NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 3rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland (the Issuer )

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1 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE RESIDENT OUTSIDE THE UNITED KINGDOM). 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. This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ( relevant persons ). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately forward this document 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. THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. 1

2 NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 3rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland (the Issuer ) 26 September ,200,000 Class A Senior Secured Floating Rate Notes due 2029 (Reg S ISIN: XS / XS / XS ; Rule 144A ISIN: XS / XS / XS ) 37,250,000 Class B-1 Senior Secured Floating Rate Notes due 2029 (Reg S ISIN: XS / XS / XS ; Rule 144A ISIN: XS / XS / XS ) 9,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2029 (Reg S ISIN: XS / XS / XS ; Rule 144A ISIN: XS / XS / XS ) 21,250,000 Class C Senior Secured Deferrable Floating Rate Notes due 2029 (Reg S ISIN: XS / XS / XS ; Rule 144A ISIN: XS / XS / XS ) 19,750,000 Class D Senior Secured Deferrable Floating Rate Notes due 2029 (Reg S ISIN: XS / XS / XS ; Rule 144A ISIN: XS / XS / XS ) 26,250,000 Class E Senior Secured Deferrable Floating Rate Notes due 2029 (Reg S ISIN: XS ; Rule 144A ISIN: XS ) 12,950,000 Class F Senior Secured Deferrable Floating Rate Notes due 2029 (Reg S ISIN: XS ; Rule 144A ISIN: XS ) (the Rated Notes ) 49,400,000 Subordinated Notes due 2029 (Reg S ISIN: XS ; Rule 144A ISIN: XS ) (the Rated Notes and the Subordinated Notes together, the Original Notes ) 2

3 Notice to Noteholders (the Notice of Ordinary Resolution ) Passing of Written Resolution of holders of the Class A Notes We refer to a trust deed (the Trust Deed ) dated 28 January 2016 made between (among others) the Issuer and U.S. Bank National Association as trustee (the Trustee ) pursuant to which the Original Notes were constituted, issued and secured. We also refer to a collateral management and administration agreement dated 28 January 2016 (the Existing CMAA ) between (amongst others) the Issuer and the Trustee. Pursuant to Condition 14(c)(Modification and Waiver), we hereby give you notice that the holders of the Class A Notes have, on 15 September 2017 and by way of Ordinary Resolution (as required by Condition 14(c)(xvii)(Modification and Waiver)) approved an amendment to the Fitch Test Matrix, which is set out in Schedule 3 (Portfolio Profile Tests and Collateral Quality Tests) of the Existing CMAA (the Fitch Test Matrix ). Please find at Annex 1 the form of resolution passed (the Written Resolution ). Rating Agency Confirmation has also been received in respect of such amendments to the Fitch Test Matrix (as required by Condition 14(c)(xvii) (Modification and Waiver)). Accordingly, the Trustee has agreed with the Issuer and Collateral Manager a deed of amendment dated 26 September 2017 to implement the amendment to the Fitch Test Matrix. Any terms used but not defined in this Notice of Ordinary Resolution shall have the meaning given thereto in the Trust Deed or if not so defined therein, the Written Resolution. This Notice of Ordinary Resolution is issued by: NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 3rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland Attention: The Directors Facsimile: +353 (0) Date: 26 September

4 Annex 1 Form of Written Resolution 4

5 THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE CLASS A NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary. This Notice is addressed only to the Class A Noteholders (as defined below) and persons to whom it may otherwise be lawful to distribute it ( relevant persons ). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of Class A Notes referred to below, you should immediately forward this document 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. THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 3rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland Notice to the Class A Noteholders (the Notice ) NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 17 August 2017 (a designated activity company, having the status of a private company limited by shares incorporated under the laws of Ireland, under company number ) (the Issuer ) # v6 1

