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  • 3303005.01.10.doc

    The Bank of New York Mellon Trust Company, National Association

    LANDMARK VI CDO LTD. LANDMARK VI CDO, LLC

    NOTICE OF PROPOSED ASSIGNMENT

    OF COLLATERAL MANAGEMENT AGREEMENT

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

    November 28, 2012

    To: The Holders as of November 28, 2012 (the Record Date) of the following Notes (the Notes):

    Note CUSIP ISIN Common Codes Class A Notes (accredited) 51507RAB7 US51507RAB78 N/A Class A Notes (Regulation S) G53728AA2 USG53728AA26 024027473 Class A Notes (Rule 144A) 51507RAA9 US51507RAA95 024027058 Class B Notes (accredited) 51507RAD3 US51507RAD35 N/A Class B Notes (Regulation S) G53728AB0 USG53728AB09 024027546 Class B Notes (Rule 144A) 51507RAC5 US51507RAC51 024027139 Class C Notes (accredited) 51507RAF8 US51507RAF82 N/A Class C Notes (Regulation S) G53728AC8 USG53728AC81 024027597 Class C Notes (Rule 144A) 51507RAE1 US51507RAE18 024027155 Class D Notes (accredited) 51507RAH4 US51507RAH49 N/A Class D Notes (Regulation S) G53728AD6 USG53728AD64 024027643 Class D Notes (Rule 144A) 51507RAG6 US51507RAG65 024027309 Class E Notes (accredited) 51507VAB8 US51507VAB80 N/A Class E Notes (Regulation S) G53730AA8 USG53730AA89 024027686 Class E Notes (Rule 144A) 51507VAA0 US51507VAA08 024027341 Income Notes (accredited) 51507VAD4 US51507VAD47 N/A Income Notes (Regulation S) G53730AB6 USG53730AB62 024027767 Income Notes (Rule 144A) 51507VAC6 US51507VAC63 024027406

    No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Noteholders.

  • 3303005.01.10.doc 7002140

    2

    With a Copy to Those Additional Addressees Listed on Schedule I hereto

    Reference is made to that certain Indenture dated as of January 26, 2006 (as supplemented, amended, or modified from time to time, the Indenture), among LANDMARK VI CDO LTD., as Issuer (the Issuer), LANDMARK VI CDO, LLC, as Co-Issuer (the Co-Issuer, together with the Issuer, the Co-Issuers) and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor in trust to JPMorgan Chase Bank, National Association), as Trustee (the Trustee) and Securities Intermediary. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

    As requested by the Collateral Manager, the Trustee is hereby transmitting a copy of the Notice of Proposed Assignment of Collateral Management Agreement (the Notice). A copy of the Notice is attached hereto as Exhibit A.

    Holders of Class A Notes or Income Notes who wish to register an objection or consent to the proposed assignment of the Collateral Management Agreement must deliver written notice of such objection or consent by mail (or overnight delivery) and facsimile transmission or email to be received by the Trustee no later than 5:00 p.m. (New York City time) on December 28, 2012 at:

    The Bank of New York Mellon Trust Company, National Association 601 Travis Street, 16th Floor Houston, Texas 77002 Attn: Christina Kwan Phone: (713) 483-7614 Fax: (713) 483-6984 christina.kwan@bnymellon.com

    NOVEMBER 28, 2012 SHALL BE THE RECORD DATE WITH RESPECT TO DETERMINING HOLDERS OF CLASS A NOTES AND INCOME NOTES WHO MAY REGISTER AN OBJECTION OR CONSENT.

    The Trustee does not express any view of the merits of, and does not make any recommendation

    with respect to, the proposed assignment of the Collateral Management Agreement or the competence or ability of the assignee to perform its duties.

    Recipients of this notice are cautioned that this notice is not evidence that the Trustee will

    recognize the recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the person in whose name a Note is registered on the registration books maintained by the Note Registrar.

    If you have any questions regarding the Notice, please contact William S. Lutkins of Aladdin Capital Management at (203) 357-8519 or blutkins@aladdincapital.com.

    THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

  • 3303005.01.10.doc

    SCHEDULE I

    Additional Addressees (for information only) Issuer: Landmark VI CDO Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: The Directors Fax: (345) 945-7100 Co-Issuer: Landmark VI CDO, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi Fax: (302) 738-7210 Collateral Manager: William Lutkins Aladdin Capital Management LLC One Landmark Square, 2nd Floor Stamford, Connecticut 06901 Phone: (203) 357-8500 Email: blutkins@aladdincapital.com Irish Paying Agent and Listing Agent: The Bank of New York Mellon (Ireland) Limited Hanover Building, Windmill Lane Dublin 2 Ireland Email: listingdublin@bnymellon.com Irish Stock Exchange Limited: Company Announcements Office Irish Stock Exchange Limited 28 Anglesea Street Dublin 2, Ireland Fax: +353 1 677 6045 Email: announcements@ise.ie

  • 3303005.01.10.doc

    Rating Agencies:

    Standard & Poors 55 Water Street, 41st Floor New York, NY 10041 Fax: (212) 438-2664 Attn: CDO Surveillance with an electronic copy to: cdo_surveillance@sandp.com Stephen_anderberg@sandp.com Moodys Investors Service 7 World Trade Center 250 Greenwich Street New York, NY 10007 Fax: (212) 553-0355 Attention CBO/CLO Monitoring with an electronic copy to: cdomonitoring@moodys.com

    DTC:

    lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com consentannouncements@dtcc.com Euroclear: drit@euroclear.com

    Clearstream:

    CA_general.events@clearstream.com

  • 3303005.01.10.doc

    EXHIBIT A

    Collateral Managers Notice of Proposed Assignment

  • 3303005.01.10.doc

    NOTICE OF PROPOSED ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT

    To: All Notification Parties (as defined below)

    From: Aladdin Capital Management LLC (ACM) and Landmark VI CDO Ltd. (the Issuer)

    Re: Proposed Assignment of Collateral Management Agreement

    PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE NOTIFICATION PARTIES (INCLUDING THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES LISTED BELOW). IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF SUCH NOTES IN A TIMELY MANNER.

    ****

    1. Reference is made to the Indenture, dated as of January 26, 2006 (as amended, supplemented or otherwise modified from time to time, the Indenture), among the Issuer, Landmark VI CDO, LLC (the Co-Issuer and, together with the Issuer, the Co-Issuers) and The Bank of New York Mellon Trust Company, National Association (as successor in trust to JPMorgan Chase Bank, National Association), as Trustee (the Trustee) and Securities Intermediary. Capitalized terms used but not defined in this Notice of Proposed Assignment of Collateral Management Agreement (this Notice) have the meanings specified in the Indenture.

    2. Reference is made to the Collateral Management Agreement, dated as of January 26, 2006 (as amended, supplemented or otherwise modified from time to time, the Collateral Management Agreement), by and between the Issuer and ACM, pursuant to which ACM acts as Collateral Manager for the Issuer.

    3. ACM hereby gives notice of its intent to assign the Collateral Management Agreement to Sound Harbor Partners LLC (SHP) or its permitted assigns (the Assignment).

    4. Pursuant to the Indenture, ACM must notify the Secured Parties of the proposed Assignment and, as described below, may not complete the Assignment if either (A) the Holders of 75% or more of the Aggregate Principal Amount of the outstanding Class A Notes, or (B) the Holders of more than 50% of the Aggregate Principal Amount of the outstanding Income Notes, submit objections to the proposed Assignment not later than the deadline specified below.

    5. The date of this Notice and the record date for determining the Noteholders entitled to receive this Notice is November 28, 2012.

  • -2-

    ASSET PURCHASE AGREEMENT AND ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT:

    6. As of September 14, 2012, ACM entered into that certain Sub-Advisory Agreement (the Sub-Advisory Agreement), by and between SHP and ACM, pursuant to which ACM appointed SHP as its sub-advisor to provide certain services to ACM in connection with the management of the Collateral of the Issuer. Among other matters, SHP provides sub-advisory services to ACM in connection with the Collateral Management Agreement.

    7. As of October 12, 2012, ACM entered into that certain asset purchase agreement (the Asset Purchase Agreement) with SHP, pursuant to which ACM agreed to sell, transfer, assign, convey and deliver to SHP (or an affiliate) certain of its assets related to its business as the collateral manager of certain collateralized loan obligation issuers. In particular, ACM has agreed in the Asset Purchase Agreement to assign all of its rights and obligations under certain collateral management agreements, including the Collateral Management Agreement (collectively, the Applicable Collateral Management Agreements), to SHP or an affiliate thereof. SHP in