NOTICE OF TRUST INSTRUCTION PETITION To: The Individuals ... · NOTICE OF TRUST INSTRUCTION...

Corporate Trust Services

9062 Old Annapolis Road

Columbia, MD 21045-1951

MAC: R1204-010

NOTICE OF TRUST INSTRUCTION PETITION

SOLOSO CDO 2007-1 LTD.

December 9, 2013

To: The Individuals and Entities l isted on Schedule A

Wells Fargo Bank, N.A. (“Wells Fargo”), serves as Trustee (the “Trustee”) pursuant to that certain Indenture dated as of June 28, 2007 (the “Indenture”), by and among Soloso CDO 2007-1 Ltd., (the “Issuer”), Soloso CDO 2007-1 Corp. and the Trustee. Capitalized terms used herein without definition shall have the meaning given to such terms in the Indenture.

I. Notice to Nominees and Custodians.

If you act as or hold Notes or Preferred Shares as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or Preferred Shares or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the opportunity for the beneficial owners on whose behalf you act to take any action they deem appropriate concerning the matters described in this notice.

II. The Trust Instruction Petition .

On September 30, 2013, the Trustee filed its “Verified Petition of Wells Fargo Bank, National Association, as Trustee, for Instructions in the Administration of Certain Trusts Pursuant to Minn. Stat. § 501b.16n” (the “Petition”) in the District Court, Fourth Judicial District in Minneapolis, Minnesota requesting a judicial determination of the correct interpretation of the payment provisions of the indenture. A copy of the Petition (file number 27-TR-CV-13-147), without exhibits, is attached hereto as Exhibit A. The exhibits to the Petition include the Indenture and are not attached to this Notice because of their large size. A full copy of the Petition, including the exhibits, is posted at www.ctslink.com.

Pursuant to the Petition, the Trustee seeks, among other things, judicial confirmation that on Payment Dates on which the Senior Overcollateralization Test is failing, (i) the Indenture requires the application of Available Adjusted Collateral Interest Collections and Available Adjusted Collateral Principal Collections to the payment of principal as an O/C Redemption, in the amount required to be paid in order to satisfy the Senior Overcollateralization Test in full, and (ii) the calculation method prescribed in Annex A to the Indenture does not limit the amount

of Available Adjusted Collateral Interest Collections and Available Adjusted Collateral Principal Collections that may be used by the Trustee on any Payment Date to satisfy the Senior Overcollateralization Test.

On October 8, 2013, Zions Bancorporation (“Zions Bank”) filed its Notice of Removal (the “Notice of Removal”), removing the action commenced by the Petition (the “Action”) to the United States District Court for the District of Minnesota (the “Minnesota Federal District Court”). A copy of the Notice of Removal, without exhibits, is attached hereto as Exhibit B. The exhibits to the Notice of Removal include the Petition and are not attached to this Notice because of their large size. A full copy of the Notice of Removal, including the exhibits, is posted at www.ctslink.com.

On October 29, 2013, Zions Bank filed its Motion to Transfer Venue (the “Motion to Transfer Venue”), a copy of which is attached hereto as Exhibit C and posted at www.ctslink.com, in the Minnesota Federal District Court requesting that the Action be transferred to the United States District Court for the Southern District of New York (the “New York Federal District Court”). On November 19, 2013, the Action was transferred to the New York Federal District Court as case number 1:13-cv-08455-UA (S.D.N.Y.). It is expected that the Action will be consolidated with 5 similar actions (the “Parallel Actions”) that were commenced at the same time as the Action into a single proceeding (the “Consolidated Proceeding”) in the New York Federal District Court.

On December 6, 2013, the Trustee and Zions Bank entered into a stipulation that provides

for the participation in the Action of any interested Holder. The stipulation provides for the following deadlines, which are subject to change:

By December 20, 2013, the Trustee will file a motion to consolidate the Action with the

Parallel Actions. By January 31, 2014, interested holders shall appear and file answers (or otherwise

respond) to the complaint. After January 31, 2014, no additional Holders will be permitted to participate in the Consolidated Proceeding.

By February 14, 2014, motions for judgment on the pleadings shall be filed. By March 7, 2014, oppositions/replies to the motions for judgment on the pleadings shall

be filed. As noted above, the foregoing deadlines are subject to change. The Trustee therefore

recommends that interested Holders regularly check the docket for the Action in the New York Federal District Court. Holders can register to access the docket at the following website: http://pacer.psc.uscourts.gov.

ANY ORDER ENTERED BY THE NEW YORK FEDERAL DISTRICT COURT

MAY AFFECT YOUR RIGHTS AND/OR INVESTMENT IN THE NOT ES OR THE PREFERRED SHARES. THE PARTIES ADDRESSED HEREIN SHOULD CONSULT

THEIR OWN LEGAL AND FINANCIAL ADVISORS AND CONSIDER WHETHER DIRECT PARTICIPATION BY THEM IN THIS MATTER MAY BE WARRANTED.

III. Completion of Beneficial Holder Information .

To ensure timely receipt of future notices, the Trustee requests that all holders complete the attached Beneficial Holder Information Form and return to the Trustee as instructed on the form as soon as possible.

You may direct questions to the attention of David Hulse by telephone at (410) 884-2186, by e-mail at [email protected], by facsimile at (866) 373-0261, Charles Brehm by telephone at (410) 884-2178, by e-mail at [email protected], or by mail addressed to Wells Fargo Bank, N.A., Corporate Trust Services, Attn.: David Hulse, MAC: R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045-1951. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes or Preferred Shares should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes or Preferred Shares generally. The Trustee expressly reserves all rights under the Indenture

WELLS FARGO BANK, N.A., as Trustee

SCHEDULE A

The Holders of Notes:* CUSIP NOS.: 83438JAA4, 83438JAC0, 83438JAE6, 83438JAG1, 83438JAJ5, 83438JAL0, G8248WAB3, G8248WAC1 and G7736C102

Issuer: Soloso CDO 2007-1 Ltd. P.O. Box 1093 Grand Cayman KY1-1102, Cayman Islands With a copy to: Maples and Calder P.O. Box 309 GT George Town, Grand Cayman, Cayman Islands Co-Issuer: Soloso CDO 2007-1 Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19711

Swap Counterparty: Bear Stearns Capital Markets, Inc. 383 Madison Avenue New York, NY 10179 Attention: Head of Interest Rate Derivatives

Rating Agencies:

Standard & Poor’s Ratings Services 55 Water Street, 41st Floor New York, New York 10041 Attention: CBO/CLO Surveillance

Moody’s Investor’s Service 250 Greenwich Street New York, New York 10007 Attn: CBO Monitoring Group Fitch Ratings One State Street Plaza New York, New York 1004 Attention: Credit Products Group - Surveillance

DTC, Euroclear and Clearstream (if applicable): [email protected] [email protected] [email protected] [email protected]

* * No representation is made as to the correctness of the CUSIP, CINS, ISIN or Common Code numbers either as printed on the Notes or Preference Shares or as contained in this Notice. Such numbers are included solely for the convenience of the Holders.

