Castilla Finance DAC: Seller Insolvency Event

Dublin 1 (pta021/25.09.2024/13:38 UTC+2)

NOTICE TO THE HOLDERS OF THE

EUR 240,000,000 Senior Notes due 2025 (ISIN: XS1382379409) and
EUR 32,727,273 Mezzanine Notes due 2025 (ISIN: XS2110110090)
(together the "Notes")

issued by Castilla Finance DAC (the "Issuer")

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF NOTES, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE

We refer to the Terms and Conditions of the Notes and adopt the definitions set out therein.

NOTICE IS HEREBY GIVEN that, on 17 September 2024, the Issuer received notice from Toro Finance, S.L.U. (which acts as both the Servicer and the Seller) that it had filed for pre-insolvency proceedings in Spain on 29 July 2024. Such filing constitutes a Seller Insolvency Event under paragraph (b) of the definition thereof which, in turn, constitutes an Event of Default under paragraph (g) of Condition 10. Acting upon directions contained in Extraordinary Resolutions in writing of the holders of the Notes dated 23 September 2024, on or about the date hereof:

1. the Issuer served a notice of Termination Events upon Toro Finance, S.L.U (as the "Seller" and the "Servicer") and Intermoney Titulización, SGFT, SA (as the "Cash Manager") specifying that:
   1. certain Potential Termination Events have occurred;
   2. each such Potential Termination Event constituted a separate, independent and alternative Termination Event upon the delivery of such notice; and
   3. consequently, the Termination Event Date occurred on the date of such notice;
2. The Trustee served an Enforcement Notice upon the Issuer in accordance with Condition 10 declaring that:
   1. all Notes are immediately due and repayable at their respective Principal Amounts Outstanding, together with accrued but unpaid interest and other amounts owing to the Noteholders;
   2. the Transaction Security became immediately enforceable upon the delivery of such Enforcement Notice; and
   3. the Trustee may exercise its rights to take any enforcement action in respect of the Transaction Security as it may consider desirable or necessary from time to time; and
3. the Issuer and the Trustee entered into a sixth deed of amendment and restatement to:
   1. amend and restate the Trust Deed, including updating the Scheduled Maturity Date of the Notes to '30 May 2025'; and
   2. clarify operation of the Post-Enforcement Priority of Payments following the delivery of the Enforcement Notice.

Notwithstanding the above, the Issuer notes that the provisions of Condition 16 (Limited Recourse) continue to applysuch that, if the proceeds of all Realisations are insufficient, after payment of all other claims ranking in priority in accordance with the applicable Priority of Payments, to pay in full all amounts then due and payable under Notes, then the amount remaining to be paid (after such application in full of the amounts referred to above) under such Notes shall cease to be due and payable by the Issuer.

Furthermore, the provisions of Condition 17 (Non Petition) and Clause 4 (Non-Petition and Limited Recourse) of the Trust Deed continue to apply, such that only the Trustee may pursue the remedies available under the general law and/or under the Transaction Documents to enforce the Transaction Security and no Noteholder or other Secured Creditor shall be entitled to proceed directly against the Issuer to enforce the Transaction Security.

The Issuer has reserved its rights against the Seller and Servicer in relation to the matters referred to in this notice.

This notice is given by the Issuer and is dated 25 September 2024.

Further Information

For queries relating to the above please contact:

ireland@wilmingtontrust.com

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