Goedgekeurde-Prospectussen 27918

EDML 2017-1 B.V.
as Issuer
(incorporated with limited liability in the Netherlands)
Class A Class B Class C Class D Class E Class F Class RS

Principal EUR EUR 3,800,000 EUR 7,600,000 EUR 2,600,000 EUR 2,600,000 EUR 5,100,000 EUR
Amount: 233,900,000 40,000,000
Issue Price: 101.371 per 99.847 per cent. 100.00 per cent. 100.00 per cent. 100.00 per cent. 98.602 per cent. 49.275 per cent.
cent.
Interest rate the higher of (i) the higher of (i) the higher of (i) the higher of (i) the higher of (i) the higher of (i) Class RS Notes
up to and zero and (ii) zero and (ii) zero and (ii) zero and (ii) zero and (ii) zero and (ii) Interest Amount
including three month three month three month three month three month three month
the First Euribor plus an Euribor plus an Euribor plus an Euribor plus an Euribor plus an Euribor plus an
Optional Initial Margin Initial Margin Initial Margin Initial Margin Initial Margin Initial Margin
Redemption of 0.600 per of 0.800 per of 1.000 per of 1.650 per of 2.690 per of 4.000 per
Date:1 cent. per annum cent. per annum cent. per annum cent. per annum cent. per annum cent. per annum
Interest rate the higher of (i) the higher of (i) the higher of (i) the higher of (i) the higher of (i) the higher of (i) Class RS Notes
following zero and (ii) zero and (ii) zero and (ii) zero and (ii) zero and (ii) zero and (ii) Interest Amount
the First three month three month three month three month three month three month
Optional Euribor plus an Euribor plus an Euribor plus an Euribor plus an Euribor plus an Euribor plus an
Redemption Extension Extension Extension Extension Extension Extension
Date: Margin of 1.020 Margin of 1.200 Margin of 1.500 Margin of 2.475 Margin of 4.035 Margin of 4.000
per cent. per per cent. per per cent. per per cent. per per cent. per per cent. per
annum, with the annum, with the annum, with the annum, with the annum, with the annum, with the
Subordinated Subordinated Subordinated Subordinated Subordinated Subordinated
Extension Extension Extension Extension Extension Extension
Payment Payment Payment Payment Payment Payment
Amount being Amount being Amount being Amount being Amount being Amount being
subordinated subordinated subordinated subordinated subordinated subordinated
Interest Act/360 Act/360 Act/360 Act/360 Act/360 Act/360 n/a

accrual:
Expected AAA sf / AAsf / A+sf / A-sf / BBB-sf / n/a n/a

ratings Aaa(sf) Aa2(sf) A2(sf) Baa1(sf) Baa3(sf)
(Fitch /
Moody's):
First Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment
Optional Date falling in Date falling in Date falling in Date falling in Date falling in Date falling in Date falling in
Redemption October 2022 October 2022 October 2022 October 2022 October 2022 October 2022 October 2022
Date:
Final Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment
Maturity Date falling in Date falling in Date falling in Date falling in Date falling in Date falling in Date falling in
Date: October 2055 October 2055 October 2055 October 2055 October 2055 October 2055 October 2055
1
Three month Euribor will be set on each Interest Determination Date. The first Interest Determination Date is two Business Days before the Closing
Date
1
Seller: Elan Woninghypotheken B.V.
Closing Date: The Issuer will issue the Notes in the classes set out above on 5 September 2017 (or such later date as may be agreed
between the Issuer and the Joint Lead Managers) (the Closing Date).
Underlying Assets: The Issuer will make payments on the Notes in accordance with the relevant Priority of Payments from, among other
things, payments of principal and interest received from a portfolio comprising of Mortgage Loans originated by the
Seller (or the Elan Servicer acting on its behalf as agent) and secured over residential properties located in the
Netherlands. Legal title to the Mortgage Receivables resulting from such Mortgage Loans will be assigned by the Seller
to the Issuer on the Closing Date. Legal title to any Further Advance Receivables and New Ported Mortgage Receivables
may, subject to certain conditions being met, be assigned by the Seller to the Issuer on certain dates thereafter. See
Section 6.2 (Description of Mortgage Loans) for further information.