6 241,200,000 Class A Senior Secured Floating Rate Notes due 2029 (Reg S: XS ; XS ; XS ; Rule 144A: XS ; XS ; XS ) (the Class A Notes ) We refer to a trust deed dated 28 January 2016 (the Trust Deed ) between (amongst others) the Issuer and U.S. Bank National Association as trustee (the Trustee ), including the conditions of the Notes set out therein (the Conditions ), pursuant to which the Class A Notes were constituted on the terms and subject to the conditions contained therein. Capitalised terms used but not otherwise defined in this Notice shall have the meaning given thereto in the Trust Deed (including the Conditions as set out in Schedule 3 thereto). 1. Proposed Amendments Please take notice that in connection with the update by Fitch to its ratings methodology, it is proposed that the Fitch Tests Matrix as set out in Schedule 3 to the Collateral Management and Administration Agreement be amended by replacing it with an updated form thereof (such amendment, the CMAA Amendment ). The CMAA Amendment is set out in detail in the Proposed Written Resolution (defined below) which is attached in the Schedule hereto. 2. Approval Requirements In accordance with Condition 14(c)(xvii) (Modification and Waiver) the Issuer may amend, modify supplement and/or waive the relevant provisions of the Transaction Documents to modify or amend any components of the Fitch Tests Matrix, subject to (i) receipt of Rating Agency Confirmation from Fitch; and (ii) the approval of the Controlling Class acting by Ordinary Resolution. Accordingly, the Class A Noteholders are requested to confirm their consent to the CMAA Amendment by way of Ordinary Resolution. The Issuer will seek to obtain Rating Agency Consent to the CMAA Amendment from Fitch. 3. Request The Issuer hereby requests that the holders of more than 50 per cent. of the aggregate Principal Amount Outstanding of the Class A Notes approve the CMAA Amendment by passing a resolution in writing in the form attached hereto in the Schedule (Form of Written Resolution) (the Proposed Written Resolution ). If so sanctioned, the Proposed Written Resolution shall for all purposes be as valid and effective as an Ordinary Resolution passed at a meeting of the Class A Noteholders duly convened and held. Accordingly, Holders of the Class A Notes are requested to approve and pass the Proposed Written Resolution in accordance with the procedure set out below by NO LATER THAN 5 p.m. (London time) on 15 th September 2017 (the Approval Deadline ). # v6 2

7 Class A Noteholders are advised that subject to the Trustee having received signed Written Resolutions together with satisfactory evidence of holding (as described below) from the holders of more than 50 per cent. of the aggregate Principal Amount Outstanding of the Class A Notes (the Approval Conditions ), the Proposed Written Resolution shall be passed on (1) 15 th September 2017 at 5 p.m. (London time) or (2) such earlier date on which the Approval Conditions are satisfied. Any Holders of the Class A Notes with questions relating to the CMAA Amendment are kindly requested to contact the Issuer using the details provided below. Each Holder of the Class A Notes is solely responsible for making its own independent appraisal of all matters (including those relating to this Notice, the Class A Notes and the Issuer) as such Holder deems appropriate, and each Holder must make its own decision as to whether to consent to the CMAA Amendment and to sign the Proposed Written Resolution. In accordance with normal practice, the Trustee has not been involved in the formulation or negotiation of the CMAA Amendment and the Proposed Written Resolution outlined in this Notice, and the Trustee expresses no opinion nor makes any representations as to the merits of the CMAA Amendment (which it has not been involved in drafting) or the Proposed Written Resolution nor does the Trustee express any opinion on whether Holders of the Class A Notes would be acting in their best interests voting for or against the CMAA Amendment and the Proposed Written Resolution. Holders of the Class A Notes should take their own independent advice on the merits and consequences of signing or not signing the Proposed Written Resolution, including any tax consequences. The Trustee is not responsible for the accuracy, completeness, validity, relevance, sufficiency or correctness of the statements made in this Notice (including any information stated to be provided by the Issuer) or omissions herein and make no representation that all relevant information has been disclosed to the Holders of the Class A Notes in or pursuant to this Notice. Nothing in this Notice should be construed as a recommendation to the Holders of the Class A Notes from the Issuer, the Trustee the Collateral Administrator or the Principal Paying Agent to vote in favour of, or against, the CMAA Amendment or the Proposed Written Resolution. No person has been authorised to make any recommendation on behalf of the Issuer, the Trustee, the Collateral Manager, the Collateral Administrator or the Principal Paying Agent as to whether or how the Holders of the Class A Notes should vote pursuant to the CMAA Amendment. No person has been authorised to give any information, or to make any representation in connection therewith, other than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent. This Notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity in any jurisdiction. The distribution of this Notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this Notice comes are required by the Issuer, the Trustee, the Collateral Manager, the Collateral Administrator and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions. This Notice does not constitute a solicitation in any circumstances in which # v6 3