Irish Paying Agent: RSM Robson Rhodes Fitzwilton House, Wilton Place Dublin 2, Ireland

Beneficial Holder Information Form

Please complete the following and return to: David Hulse, Wells Fargo Bank, N.A., Specialized Asset Services, 9062 Old Annapolis Road, Columbia, MD 21045, Attn: Soloso CDO 2007-1 Ltd. Fax: 866-359-9244 Phone: (410) 884-2186 E-mai l : [email protected]

Please check one.

___ Beneficial Owner. The undersigned hereby represents and warrants that it is a beneficial owner of the Certificates, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power has not been granted nor assigned to any other party or person.

___ Nominee or Advisor. The undersigned hereby represents and warrants that it is a nominee or advisor for the beneficial owner, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power has not been granted nor assigned to any other party or person.

CLASS: ________________

CUSIP: _______________________ ORIGINAL FACE AMOUNT: $_______________

NOMINEE NAME: __________________________

NOMINEE BANK (DTC Participant # if Applicable): __ ___________________________

(The following information is important to facilitate conference calls, if needed)

Beneficiary Company Name: ____________________________ Contact Name: ___________________________________ Address: _________________________________

_________________________________ _________________________________

Phone: ___________________________ Facsimile: ________________________________ E-mail: ________________________

Signature: ______________________________________ Date:

EXHIBIT A

STATE OF MINNESOTA DISTRICT COURT

COUNTY OF HENNEPIN FOURTH JUDICIAL DISTRICT

In the Matter of the Trusteeship Created by Tropic

CDO I Ltd. and Tropic CDO I Corp.

Case Type: Other

File No. ________________


CDO II Ltd. and Tropic CDO II Corp. File No. ________________


CDO III Ltd. and Tropic CDO III Corp. File No. ____ ____________


CDO IV Ltd. and Tropic CDO IV Corp. File No. ________________

In the Matter of the Trusteeship Created by Soloso

CDO 2005-1 Ltd. and Soloso CDO 2005-1 Corp. File No. ________________

In the Matter of the Trusteeship Created by Soloso

CDO 2007-1 Ltd. and Soloso CDO 2007-1 Corp. *File No. ________________

VERIFIED PETITION OF WELLS FARGO BANK, NATIONAL ASS OCIATION, AS

TRUSTEE, FOR INSTRUCTIONS IN THE ADMINISTRATION OF CERTAIN TRUSTS

PURSUANT TO MINN. STAT. § 501B.16

TO THE DISTRICT COURT FOR THE FOURTH JUDICIAL DISTR ICT:

1. Petitioner Wells Fargo Bank, National Association, a national banking

association (formerly known as Wells Fargo Bank Minnesota, National Association) (“Wells

Fargo”), solely in its capacity as trustee and not in its individual capacity (Wells Fargo in that

capacity, the “Trustee”), files this Verified Petition for trust instructions (the “Petition”) with the

Court under the terms of the indentures for the Tropic I, Tropic II, Tropic III, Tropic IV, Soloso

2005-1, and Soloso 2007-1 CDO transactions (collectively, the “CDO Transactions,” and each a

“CDO Transaction”).1

2. The Trustee has a corporate trust office in Minneapolis, Minnesota, and

administers the assets of the CDO Transactions, in part, in Hennepin County, Minnesota.

3. This Court has jurisdiction over this Petition for trust instruction pursuant to

Minn. Stat. § 501B.16(1), (4), and (23), Minn. Stat. § 501B.17(2), and Minn. Stat. § 501B.24,

because the Trustee has a corporate trust office in Minneapolis, Minnesota, and the assets of the

CDO Transactions are administered, in whole or in part, by and through a corporate trust office

located in Hennepin County, Minnesota

4. The Trustee files this Petition because it is confronted with a dispute as to the

interpretation of certain indenture provisions that govern the distribution of proceeds to investors

following the failure of an overcollateralization test. Each indenture contains materially identical

terms governing the manner in which proceeds are to be distributed when the Senior

Overcollateralization Test is failing.

5. As set forth in greater detail below, the Trustee has determined that, when the

relevant test is failing, distributions should be made only to the most senior Class of Notes

outstanding, such that a sufficient principal amount of such Notes has been redeemed so as to

cause the Senior Overcollateralization Test to be satisfied. Subordinate Noteholders may receive

distributions only after this test is satisfied. A subordinate Noteholder in one of the CDO

Transactions has disputed the Trustee’s interpretation of the relevant indenture provisions,

asserting that it is entitled to receive distributions even before a sufficient amount of senior Notes

have been redeemed so as to cause the Senior Overcollateralization Test to be satisfied.

1 Each of the CDO Transactions and corresponding indentures are more fully described in paragraphs 7-9, 30, 34,

38, 42, and 46, below. Unless otherwise defined herein, capitalized terms used herein shall have the meaning

ascribed to them in the relevant indenture(s).

6. By this Petition, the Trustee seeks entry of an order confirming that (a) it has

correctly interpreted the relevant terms in each indenture pertaining to distribution of principal

and interest proceeds following the failure of an overcollateralization test; and (b) in those

instances where there has been an overcollateralization test failure, it has properly distributed

interest proceeds to investors.

THE DISPUTED TROPIC I CDO TRANSACTION

7. The Trustee serves as trustee under the terms of that certain Indenture dated as of

April 23, 2003 (the “Tropic I Indenture”), by and among Tropic CDO I Ltd., as Issuer, Tropic

CDO I Corp., as Co-Issuer and Wells Fargo, as Trustee and Securities Intermediary. A copy of

the Tropic I Indenture is attached hereto as Exhibit 1.

8. Pursuant to the terms of the Tropic I Indenture, the Issuer, a limited liability

company incorporated under the laws of the Cayman Islands, and the Co-Issuer, a corporation

organized under the laws of the State of Delaware, issued non-recourse Notes in the original

aggregate principal amount of $282,000,000.00, secured by a pool of Collateral.2

9. The Notes were issued in several classes having different terms, including

different rates of interest and priorities in right of payment. Specifically, the Tropic I Indenture

established the following Classes of Notes: Class A-1L, Class A-2L, Class A-3L, Class A-4L,

Class A-4 and Class B-1L. The Tropic I Indenture provides a “waterfall” for the payment of

principal and interest for each Class of Notes from the proceeds of the Collateral. Payments on

the Notes have been made on a quarterly basis on the 15th day of January, April, July and

October (each a “Payment Date”) to the extent of collections received on the underlying pool of

Collateral since the preceding Payment Date, after the payment of certain expenses.

2 The Issuer also issued Preferred Shares in the initial notational amount of $28,000.00.

A. If the Senior Overcollateralization Ratio Is Failing, the Indenture Permits

Distributions Only to the Senior Class A Notes Until This Test Is Satisfied.