Security for the Notes: The Noteholders will, together with the other Secured Creditors, benefit from security rights created in favour of the
Security Trustee over, among other things, the Mortgage Receivables and the Issuer Rights (see Section 4.7 (Security)).
Denomination: The Notes will have a minimum denomination of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up
to and including EUR 199,000.
Form: The Notes will initially be represented by Global Notes in global bearer form. Interests in the Global Notes will only in
limited circumstances be exchangeable for Notes in definitive form.
Interest: The Notes (except for the Class RS Notes) will carry a floating rate of interest equal to the higher of (a) zero and (b) the
interest rate equal to Euribor for three (3) month deposits in euro (determined in accordance with Condition 4(e)) plus the
applicable Margin, payable quarterly in arrear on each Notes Payment Date. From (but excluding) the First Optional
Redemption Date, the Subordinated Extension Payment Amount, if any, in respect of each Class of Notes (other than the
Class RS Notes) will be payable quarterly in arrear on each Notes Payment Date, subject to it being subordinated to
certain other payment obligations of the Issuer as set forth in the Revenue Priority of Payments. The interest on the Class
RS Notes will be equal to the Class RS Notes Interest Amount See further Section 4.1 (Terms and Conditions) and
Condition 4 (Interest).
Redemption Payments of principal on the Notes will be made quarterly in arrear on each Notes Payment Date in the circumstances set
Provisions: out in, and subject to and in accordance with the Conditions. On any Optional Redemption Date, the Majority RS
Noteholder may instruct the Issuer to redeem all Floating Rate Notes subject to and in accordance with Condition 6(d)
(Portfolio Call Option) and Condition 6(e) (Remarketing Call Option) and all Notes may be redeemed at the option of the
Issuer on any Notes Payment Date for taxation reasons subject to and in accordance with Condition 6(f) (redemption for
tax reasons).
On any Notes Payment Date, if a Risk Retention Regulatory Change Event occurs and the Retention Holder or the Seller,
as the case may be, exercises the Risk Retention Regulatory Change Call Option, the Issuer will redeem all Notes subject
to and in accordance with Condition 6(f) (Risk Retention Regulatory Change Call Option).
If and to the extent not otherwise redeemed already the Notes will mature on the Final Maturity Date and be redeemed on
such date subject to and in accordance with Condition 6(a) (Final redemption). See further Condition 6 (Redemption).
Subscription and Sale: Each of Goldman Sachs International and ING Bank N.V. (with respect to the Class A Notes only) has as placement
agent agreed to purchase at the Closing Date, subject to certain conditions precedent being satisfied, the Notes.
Credit Rating Each of Fitch and Moody’s is established in the European Union and is registered under the CRA Regulation. As such
Agencies: each of the Credit Rating Agencies is included in the list of credit rating agencies published by ESMA on its website in
accordance with the CRA Regulation at www.esma.europa.eu/page/list-registered-and-certified-CRAs.
Credit ratings will be assigned to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the
Credit Ratings:
Class E Notes, as set out above on or before the Closing Date. The Class F Notes and the Class RS Notes will not be
rated.
