Master Asset Vehicle II: Redemption Unwind Process

On October 2, 2013, after a multi-year implementation process, amendments to the transaction documents of Master Asset Vehicle II ("MAV II") and related documents (collectively, the "Amendments") were executed.¹ The Amendments establish a mechanism that allows holders of the Notes issued by MAV II to optionally redeem their Notes prior to the stated maturity thereof (each such redemption, a "Redemption Unwind"). Cadwalader, Wickersham & Taft LLP and Davies Ward Phillips & Vineberg LLP acted as United States and Canadian counsel, respectively, to a group of MAV II Noteholders (the "Group") represented by Moelis & Company LLC ("Moelis") in connection with the multi-year process that culminated with the implementation of the Amendments. The purpose of this Clients & Friends Memo (this "Memorandum") is to highlight certain features of the Redemption Unwind process that may be of interest to MAV II Noteholders.² Capitalized terms used but not defined herein have the