10. As defined in the Tropic I Indenture, the Senior Overcollateralization Ratio is a

ratio (expressed as a percentage) derived by dividing the value of certain Collateral assets by the

outstanding principal balance of the senior Class A Notes. (See Ex. 1 § 1.1, Definitions, Senior

Overcollateralization Ratio.) If the Senior Overcollateralization Ratio is less than 106% on any

date of determination, the Senior Overcollateralization Test is failing.3 (See Ex. 1 § 1.1,

Definitions, Senior Overcollateralization Test.)

11. As set forth in the provisions quoted in paragraphs 12 through 15 below, if the

Senior Overcollateralization Test is failing, the Tropic I Indenture requires that payments be

made to the most senior Class A Notes outstanding, so as to cause a sufficient principal amount

of such Notes to be redeemed to cause the Senior Overcollateralization Test to be satisfied. The

Class A-4L Notes, Class A-4 Notes and Class B-1L Notes are not entitled to payments of

principal or interest, until such time as the Senior Overcollateralization Test is satisfied.

12. Section 9.2 of the Tropic I Indenture provides in relevant part that “[i]f either the

Interest Coverage Tests or the Overcollateralization Tests are not satisfied as of any applicable

Calculation Date . . . all or a portion of the Notes shall be redeemed . . . by the Issuer, in the order

set forth in Section 11.1 hereof, on the Payment Date immediately following such Calculation

Date at the Mandatory Redemption Price (pursuant to the applicable provisions of Sections 11.1

and 11.2 hereof) in an amount sufficient such that the Interest Coverage Tests and the

Overcollateralization Tests are satisfied . . . . The amount of any Mandatory Redemption

3 The Senior Overcollateralization Ratio threshold limit varies in the indenture definition of “Senior

Overcollateralization Ratio” for certain of the CDO Transactions. For each CDO Transaction, the applicable Senior

Overcollateralization Ratio is stated in the term’s definition in the applicable indenture.

hereunder shall be determined in accordance with the provisions of Section 11.2 hereof”

(emphasis added).

13. Section 11.1(c)(i) of the Tropic I Indenture sets forth the waterfall for the

distribution of Available Adjusted Collateral Inter est Collections received in respect of the

Collateral. Section 11.1(c)(i)THIRD of the Tropic I Indenture requires the application of

Available Adjusted Collateral Interest Collections “[t]o the payment of principal as an O/C

Redemption in the amount, if any, required to be paid in order to satisfy the Senior

Overcollateralization Test and the Senior Interest Coverage Test, such amount to be paid in the

following order: first, to the Class A-1L Notes, second to the Class A-2L Notes, and, third, to the

Class A-3L Notes until each such Class is paid in full” (emphasis added).

14. Section 11.1(c)(ii) of the Tropic I Indenture sets forth the waterfall for the

distribution of Available Adjusted Collateral Princ ipal Collections received in respect of the

Collateral. Section 11.1(c)(ii)FIRST of the Tropic I Indenture requires the application of

Available Adjusted Collateral Principal Collections to the payment of the amounts described in

clause THIRD (among others) of Section 11.1(c)(i), to the extent that Available Adjusted

Collateral Interest Collections are insufficient to pay such amounts.

15. Section 11.2 of the Tropic I Indenture provides, in relevant part, that “[o]n any

Payment Date with respect to which an Overcollateralization Test or an Interest Coverage Test . .

. would not be met (but for this Section 11.2) . . . the Issuer shall redeem the Notes . . . in the

order described in Section 11.1 hereof pursuant to Section 9.2 hereof, and the Trustee shall pay

to the Holders thereof (to be applied against the principal amount thereof) from the available

amounts in the Collection Account and pursuant to the applicable provisions of Section 11.1

hereof, an aggregate amount necessary to cause each of the Overcollateralization Tests and

each of the Interest Coverage Tests to be met” (emphasis added).

B. The Trustee and Zions Dispute Whether Subordinate Noteholders May

Receive Distributions if the Senior Overcollateralization Test Remains

Unsatisfied.

16. On each of the Disputed Payment Dates (as defined below), the Senior

Overcollateralization Test was failing and, therefore, the Trustee applied Sections 9.2,

11.1(c)(i)THIRD, 11.1(c)(ii)FIRST, and 11.2. Application of these provisions on each Disputed

Payment Date required that the Trustee distribute the Available Adjusted Collateral Interest

Collections and Available Adjusted Collateral Principal Collections to certain Class A

Noteholders to redeem a portion of the outstanding principal of the senior Notes. While the

redemption of Class A Notes increased the Overcollateralization Ratio on each of the Disputed

Payment Dates, the Available Adjusted Collateral Interest Collections and Available

Adjusted

Collateral Principal Collections on the underlying pool of Collateral on each such date were

insufficient to cause the Senior Overcollateralization Test to be satisfied. Redemption of the

Class A Notes on each of the Disputed Payment Dates left no amounts available for distribution

to Holders of the junior Class A-4L Notes, Class A-4 Notes and Class B-1L Notes.

17. On March 22, 2013, the Trustee received an email from Zions, a Holder (upon

information and belief) of Class A-4L Notes, Class A-4 Notes and B-1L Notes. Zions asserted

that the Trustee incorrectly allocated funds pursuant to the Tropic I Indenture on the Payment

Dates occurring in October 2011, January 2012 and October 2012 (the “Disputed Payment

Dates”) because Zions’ Class A-4L Notes, Class A-4 Notes and B-1L Notes were not paid any

interest. Zions claimed that it should have received interest payments in the aggregate amount of

$4,931,044.904 in respect of its subordinate Notes, which amounts were instead paid to the

Holder(s) of the then most senior Class A Notes to redeem a portion of such Notes.

18. Since being contacted by Zions, the Trustee and its counsel have communicated

with Zions and its counsel, by letter and in telephone calls, to convey the Trustee’s position that

the Tropic I Indenture required that the Trustee distribute the available collections on each of the

Disputed Payment Dates to Senior Class A Noteholders (and not to Zions or other subordinate

Noteholders), so long as Senior Overcollateralization Test remained unsatisfied. As described in

greater detail below, Zions has disagreed with the Trustee’s position.

1. Zions asserts it is entitled to distributions even if the Senior

Overcollateralization Test Remains Unsatisfied.

19. In its communications with the Trustee, Zions has relied on the Tropic I

Indenture’s definition of “O/C Redemption,” which p rovides that the term means “[t]he

redemption of a Class or Classes of Notes . . . to the extent necessary such that the

Overcollateralization Tests . . . are satisfied, such test to be calculated according to the method

prescribed by Annex A.” (See Ex. 1 § 1.1, Definitions, O/C Redemption) (emphasis added).

Annex A sets out a methodology for calculating the amount of an O/C Redemption, expressed as

a mathematical formula (the “Annex A Calculation”).