The credit ratings assigned by Fitch address the likelihood of (i) (a) in respect of the Class A Notes and the Class B Notes
2
and, if such Class is the Most Senior Class of Notes then outstanding, the Class C Notes, the Class D Notes and the Class
E Notes full and timely payment of interest (other than the Subordinated Extension Payment Amount) on each Notes
Payment Date and (b) in respect of the Class C Notes, the Class D Notes and the Class E Notes if such Class is not the
Most Senior Class of Notes then outstanding full payment of interest (other than the Subordinated Extension Payment
Amount) by a date that is not later than the Final Maturity Date and (ii) in respect of the Floating Rate Notes other than
the Class F Notes, full payment of principal due to the holders of such Notes by a date that is not later than the Final
Maturity Date. The credit ratings assigned by Moody’s address the expected loss posed to investors by the legal final
maturity. The assigned ratings address timely payment of interest for the Class A Notes, the Class B Notes and the Class
C Notes, ultimate payment of interest (but for avoidance of doubt not the Subordinated Extension Payment Amount) on
or before the rated final legal maturity date for the Class D Notes and the Class E Notes and ultimate payment of
principal at par on or before the rated final legal maturity date for all rated Notes. The credit ratings assigned by Fitch and
Moody’s do not address the likelihood that the Notes will be redeemed in full on any Optional Redemption Date.
Listing: Application has been made to list the Notes on Euronext Amsterdam. The Notes are expected to be listed on or about the
Closing Date. This Prospectus has been approved by the AFM and constitutes a prospectus for the purposes of the
Prospectus Directive.
Eurosystem Eligibility: The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Class
A Notes are intended upon issue to be deposited with Euroclear or Clearstream, Luxembourg as common safekeeper. It
does not necessarily mean that the Class A Notes will be recognised as Eurosystem Eligible Collateral either upon issue
or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility
criteria. The other Classes of Notes are not intended to be held in a manner which allows Eurosystem eligibility.
Limited recourse The Notes will be limited recourse obligations of the Issuer and will not be the obligations of, or guaranteed by, or be the
obligations of the responsibility of, any other entity. The Issuer will have no or limited sources of funding available to it. See Section 2
Issuer: (Risk Factors).
Limited recourse The Seller is intended to be a thinly capitalised company. The Seller has limited funds and resources available to it to
obligations of the satisfy any obligations owing by it under or in connection with any Transaction Documents. It may from time to time
Seller: have limited funds available arising from collections received in respect of mortgage loans originated and owned by it
and it may be able to make drawings under the Elan Credit Facility.
The Elan Lender is the sole financier of the Seller as at the Closing Date. The maximum facility limit of the Elan Credit
Facility as at the Closing Date is EUR750 million and may be increased or decreased from time to time in accordance
with the terms of the Elan Credit Facility. The purpose of the Elan Credit Facility is, among other things, to finance the
Seller’s origination of residential mortgage loans to borrowers located in the Netherlands, to finance the operation of the
features of those mortgage loans (including, construction deposits, further advances and portability) and to pay certain
fees, costs and expenses in relation to the origination of mortgage loans.
The Elan Lender is under no obligation to put the Seller in funds to satisfy any obligation of the Seller under the
securitisation transaction other than with respect to the following limited exception. The Elan Lender is obliged to fund a
repurchase of a Mortgage Receivable by the Seller if the Elan Lender previously approved and agreed to fund the Seller’s
origination of a related Further Advance Receivable or New Ported Mortgage Receivable, as the case may be, and the
subsequent sale of the new receivable to the Issuer is not successful because the Further Advance Receivables and
Additional Loan Part Receivables Purchase Conditions or New Ported Mortgage Receivables Purchase Conditions (as
applicable) are not satisfied in full and the Seller is obliged to repurchase the relevant Mortgage Receivable. The Elan
Lender under the Elan Credit Facility will not be required to fund the Seller’s repurchases in any other circumstance.
Other than as described above, no party, including but not limited to any Noteholder, the Issuer, the Security Trustee or
the Seller, has the right to instruct or procure (either directly or indirectly) that the Elan Lender provide the Seller with
any funds to satisfy its obligations under any securitisation transaction or the Transaction Documents. No potential
investor in any Note should assume that the Seller will have funds made available to it under the Elan Credit Facility to
satisfy its obligations other than as described above or otherwise continue to be funded by the Elan Lender in the future.