8 such solicitation is unlawful. None of the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions. Availability of Documents All documents referred to in this Notice and the Proposed Written Resolution are available for inspection on and from the date of the Notice, during usual business hours at the principal office of the Issuer and at the specified offices of the Transfer Agents for the time being. Any Holders of the Class A Notes wishing to approve the CMAA Amendment should follow the procedure below. Procedure for direct voting on the Proposed Written Resolution for Holders of the Class A Notes Any Holder of the Class A Notes wishing to elect to approve the CMAA Amendment should: 1. complete and sign the attached Proposed Written Resolution (as applicable); 2. forward the signed Proposed Written Resolution, together (to the extent not already provided) with evidence of their interest in the relevant Class A Notes in a form satisfactory to the Trustee, by to Justin.benoit@usbank.com; and 3. give irrevocable instructions to the relevant Clearing Systems to block Class A Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Class A Notes at any time after such date until the earlier of (i) the date that the Proposed Written Resolution has been passed or (ii) two Business Days immediately following the Approval Deadline. Class A Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. Holders of the Class A Notes who do not wish to approve the Proposed Written Resolution need take no action. Certain of the Class A Notes are represented by global notes and are registered in the name of USB Nominees (UK) Limited as nominee for the common depositary (the Nominee ), and held for Euroclear and Clearstream, Luxembourg (the Clearing Systems ). By forwarding a signed Written Resolution as described above, each beneficial owner of the Class A Notes will confirm that they have authorised the Clearing Systems at which their account is maintained to disclose to each of the addressees of the Proposed Written Resolution confirmation that they are the beneficial owner of such Class A Notes and the Principal Amount Outstanding of such Class A Notes. Any Holder of the Class A Notes who does not wish to approve the CMAA Amendment need take no action but may be bound by any Written Resolutions which are subsequently passed. # v6 4

9 This Notice is issued by: NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 3rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland By: Date: 17 August 2017 # v6 5

10 Contact Details: To the Issuer: NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY Address: Attention: 3 rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland The Directors Facsimile: +353 (0) # v6 6

11 Schedule FORM OF WRITTEN RESOLUTION To: U.S. BANK NATIONAL ASSOCIATION 190 South LaSalle Street Chicago, Illinois Attention: Global Corporate Trust Services Newhaven II CLO, Designated Activity Company NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY 3 rd Floor, Kilmore House Park Lane, Spencer Dock, Dublin 1, Ireland Attention: The Directors ireland@tmf-group.com NEWHAVEN II CLO, DESIGNATED ACTIVITY COMPANY (the Issuer ) 241,200,000 Class A Senior Secured Floating Rate Notes due 2029 (the Class A Notes ) We refer to (i) a trust deed dated 28 January 2016 (the Trust Deed ) between (amongst others) the Issuer and U.S. Bank National Association as trustee (the Trustee ), including the conditions of the Notes set out in Schedule 3 thereto (the Conditions ), pursuant to which the Class A Notes were constituted on the terms and subject to the conditions contained therein and (ii) the related deed of amendment (the Deed of Amendment ) which is expected to be made between, inter alios, the Issuer and the Collateral Manager in connection with Condition 14(c)(xvii) (Modification and Waiver) as set out in Schedule 3 to the Trust Deed in order to evidence the update by Fitch to its ratings methodology by replacing the current Fitch Tests Matrix as set out in Schedule 3 to the Collateral Management and Administration Agreement with an updated form thereof (as attached in the schedule to this resolution) (the CMAA Amendment ). The Effective Date of the CMAA Amendment will be the date on which the conditions precedent set out in the Deed of Amendment (which shall include the receipt by the Issuer of Rating Agency Confirmation from Fitch in respect of such CMAA Amendment) have been satisfied. We, the undersigned, confirm and undertake that, as of the date hereof, we are the beneficial owner of in Principal Amount Outstanding of the Class A Notes. # v6 7