20. According to Zions, when the Senior Overcollateralization Test is failing on a

given Calculation Date, the Annex A Calculation should be performed and the resulting amount

distributed at the THIRD step in the Section 11.1(c)(i) interest waterfall. Even if distribution of

that amount is not sufficient to cause the Senior Overcollateralization Test to be satisfied, any

remaining collections amounts are to be distributed to junior Noteholders at subsequent steps in

the Section 11.1(c)(i) interest waterfall.

4 Zions seeks this aggregate amount plus interest thereon from each of the applicable Disputed Payment Dates.

21. Had Wells Fargo construed the Tropic I Indenture in the manner propounded by

Zions on each of the Disputed Payment Dates, an amount would have been distributed in the

THIRD step in the Section 11.1(c)(i) interest waterfall to the senior Class A Noteholders that

would not have resulted in the Senior Overcollateralization Test being satisfied. Such a

construction would, however, have left funds available for distribution to Zions and other

subordinate Noteholders on each of the Disputed Payment Dates. It is Zions’ position that the

amount of such funds that would have been payable to it as a subordinate Noteholder totals

$4,931,044.90.

2. Zions’ interpretation contradicts the Indenture and the

Offering Circular.

22. Zions’ interpretation of the Tropic I Indenture cannot be squared with Sections

9.2, 11.1(c) and 11.2 of the Tropic I Indenture. Each of these provisions requires that, on any

Payment Date when the Senior Overcollateralization Test is not satisfied, senior Class A Notes

be redeemed (through distributions to Class A Noteholders) in an amount sufficient to cause the

test to be satisfied, to the extent such Available Adjusted Collateral Interest Collections and

Available Adjusted Collateral Principal Collections amounts are available for distribution, before

any amounts are distributed to subordinate Noteholders. Under Zions’ interpretation, amounts

would be distributed to it and other subordinate Noteholders even though the Senior

Overcollateralization Test is still failing, in contravention of the terms of Sections 9.2, 11.1(c)

and 11.2, as well as the definition of O/C Redemption.

23. To reconcile the Annex A Calculation with the definition of the O/C Redemption

and Sections 9.2, 11.1(c) and 11.2 of the Tropic I Indenture, the Trustee has applied the

Annex A

Calculation in a dynamic fashion so as to distribute proceeds to senior Noteholders and redeem

their Notes by repeating the Annex A Calculations for each Payment Date, until sufficient senior

Notes have been redeemed to satisfy the Senior Overcollateralization Test or the funds available

for distribution are exhausted. Nothing in Annex A or elsewhere in the Tropic I Indenture

prohibits the Trustee from performing the Annex A Calculation more than once with respect to a

given Payment Date, and doing so allows the Trustee to perform the calculation while still giving

effect to the clear language of Sections 9.2, 11.1(c) and 11.2 and the definition of the O/C

Redemption.

24. The Trustee’s interpretation of the Tropic I Indenture is supported by the

Offering Circular made available to prospective investors in the Tropic I CDO Transaction. The

Offering Circular informed investors that “[i]f, on any Payment Date, any Overcollateralization

Test . . . is not satisfied, amounts that are junior in right of payment . . . will be applied to the

redemption of the [senior] Notes . . . to the extent necessary to satisfy the applicable

Overcollateralization Test.” The Offering Circular makes no mention of the Annex A

Calculation.

25. The Trustee and Zions have been unable to reach an agreement as to the correct

interpretation of the Tropic I Indenture or Zions’ claim that it was entitled to distributions on the

Disputed Payment Dates totaling $4,931,044.90.

3. The Liquidation of the Tropic I CDO Collateral.

26. During the course of the Trustee’s discussions with Zions, the Requisite

Noteholders directed the Trustee to sell or liquidate the Trust Estate as a result of a preexisting

Event of Default. The Trustee liquidated the Collateral pursuant to such directions and has

distributed most of the proceeds of such liquidation to the Noteholders. The application of

liquidation proceeds pursuant to the priority of payments does not result in payment to Zions of

the amount it asserts was due to it on prior Payment Dates.

27. Due to the continuing dispute between the Trustee and Zions as to the

interpretation of the Tropic I Indenture and Zions’ claim for $4,931,044.90 plus interest, as well

as certain unrelated open issues arising from the liquidation, the Trustee has held back (i.e.,

refrained from distributing) $15,000,000.00 in proceeds of the liquidation of the Collateral (the

“Tropic I Holdback”). The amount of the Tropic I Ho ldback was set at a level high enough to

ensure that sufficient funds would be on hand to make distributions to Zions and other

subordinate Noteholders in the event the Court determines that the Trustee should have adopted

Zions’ interpretation of the Tropic I CDO Indenture , as well as to pay amounts that might be

required to resolve the unrelated open issues and reimburse the Trustee for fees and expenses

incurred by it.

THE SIMILAR CDO TRANSACTIONS

28. Each of the Tropic II, Tropic III, Tropic IV, S oloso 2005-1 and Soloso 2007-1

CDO Transactions have relevant indenture terms that are identical in all material respects to the

above-described terms in the Tropic I CDO Transaction, including Sections 9.2, 11.1(c) and

11.2, as well as Annex A and the definition of “O/C Redemption.”5 The Offering Circular for

each of these CDO Transactions contains language identical in all material respects to the

language quoted above from the Tropic I CDO Transaction’s Offering Circular.

29. For each of the Tropic II, Tropic III, Tropic I V, Soloso 2005-1 and Soloso 2007-

1 CDO Transactions, to the extent that a Senior Overcollateralization Test has been failing on a

Payment Date, the Trustee has construed the indenture terms in a manner consistent with its

interpretation of the Tropic I Indenture. The Trust ee seeks confirmation that the indentures for

the Tropic II, Tropic III, Tropic IV, Soloso 2005-1 and Soloso 2007-1 CDO Transactions, like

5 To be clear, the other indentures are not identical and have material differences from the Tropic I Indenture in

matters unrelated to the interpretation of the provisions at issue and the relief request in this Petition. However,

none of those differences would have any effect on the relief requested in this Petition.

the Tropic I Indenture, require that, when a Senior Overcollateralization Test is failing, Available

Adjusted Collateral Interest Collections and Available Adjusted Collateral Principal Collections

must be distributed to senior Noteholders to redeem senior Class A Notes so as to cause the

Senior Overcollateralization Test to be satisfied, before any amounts can be distributed to

subordinate Noteholders.

A. Tropic III CDO Transaction.

30. Wells Fargo serves as trustee under the terms of that certain Indenture dated as of

February 24, 2004 (the “Tropic III Indenture”), by and among Tropic CDO III Ltd., as Issuer,

Tropic CDO III Corp., as Co-Issuer, and Wells Fargo, as Trustee and Securities Intermediary.

