFSC Dublin 1 Ireland Attention: e-mail: Ref: The Directors Ireland@WilmingtonTrust.com WINDERMERE VII CMBS PLC This Notice is given by the Issuer on 4 March 2016. - 2 -
Schedule - 3 -
IN THE HIGH COURT OF JUSTICE Claim No. FL-2015-000006 25 Feb 2016 CHANCERY DIVISION FINANCIAL LIST FL-2015-000006 Before: Mr Justice Snowden Dated: 17 February 2016 B E T W E E N: (1) HAYFIN OPAL LUXCO 3 S.A.R.L. (2) HAYFIN TOPAZ 3 S.C.A. -and- Claimants (1) WINDERMERE VII CMBS P.L.C. (2) US BANK TRUSTEES LIMITED (3) ELAVON FINANCIAL SERVICES LIMITED Defendants ORDER 1
UPON the Claimants Claim issued on 18 November 2015 AND UPON paragraph 6 of the Order of Mrs Justice Rose dated 14 January 2016 AND UPON the Court hearing Martin Pascoe QC and Alexander Riddiford for the Claimants, Jeremy Goldring QC and Stephen Robins for the First Defendant, David Head for the Second Defendant and Andrew de Mestre for the Third Defendant IT IS ORDERED THAT 1 The List of Issues, as agreed by the parties, is approved in the form appended hereto. 2 The Claimants oral application for a direction requiring the First Defendant to file and serve further evidence is refused. 3 The First Defendant s oral application for a direction permitting it to file and serve further evidence is refused. 4 The parties shall agree and, by 4pm on 29 February 2016, shall file a statement of agreed facts for the purposes of the expedited trial. 5 By 4pm on 29 February 2016, each party shall file and serve a position paper setting out its position on Issues 1, 2, 4, 6 and 7 of the List of Issues. 6 By 4pm on 2 March 2016, the Claimants shall file and serve their skeleton argument for the expedited trial. 7 By 4pm on 4 March 2016, each of the Defendants shall file and serve its skeleton argument for the expedited trial. 2
8 Liberty to apply for further directions to Mr Justice Snowden on written notice, with such application or applications to be determined on the papers (if the parties agree that no oral hearing is necessary and subject to the Court determining that no oral hearing is necessary). 9 Costs in the case. Service of the Order The Court has provided a sealed copy of this Order to the serving party: DaySparkes, Ground Floor (West), 9 Gray s Inn Square, Gray s Inn, London, WC1R 5JQ (ref: Michael Sparkes) 3
Appendix: List of Issues IN THE HIGH COURT OF JUSTICE Claim No. FL-2015-000006 CHANCERY DIVISION FINANCIAL LIST B E T W E E N: (1) HAYFIN OPAL LUXCO 3 S.A.R.L. (2) HAYFIN TOPAZ LUXCO 3 S.C.A. Claimants -and- (4) WINDERMERE VII CMBS PUBLIC LIMITED COMPANY (5) US BANK TRUSTEES LIMITED (6) ELAVON FINANCIAL SERVICES LIMITED Defendants LIST OF ISSUES January 2015 Interest Payment Date 4
1. Whether, as a matter of construction, for the purpose of calculating the Expected Available Interest Collections in respect of the Nordostpark Mortgage Loan for the January 2015 Payment Date (and accordingly for the purpose of determining the amount of interest due and payable on the Class X Note): 1) element (b) of the definitions of Senior Rate and Junior Rate in the Nordostpark Intercreditor Agreement should be interpreted (or a term implied therein) so as to mean EURIBOR or (where no Hedging Arrangement remains in place) the Fixed Rate or (following an Event of Default where no Hedging Arrangement remains in place), the higher of EURIBOR and the Fixed Rate ; and 2) whether or not the Nordostpark Intercreditor Agreement should be so interpreted (or such a term implied therein), whether the interest payable to the Senior Lender in respect of the Nordostpark Mortgage Loan should have included Default Interest payable by the Nordostpark Borrower at the rate of 1% per annum. 2. Whether, as a matter of construction, for the purpose of determining the amount of interest due and payable on the Class X Note for the January 2015 Payment Date, the payment of servicing fees under clause 15 of the Nordostpark Intercreditor Agreement reduced, to the extent of such fees, the amount of Expected Available Interest Collections for the January 2015 Payment Date. 3. In the light of the answers to 1 and 2 above, whether the Claimants calculation of the amount of Class X interest payable on the January 2015 Payment Date in the Schedules to their Points of Dispute is correct. October 2015 Interest Payment Date 5
4. Whether, as a matter of construction, for the purpose of determining the amount of interest due and payable on the Class X Note for the October 2015 Payment Date, the capitalisation of unpaid interest on the Adductor Mortgage Loan had the effect of reducing, to the extent of that capitalisation, the Expected Available Interest Collections for the purpose of calculating the Class X Interest Amount for the October 2015 Payment Date. 5. In the light of the answer to 4 above, whether the Claimants calculation of was the amount of Class X interest payable on the October 2015 Payment Date in the Schedules to their Points of Dispute is correct. Consequential issues 6. Whether, as a matter of construction, any amounts of historic unpaid Class X interest accrue interest at the Class X Interest Rate or at some other and (if so) what rate until payment; or whether no such interest accrues. 7. Whether, in light of the answers to the issues raised in paragraphs [1] to [6] above (or any of them), there was an underpayment of Class X interest for the Payment Dates in January 2015 and/or October 2015 and if so whether an Event of Default occurred thereby. 6