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Windermere VII CMBS (IRSH)

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Wednesday 04 May, 2016

Windermere VII CMBS

Notice to Noteholders

RNS Number : 2087X
Windermere VII CMBS Plc
04 May 2016
 

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER.

Notice to Noteholders

€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
€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

issued by

WINDERMERE VII CMBS PLC (the "Issuer")
(the "Notes")

Occurrence of Event of Default

This notice is given in respect of the Notes issued by the Issuer and constituted by a note trust deed dated 16 May 2006 (the "Trust Deed") made between the Issuer and U.S. Bank Trustees Limited as Note Trustee (the " Note Trustee").

Capitalised terms used in this notice and not defined in this notice shall have the meanings set out in the Trust Deed. 

Potential Event of Default: the Issuer gave notice to the Noteholders on 22 April 2016 that it had been informed by the Cash Manager that in respect of the Payment Date (being the Maturity Date) falling on 22 April 2016, default was highly probable in the payment of principal due and payable on the Notes. The Issuer informed Noteholders that this constituted a Potential Event of Default.

Event of Default: the Issuer subsequently gave notice to the Noteholders on 26 April 2016 that, following the Maturity Date on 22 April 2016 and expiry of the relevant three (3) day grace period specified in Condition 10(a)(i), an Event of Default had occurred due to non-payment of principal due on the Maturity Date in respect of the Notes.

Directions and Indemnity: pursuant to Condition 10(a) (Events of Default - Eligible Noteholders) if an Event of Default shall occur the Note Trustee at its absolute discretion may, and if so requested in writing by the Noteholders of not less than 25 per cent. in the aggregate of the Principal Amount Outstanding of the of the most senior class of Regular Notes then outstanding (being the Class B Notes as present) or if so directed by an Extraordinary Resolution of the then most senior class of Noteholders shall, subject to the Note Trustee being indemnified and/or secured to its satisfaction, give notice to the Issuer declaring all the Notes to be due and repayable (as of the Maturity Date) and the Issuer Security enforceable.

No Further Action by the Note Trustee: for the avoidance of doubt the Note Trustee does not intend to take any further action to declare the Notes to be due and repayable and the Issuer Security enforceable unless it is directed by Noteholders of the Notes in accordance with the Trust Deed and provided with satisfactory indemnification and/or security against any liability the Note Trustee may incur by so acting.

Verification of Holdings: Any holder of the Notes wishing to contact the Note Trustee in relation to the above and/or to request the Note Trustee to give notice to the Issuer declaring all the Notes to be due and repayable and the Issuer Security enforceable should first contact the Note Trustee by sending an email to [email protected]. The Note Trustee will require Noteholders to provide verification of its holdings to the satisfaction of the Note Trustee.

This notice is sent without prejudice to any rights of any party under or in respect of the Trust Deed or any related document, and all such rights are expressly reserved. No failure or delay by any party in exercising any right, power or remedy under the Trust Deed or any other related document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy prevent any further or other exercise of any other right, power or remedy.

The Note Trustee expresses no opinion as to the action the Noteholders of the Notes should take. Noteholders of the Notes should take and rely on their own legal, financial or other advice and may not rely on advice or information provided to the Note Trustee, nor on any statements as to the legal position included in notices issued by the Note Trustee in relation to the Notes or otherwise, nor on the views of the Note Trustee expressed herein or otherwise.

This notice is given by

U.S. Bank Trustees Limited
as Note Trustee

3 May 2016

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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