31. Sections 9.1, 11.1(c), and 11.2 of the Tropic III Indenture are identical in all

material respects to the comparable sections, quoted above, in the Tropic I Indenture. The text of

Annex A and the definition of “O/C Redemption” in the Tropic III Indenture are also identical in

all material respects to the comparable sections in the Tropic I Indenture.

32. On one or more Payment Dates, the Senior Overcollateralization Test has been

failing. On such dates, the Trustee has construed the relevant terms of the Tropic III Indenture to

require that amounts must be distributed from Available Adjusted Collateral Interest Collections

and Available Adjusted Collateral Principal Collections to senior Noteholders to redeem senior

Class A Notes so as to cause the Senior Overcollateralization Test to be satisfied, before any

amounts can be distributed to subordinate Noteholders. As a result, where a single application of

the Annex A Calculation has not resulted in a sufficient redemption of senior Notes to cause the

Senior Overcollateralization Test to be satisfied (and where there are still funds to be

distributed), the Trustee has repeated the Annex A Calculation in a dynamic fashion until the

Senior Overcollateralization Test has been satisfied or no funds remain to be distributed.

33. No Noteholder has disputed the Trustee’s interpretation of the Tropic III

Indenture, but the Trustee is concerned that a Noteholder in the Tropic III CDO Transaction

could dispute the Trustee’s interpretation, on the basis of the argument Zions has made in the

case of the Tropic I CDO Transaction. The Trustee therefore seeks an order confirming that it

has properly construed the relevant terms of the Tropic III Indenture.

B. Soloso 2005-1 CDO Transaction.


August 24, 2005 (the “Soloso 2005-1 Indenture”), by and among Soloso CDO 2005-1 Ltd., as

Issuer, Soloso CDO 2005-1 Corp., as Co-Issuer, and Wells Fargo, as Trustee and Securities

Intermediary.

35. The relevant provisions of sections 9.1, 11.1(c) and 11.2 of the Soloso 2005-1

Indenture are identical in all material respects to the comparable sections, quoted above, in the

Tropic I Indenture.6 The text of Annex A and the definition of “O/C Redemption” in the Soloso

2005-1 Indenture are also identical in all material respects to the comparable sections in the

Tropic I Indenture.


failing. On such dates, the Trustee has construed the relevant terms of the Soloso 2005-1

Indenture to require that amounts must be distributed from Available Adjusted Collateral

Interest

Collections and Available Adjusted Collateral Principal Collections to senior Noteholders to

redeem senior Class A Notes so as to cause the Senior Overcollateralization Test to be satisfied,

before any amounts can be distributed to subordinate Noteholders. As a result, where a single

Annex A Calculation has not resulted in a sufficient redemption of senior Notes to cause the

6 Section 11.1(c)(ii)(FIRST) of the Soloso 2005-1 Indenture contains certain language that does not appear in the

comparable provision of the Tropic I Indenture, but that unique language applies only to Payment Dates after

October 2034.

Senior Overcollateralization Test to be satisfied (and where there are still funds to be

distributed), the Trustee has repeated the Annex A Calculation in a dynamic fashion until the

Senior Overcollateralization Test has been satisfied or no funds remain to be distributed.

37. No Noteholder has disputed the Trustee’s interpretation of the Soloso 2005-1

Indenture, but the Trustee is concerned that a Noteholder in the Soloso 2005-1 CDO Transaction

could dispute the Trustee’s interpretation, on the basis of the argument Zions has made in the

case of the Tropic I CDO Transaction. The Trustee therefore seeks an order confirming that it

has properly construed the relevant terms of the Soloso 2005-1 Indenture.

C. Tropic II CDO Transaction.


October 15, 2003 (the “Tropic II Indenture”), by and among Tropic CDO II Ltd., as Issuer,

Tropic CDO II Corp., as Co-Issuer, and Wells Fargo, as Trustee and Securities Intermediary.

39. Sections 9.1, 11.1(c) and 11.2 of the Tropic II Indenture are identical in all


Annex A and the definition of “O/C Redemption” in the Tropic II Indenture are also identical in



failing for the Tropic II CDO Transaction. However, to the extent that there have been any

Available Adjusted Collateral Interest Collections and Available Adjusted Collateral Principal

Collections, the amounts to be distributed from the available collections have been insufficient to

satisfy the distribution amount required by a single Annex A Calculation. On a future Payment

Date, sufficient collections might become available for distribution, such that the Trustee will be

required to construe Sections 9.2, 11.1, and 11.2 of the Tropic II Indenture, as well as the

definition of “O/C Redemption” and the Annex A Calculation.

41. More specifically, if a single application of the Annex A Calculation and

redemption of Class A Notes in accordance with that calculation (a) leaves additional collections

amounts available for distribution, but (b) does not result in the redemption of a sufficient

amount of Class A Notes to cause the Senior Overcollateralization Test to be satisfied, the

Trustee will be required to decide whether to distribute additional amounts to senior Class A

Noteholders so as to redeem additional Class A Notes or distribute amounts as interest to

subordinate Noteholders. The Trustee therefore seeks an order confirming that the Tropic II

Indenture requires that amounts be distributed from Available Adjusted Collateral Interest


redeem Class A Notes so as to cause the Senior Overcollateralization Test to be satisfied, before

any amounts can be distributed to subordinate Noteholders.

D. Tropic IV CDO Transaction.


November 18, 2004 (the “Tropic IV Indenture”), by and among Tropic CDO IV Ltd., as Issuer,

Tropic CDO IV Corp., as Co-Issuer, and Wells Fargo, as Trustee and Securities Intermediary.

43. Sections 9.1, 11.1(c), and 11.2 of the Tropic IV Indenture are identical in all


Annex A and the definition of “O/C Redemption” in the Tropic IV Indenture are also identical in



failing for the Tropic IV CDO Transaction. However, to the extent that there have been any


Collections, the amounts to be distributed from the available collections have been

insufficient to



required to construe Sections 9.2, 11.1, and 11.2 of the Tropic IV Indenture, as well as the








subordinate Noteholders. The Trustee therefore seeks an order confirming that the Tropic IV

Indenture requires that amounts be distributed from Available Adjusted Collateral Interest




E. Soloso 2007-1 CDO Transaction.


June 28, 2007 (the “Soloso 2007-1 Indenture”), by and among Soloso CDO 2007-1 Ltd., as

Issuer, Soloso CDO 2007-1 Corp., as Co-Issuer, and Wells Fargo, as Trustee and Securities

Intermediary.