12 Accordingly, our holding of Class A Notes represents per cent. of the Principal Amount Outstanding of the Class A Notes. We hereby authorise the approval of this Written Resolution and: 1. approve the CMAA Amendment and the entry by the parties to the Collateral Management and Administration Agreement into the Deed of Amendment (to be effective as of the Effective Date) in order to evidence such CMAA Amendment; 2. authorise, request and direct the Trustee and the Issuer to concur with and enter into any other deeds and documents and/or do all such acts and things as may be necessary or expedient for the purpose of giving effect to this Written Resolution; 3. irrevocably waive any claim against the Trustee that arises as a result of any loss or damage to the Noteholders suffered or incurred as a result of the Trustee and/or the Issuer following the terms of this Written Resolution and the implementation of this Written Resolution (including for the avoidance of doubt, the directions and/or instructions contained herein); 4. approve that the Trustee shall have no liability and irrevocably waive any claims against the Trustee and the Issuer for acting upon this Written Resolution and the implementation of the Written Resolution even though it may be subsequently found that there is a defect in this Written Resolution or that for any reason this Written Resolution is not valid or binding upon the Noteholders; 5. discharge and exonerate each of the Trustee from any and all liability for which it may have become or may become responsible under the Trust Deed, the Notes or the Conditions in respect of any act or omission in connection with this Written Resolution or the implementation thereof; 6. agree that this Written Resolution shall take effect as a Written Resolution pursuant to paragraph 10 of Schedule 5 to the Trust Deed; and 7. attach evidence of our holding of the Class A Notes in an amount equal to as at the date hereof. In addition, we hereby confirm that we have given irrevocable instructions to the relevant Clearing Systems to block Class A Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Class A Notes at any time after such date until the earlier of (i) the date that the Written Resolution has been passed or (ii) two Business Days immediately following the Approval Deadline. Class A Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. We have also authorised the Clearing System at which our account is maintained to disclose to each of the addressees of this Written Resolution confirmation that we are the beneficial owner of the Class A Notes referred to above. We acknowledge and represent that, in connection with this Written Resolution: # v6 8

13 (i) (ii) (iii) we are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Trustee or the Issuer; we have consulted (or considered it not necessary to consult) with our own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent deemed necessary, and have made our own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon our own judgement and upon any advice from such advisors as deemed necessary and not upon any view expressed by the Trustee or the Issuer; and we are signing this Written Resolution with a full understanding of all of the terms, conditions and risks hereof and thereof (economic and otherwise), and we are capable of assuming and willing to assume (financially and otherwise) those risks. Capitalised terms used in this Written Resolution but not defined herein shall have the meanings given to them in the Trust Deed dated 28 January 2016 (including the Conditions as set out in Schedule 3 thereto). Signed for and on behalf of Date: # v6 9

14 Schedule Form of Updated Fitch Tests Matrix WARF Weighted Average Spread % 66.50% 67.90% 69.30% 70.90% 72.20% 73.40% 74.50% 75.50% 76.70% 77.60% 79.10% 3.20% 63.30% 64.70% 66.20% 67.80% 69.10% 70.30% 71.70% 72.90% 74.50% 75.60% 77.70% 3.40% 59.60% 61.40% 63.20% 65.20% 66.70% 68.10% 69.40% 70.70% 72.30% 74.10% 76.30% 3.60% 56.10% 57.90% 59.70% 61.80% 63.60% 65.30% 66.70% 68.00% 69.80% 72.50% 74.80% 3.80% 52.30% 54.50% 56.70% 59.10% 61.00% 62.70% 64.30% 66.30% 68.30% 70.80% 73.20% 3.95% 50.30% 52.80% 54.90% 57.20% 59.30% 61.20% 62.90% 65.10% 67.10% 69.70% 72.10% 4.00% 49.80% 52.30% 54.50% 56.80% 58.90% 60.90% 62.50% 64.80% 66.80% 69.30% 71.70% 4.20% 48.00% 50.50% 52.70% 55.20% 57.50% 59.60% 61.40% 63.50% 65.50% 67.80% 70.10% 4.40% 46.10% 48.50% 51.00% 53.60% 55.90% 58.30% 60.20% 62.20% 64.20% 66.30% 68.70% 4.60% 44.30% 46.90% 49.40% 51.90% 54.20% 56.60% 58.70% 60.70% 62.80% 64.90% 67.20% 4.80% 42.60% 45.30% 47.80% 50.40% 52.70% 55.10% 57.20% 59.20% 61.40% 63.70% 65.80% 5.00% 41.30% 44.00% 46.50% 49.20% 51.60% 54.10% 56.20% 57.90% 60.20% 62.50% 64.60% # v6 10