47. Sections 9.1, 11.1(c) and 11.2 of the Soloso 2007-1 Indenture are identical in all


Annex A and the definition of “O/C Redemption” in the Soloso 2007-1 Indenture are also

identical in all material respects to the comparable sections in the Tropic I Indenture.


failing for the Soloso 2007-1 CDO Transaction. However, to the extent that there have been any


Collections, the amounts to be distributed from the available collections have been insufficient to



required to construe Sections 9.2, 11.1, and 11.2 of the Soloso 2007-1 Indenture, as well as the








subordinate Noteholders. The Trustee therefore seeks an order confirming that the Soloso 2007-

1 Indenture requires that amounts be distributed from Available Adjusted Collateral Interest




CONCLUSION

50. The Trustee seeks an order: (i) approving and ratifying the Trustee’s

determination that, under the terms of each indenture, the Trustee must make distributions from


Collections to the Holders of the most senior Class of Notes outstanding, redeeming such Notes,

until such time as the Senior Overcollateralization Test is satisfied before making any

distributions to Holders of subordinate Notes; and (ii) approving payment from the CDO

Transactions of any fees and expenses incurred by the Trustee in connection with this Petition,

notwithstanding any limitations on such payment set forth in the CDO Transactions’ indentures.

51. Nothing herein shall be construed as an assumption by the Trustee of duties

exceeding those specifically provided for under the CDO Transactions’ indentures or the

waiver

of any rights thereunder.

WHEREFORE, under the provisions of Minn. Stat. § 501B.16 and all other applicable

law, Petitioner Wells Fargo Bank, National Association, as Trustee, respectfully requests that

this Court:

a. Make and enter an Order designating the time and place when the respective partiesin-

interest may be heard upon the matters set forth in this Petition, and that notice of

the hearing be served in the manner specified in the accompanying order and as

provided by Minn. Stat. § 501B.18;

b. Undertake to represent all parties-in-interest who are unascertained or not in being, or

who are minors or incapacitated, pursuant to the provisions of Minn. Stat. § 501B.19;

c. At such designated time and place, make a further order as follows:

(i) approving and ratifying the Trustee’s determination that, under the terms of each

indenture, the Trustee is obligated to make distributions from Available Adjusted

Collateral Interest Collections and Available Adjusted Collateral Principal

Collections to the Holders of the most senior Class of Notes outstanding, redeeming

such Notes, until such time as the Senior Overcollateralization Test is satisfied before

making any distributions to Holders of subordinate Notes;

(ii) approving payment from the CDO Transactions of any fees and expenses incurred

by the Trustee in connection with this Petition, notwithstanding any limitations on

such payment set forth in the CDO Transactions’ indentures; and

(iii) directing that the indentures and the Trustee shall not be subject to the

continuing supervision of the Court for purposes of Minn. Stat. § 501B.23 or General

Rule of Practice 417.02.

d. Grant such other and further relief as the Court may deem lawful, just and proper.

RESPECTFULLY SUBMITTED, this 30th day of September, 2013

FAEGRE BAKER DANIELS LLP

/s/Michael M. Krauss

Michael M. Krauss, #0342002

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402-3901

Telephone: (612) 766-7000

Facsimile: (612) 766-1600

Attorneys for Wells Fargo Bank,

National Association, as Trustee

ALSTON & BIRD LLP

Michael E. Johnson

Carolyn O’Leary

90 Park Avenue

New York, New York

(212) 210-9400



ACKNOWLEDGEMENT REQUIRED BY

MINN. STAT. § 549.211, SUBD. 1

The undersigned hereby acknowledges that pursuant to Minn. Stat. § 549.211, Subd. 3,

sanctions may be imposed if, after notice and a reasonable opportunity to respond, the Court

determines that the undersigned has violated the provisions of Minn. Stat. § 549.211, Subd. 2.

Dated: September 30, 2013

FAEGRE BAKER DANIELS LLP

/s/Michael M. Krauss

Michael M. Krauss, #0342002

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402-3901

Telephone: (612) 766-7000

Facsimile: (612) 766-1600



EXHIBIT B

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

In the Matter of the Trusteeship Created by

Soloso CDO 2007-1 Ltd. and Soloso CDO

2007-1 Corp.

Case No.

NOTICE OF REMOVAL

Pursuant to 28 U.S.C. §§ 1331, 1332, 1348, 1441(b) and (c), and 1446, Party In

Interest Zions Bancorporation (“Zions Bank”) hereby gives notice of the removal of the

above-captioned action (the “Action”) from the State of Minnesota, Fourth Judicial

District, District Court, County of Hennepin. Zions Bank hereby removes this Action to

this Court, on the following grounds:

BACKGROUND AND NATURE OF THE ACTION

1. On September 30, 2013, Petitioner Wells Fargo Bank, National Association

(“Wells Fargo”) filed a Petition for Instructions i n the Administration of Certain Trusts

Pursuant to Minn. Stat. § 501B.16 (“Petition”). Zions Bank obtained a copy of the

Petition on or about October 1, 2013. The case was captioned in the State of Minnesota,

Fourth Judicial District, District Court, County of Hennepin.

2. The Petition names six collateralized debt obligations (“CDOs”): Tropic

CDO I, Tropic CDO II, Tropic CDO III, Tropic CDO IV , Soloso CDO 2005-1, and

Soloso CDO 2007-1 (together, the “Specified CDOs,” and each a “Specified CDO”).

(Pet. ¶ 1). A CDO is created by issuing notes to investors and using the sale proceeds to

buy interest-generating assets, referred to as the CDO’s “collateral.” The collateral

secures the noteholders’ investment, and the proceeds generated by the collateral are used

to make interest and principal payments to the noteholders.

3. CDO notes are issued pursuant to an indenture. In this case, the notes in

each of the Specified CDOs were issued pursuant to indentures amongst the Issuer (a

special purpose vehicle incorporated in the Cayman Islands), the Co-Issuer (a special

purpose vehicle incorporated in Delaware), and the Trustee (Wells Fargo) (together, the

“Specified CDO Indentures”). (Pet. ¶¶ 1, 7, 30, 34, 38, 42, 46). As Trustee, Wells Fargo

is required to perform various tasks under the Specified CDO Indentures, including

distributing principal and interest proceeds generated by the CDO collateral to CDO

noteholders.

4. According to Wells Fargo, the Specified CDO Indentures contain certain

“materially identical terms governing the manner in which proceeds are to be distributed”

in certain circumstances (the “Common Terms”). (Pet. ¶¶ 4, 28). Wells Fargo alleges

that it has been interpreting and applying these Common Terms in a consistent fashion

with respect to each of the Specified CDOs. (Pet. ¶ 29). Zions Bank has challenged

Wells Fargo’s interpretation and application of the Common Terms with respect to one of

the Specified CDOs: Tropic CDO I. (Pet. ¶¶ 7-21).

5. While Wells Fargo alleges that Zions Bank is the only noteholder in any of

the Specified CDOs to have challenged Wells Fargo’s interpretation and application of

the Common Terms (Pet. ¶¶ 5, 33, 37), Wells Fargo has nevertheless commenced this

Action in respect of all of the Specified CDOs, because it “is concerned that a Noteholder

in the [other Specified CDOs] could dispute [Wells Fargo’s] interpretation, on the basis

of the argument Zions has made in the case of the Tropic I CDO.” (Pet. ¶ 33).

6. Wells Fargo is seeking two primary orders in this Action: (1) an order

approving and ratifying Wells Fargo’s interpretation of the Common Terms in each of the

Specified CDO Indentures; and (2) an order allowing Wells Fargo to use proceeds from

each of the Specified CDOs to pay any fees and expenses it incurs in connection with this

Action, “notwithstanding any limitations on such payment set forth in the [Specified

CDO Indentures].” (Pet. ¶ 50).

GROUNDS FOR REMOVAL

Zions Bank is a Party In Interest and has Standing to Remove this Action

7. Under Minn. Stat. § 501B.16, a “person interested in the trust” —

commonly referred to as a “party in interest” — is “granted standing to participate in

[the] trust proceeding.” Matter of Hill , 509 N.W.2d 168, 171 (Minn. App. 1993). The

term “interested person” is not defined in Chapter 501B. “Whether a person has a

sufficient interest to give him standing under the statute must, to some extent, depend on

the circumstances of the case”. Id. The universe of interested persons includes, but is not

limited to, trust beneficiaries. See, e.g., In re Horton, 668 N.W.2d 208, 213 (Minn. App.

2003) (ruling that a party that was not a trust beneficiary, but had “a financial stake in the

determination of [the Trustee’s] obligation under the … Trust” was an “interested

person”).

8. Zions Bank is the beneficial owner of notes in four of the six Specified

CDOs: Tropic I CDO, Tropic II CDO, Tropic CDO III, and Tropic CDO IV. As such, it

has a clear “financial stake” in the outcome of this Action, for (at least) two reasons.

9. First, Wells Fargo is seeking an order “approving and ratifying [Wells

Fargo’s] determination that, under the terms of each indenture” — including the four

Specified CDO Indentures governing the Specified CDOs in which Zions Bank is a

noteholder — “[Wells Fargo] must make distributions [to noteholders according to its

interpretation of the Common Terms].” (Pet. ¶ 50 (emphasis added)). Any such order

will impact the distributions Zions Bank is entitled to receive as a noteholder under the

Specified CDO Indentures.

10. Second, Wells Fargo is seeking an order “approving payment from the

CDO Transactions” — a defined term that includes the four Specified CDOs in which

Zions Bank is a noteholder — “of any fees and expenses incurred by [Wells Fargo] in

connection with this Petition, notwithstanding any limitations on such payment set

forth in the [Specified CDO Indentures].” (Pet. ¶¶ 1, 50 (emphasis added)). Any such

order will result in funds that would otherwise be available for distribution to Zions Bank

under the Specified CDO Indentures being diverted to pay Wells Fargo’s legal fees.

11. Zions Bank is therefore a “party in interest” for purposes of this Action.

12. A “party in interest” has standing under 28 U.S.C. § 1441 to remove an

action under Minn. Stat. § 501B.16 to federal district court. See In re Trusteeship

Created by LNR IV, Ltd., CIV. 12-2789 MJD/JSM, 2013 WL 1364255 (D. Minn. Apr. 4,

2013) (Davis, C.J.) (denying motion to remand Minn. Stat. § 501B.16 action removed by

party in interest).

Diversity Jurisdiction

13. This Action is one in which this Court has original jurisdiction pursuant to

28 U.S.C. §§ 1332 and 1348, and is one that may be removed to this Court by Zions Bank

pursuant to 28 U.S.C. § 1441(b) et seq.

14. First, “the matter in controversy exceeds the sum or value of $75,000,

exclusive of interest and costs.” 28 U.S.C. §§ 1332(a). By Wells Fargo’s own

admission, the resolution of this Action will affect the distribution of at least

$4,931,044.90, which reflects the amount Zions Bank argues it is owed under the

indenture governing the Tropic I CDO (exclusive of interest). (Pet. ¶¶ 17, 27). The

resolution of this Action may also affect the distribution of significant amounts under the

other Specified CDO Indentures — which govern notes with a collective face value of

more than $1 billion — although Wells Fargo fails to specify these amounts in the

Petition. Finally, Wells Fargo is seeking an order requiring the Specified CDOs to pay its

fees and expenses incurred in connection with this Action, which will likely run into the

hundreds of thousands of dollars.

15. Second, the Action is between “citizens of different States.” 28 U.S.C.

§§ 1332(a)(1). Petitioner Wells Fargo is a national banking association with its “main

office” located in South Dakota. See Wells Fargo Bank, N.A. v. WMR e-PIN, LLC, 653

F.3d 702, 705 (8th Cir. 2011).1 For the purposes of diversity jurisdiction, nationallychartered

banks are deemed citizens of the states in which they are “located.” 28 USC

§ 1348; see also Wells Fargo Bank, N.A, 653 F.3d at 709 (“[A] national bank is a citizen

only of the state in which its main office is located.”). Thus for diversity jurisdiction

purposes, Wells Fargo is a citizen of South Dakota. See Wells Fargo Bank, N.A., 653

F.3d at 705, 710.

16. Zions Bank is a corporation incorporated in the State of Utah with its

principal place of business in Salt Lake City, Utah. Zions Bank is not a citizen of South

Dakota.

17. Accordingly, there is complete diversity of citizenship between Zions

Bank, on the one hand, and Wells Fargo, on the other.2

1 The Petition alleges that Wells Fargo has “a corporate trust office” in Minnesota.

(Pet. ¶ 2). Even if Wells Fargo argues that it is a citizen of Minnesota for diversity

jurisdiction purposes, the parties would nevertheless be diverse; Zions Bank is not a

citizen of Minnesota.

2 Diversity is not affected by the citizenship of putative Parties In Interest who have

not appeared in this Action as of the date of this Notice of Removal. “In order to

determine whether federal subject matter jurisdiction exists and removal is appropriate, a

court examines the circumstances at the time that the state petition is filed and when the

petition for removal is filed.” See LNR, 2013 WL 1364255 at *3 (citing Knudson v. Sys.

Painters, Inc., 634 F.3d 968, 975 (8th Cir. 2011)). In LNR — which also involved a trust

instruction proceeding commenced by a CDO trustee pursuant to Minn. Stat. § 501B.16

— Chief Judge Davis determined diversity based on the citizenship of “the only parties

who appeared in the action” as of the date the notice of removal was filed. Id. As of the

date of this Notice of Removal, the only parties that have appeared in this action are

Wells Fargo and Zions Bank.

Federal Question Jurisdiction Under 12 U.S.C. § 632

18. This Court also has original jurisdiction over this Action pursuant to 28

U.S.C. § 1331 and the Edge Act, 12 U.S.C. § 632, and it may be removed to this Court

pursuant to 28 U.S.C. § 1441(c) et seq.

19. For a United States District Court to have original jurisdiction over an

action under Section 632 of the Edge Act, “the suit must have a federally chartered

corporation as a party, and the suit must arise out of an offshore banking or financial

transaction of that federally chartered corporation.” Am. Int’l Grp., Inc. v. Bank of Am.

Corp., 712 F.3d 775, 784 (2d Cir. 2013); see also Highland Crusader Offshore Partners,

L.P. v. LifeCare Holdings, Inc., 627 F. Supp. 2d 730, 734 (N.D. Tex. 2008) (“Section 632

does not require that the claims themselves have a foreign character; it only requires that

the lawsuit ‘arise out of’ transactions with a foreign aspect.”). Federal courts “routinely”

extend federal jurisdiction on the basis of Section 632, including “in cases based on state

law causes of action and containing only an incidental connection to banking law,” and

“even though the international or foreign banking activity was not central to the case.” In

re Lloyd’s Am. Trust Fund Litig., 928 F. Supp. 333, 340-41 (S.D.N.Y. 1996) (collecting

cases).

20. This Action satisfies the requirements of Section 632, because it was

brought by Wells Fargo, a national banking association organized under the laws of the

United States, and it arises out of banking activity with a distinct foreign aspect.

Specifically, Wells Fargo provides Trust services on behalf of the Issuers in each of the

Specified CDO transactions.3 The Issuers, who are parties to the Specified CDO

Indentures and issued the notes in each of the Specified CDOs, are all limited liability

companies organized under the laws of the Cayman Islands. Thus, this action arises out

of Wells Fargo’s execution of Trust services on behalf of foreign issuers, which is an

international banking activity. See In re Lloyd’s Am. Trust Fund Litig., 928 F. Supp. 333,

339 (S.D.N.Y. 1996) (“Trust services constitute a banking activity under federal law.”).

PROCEDURAL REQUIREMENTS FOR REMOVAL

21. Zions Bank has not been formally served with any process, pleadings, or

orders in this Action. On or about October 1, 2013, Zions Bank obtained copies of the

following documents filed by Wells Fargo in this case before the State of Minnesota,

Fourth Judicial District, District Court, County of Hennepin:

� Petition, attached hereto as Exhibit A;

� Notice of Judicial Assignment, attached hereto as Exhibit B;

� Statement Regarding Interested Parties, attached hereto as Exhibit

C;4 and

� Order for Hearing, attached hereto as Exhibit D.

3 The Issuers are: Tropic CDO I Ltd., Tropic CDO II Ltd., Tropic CDO III Ltd.,

Tropic CDO IV Ltd., Soloso CDO 2005-1 Ltd. and Soloso CDO 2007-1 Ltd.

4 Zions Bank objects to and disagrees with Wells Fargo’s definition of “Interested

Parties” as set forth in the Statement Regarding Interested Parties, but nonetheless notes

that, as a Holder of Notes of the Tropic CDO I, Tropic CDO II, Tropic CDO III, and

Tropic CDO IV, it is an Interested Party pursuant to Wells Fargo’s own definition.

22. This Notice of Removal is filed within thirty (30) days of the receipt by

Zions Bank of Wells Fargo’s Petition. Accordingly, this Notice of Removal is timely

pursuant to 28 U.S.C. § 1446(b).

23. Zions Bank will promptly serve all parties who have appeared in the Action

with a true and correct copy of this Notice of Removal pursuant to 28 U.S.C. § 1446(d).

Pursuant to Fed. R. Civ. P. 5(d), Zions Bank will file with this Court a Certificate of

Service of Notice to Adverse Parties of Removal to Federal Court.

24. In accordance with 28 U.S.C. § 1446(d), Zions Bank will promptly file with

the Clerk of the District Court of the State of Minnesota, Fourth Judicial District, County

of Hennepin, a true and correct copy of this Notice of Removal.

25. This Notice of Removal is signed pursuant to Rule 11 of the Federal Rules

of Civil Procedure.

26. Zions Bank reserves all rights including but not limited to defenses and

objections as to venue and personal jurisdiction, and the filing of this Notice of Removal

is subject to, and without waiver of, any such defenses and objections.

WHEREFORE, Party In Interest Zions Bank respectfully requests that this Action

be removed from the State of Minnesota, Fourth Judicial District, District Court, County

of Hennepin, to the United States District Court for the District of Minnesota.

Dated: October 7, 2013 GREENE ESPEL PLLP

s/ Janine A. Wetzel

Andrew M. Luger, Reg. No. 189261

Janine A. Wetzel, Reg. No. 392032

222 S. Ninth Street, Suite 2200

Minneapolis, MN 55402

[email protected]

[email protected]

(612) 373-0830

and

QUINN EMANUEL URQUHART &

SULLIVAN, LLP

Jonathan E. Pickhardt, NY Reg. No.

3041191

(pro hac vice pending)

Andrew S. Corkhill, NY Reg. No. 4843280

(pro hac vice pending)

51 Madison Avenue, 22nd Floor

New York, New York 10010

[email protected]

[email protected]

(212) 849-7000

Attorneys for Party in Interest Zions

Bancorporation

EXHIBIT C

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

In the Matter of the Trusteeship Created by Soloso CDO 2007-1 Ltd. and Soloso CDO 2007-1 Corp.

Case No. 13-cv-02778 (DSD/JJK)

PARTY IN INTEREST ZIONS BANCORPORATION’S MOTION TO TRANSFER VENUE

Pursuant to 28 U.S.C. § 1404(a), Party In Interest Zions Bancorporation (“Zions”) hereby moves the Court for an Order transferring this action to the United States District Court for

the Southern District of New York.

On or about September 30, 2013, Petitioner Wells Fargo National Association (“Wells Fargo”) filed a Petition for Instructions in the Administration of Trust Pursuant to Minn. Stat. § 501 B.16 (“Petition”) in the State of Minnesota, Fourth Judicial District, District

Court, County of Hennepin. On October 7, 2013, Zions removed this action to this Court pursuant to 12 U.S.C. § 632 and 28 U.S.C. §§ 1331, 1332, 1348, 1441(b) and (c), and 1446.

Zions respectfully requests that this action be transferred to the United States District Court for the Southern District of New York for the convenience of the parties and witnesses, and in

the interests of justice.

This motion is supported by memoranda of law, declarations and exhibits thereto, arguments of counsel at the time of hearing, and upon the files, records and proceedings herein.

Dated: October 29, 2013

GREENE ESPEL PLLP

s/ Janine A. Wetzel

Andrew M. Luger, Reg. No. 189261

Janine A. Wetzel, Reg. No. 392032

222 S. Ninth Street, Suite 2200

Minneapolis, MN 55402

[email protected]

[email protected]

(612) 373-0830

and

QUINN EMANUEL URQUHART & SULLIVAN, LLP

Jonathan E. Pickhardt, NY Reg. No. 3041191

(admitted pro hac vice)

Andrew S. Corkhill, NY Reg. No. 4843280

(admitted pro hac vice)

51 Madison Avenue, 22nd Floor

New York, New York 10010

[email protected]

[email protected]

(212) 849-7000

Attorneys for Party in Interest Zions Bancorporation

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