The obligations of the Seller are limited recourse obligations and the limited funding available to the Seller has required
that each of the Secured Creditors (other than the Seller) and the Issuer has explicitly acknowledged in the Transaction
3
Documents that it will not take any action to wind up the Seller or institute similar proceedings in any circumstance. Any
claim which the Issuer may have against the Seller will only be satisfied to the extent the Seller has resources available to
it at the time. The Issuer will have recourse against the Elan Servicer, an agent of the Seller, in certain limited
circumstances which are more particularly described in Section 7.1 (Purchase, Repurchase and Sale).
Subordination: Prior to delivery of an Enforcement Notice, the Classes of Notes, other than the Class A Notes, are in respect of payments
of principal and interest subordinated to the Class A Notes and, if applicable, other Classes of Notes in the following
order: the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Class RS
Notes. See Section 5 (Credit Structure).
EU Risk Retention Goldman Sachs Lending Partners LLC as the Retention Holder, in its capacity as the “originator” within the meaning of
Requirements: article 405 CRR, has undertaken that for as long as the Notes are outstanding, it will at all times retain a material net
economic interest in the securitisation transaction which shall in any event not be less than five (5) per cent., in
accordance with the EU Risk Retention Requirements. As at the Closing Date, such material net economic interest will be
held in accordance with item (a) of Article 405 of the CRR, Article 51(1)(a) of the AIFMR and Article 254(2)(a) of the
Solvency II Regulation by holding no less than five (5) per cent. of the nominal value of each of the Classes of Notes sold
or transferred to investors. See Section 4.4 (Regulatory and Industry Compliance) for more details.
U.S. Risk Retention Pursuant to the U.S. Risk Retention Requirements, a “sponsor” of asset-backed securities is required, unless an
Requirements: exemption exists, to retain an “eligible vertical interest” or an “eligible horizontal residual interest”, or any combination
thereof, in a securitisation transaction. Under the U.S. Risk Retention Requirements, a “sponsor” includes a person who
organizes and initiates a securitisation transaction by selling or transferring assets, either directly or indirectly, including
or through an affiliate or issuer, to the issuing entity. The Retention Holder has determined that it is a “sponsor” of the
securitisation transaction contemplated hereby for purposes of the U.S. Risk Retention Requirements and has elected to
retain an “eligible vertical interest” in the securitisation transaction by acquiring not less than 5 per cent. of each Class of
Notes (the Required Credit Risk). See Section 4.4 (Regulatory and Industry Compliance) for more details.
Volcker Rule: The Issuer is not, and solely after giving effect to any offering and sale of the Notes and the application of the proceeds
thereof will not be, a “covered fund” for the purposes of regulations adopted under Section 13 of the Bank Holding
Company Act of 1956, as amended (commonly known as the Volcker Rule). In reaching this conclusion, although other
statutory or regulatory exclusions and/or exemptions under the Investment Company Act of 1940, as amended (the
Investment Company Act) and under the Volcker Rule and its related regulations may be available, the Issuer has relied
on the determinations that (i) the Issuer would satisfy all of the elements of the exemption from registration under the
Investment Company Act provided by Section 3(c)(5)(C) thereunder, and, accordingly, (ii) the Issuer may rely on the
exemption from the definition of a “covered fund” under the Volcker Rule made available to entities that do not rely
solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exclusion and/or exemption from
registration under the Investment Company Act.
For a discussion of some of the risks associated with an investment in the Notes, see Section 2 (Risk Factors)
herein.
The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their
original language in order that the correct technical meaning may be ascribed to them under applicable law. Unless
otherwise indicated in this Prospectus or the context otherwise requires, capitalised terms used in this Prospectus have
the meaning ascribed thereto in paragraph 8.2 (Definitions) of the Glossary of Defined Terms set out in this Prospectus.
The principles of interpretation set out in paragraph 8.3 (Interpretation) of the Glossary of Defined Terms in this
Prospectus shall apply to this Prospectus.
The date of this Prospectus is 1 September 2017.

Arranger
Goldman Sachs International
Joint Lead Managers
Goldman Sachs International and ING Bank N.V.
4
IMPORTANT INFORMATION
No person has been authorised to give any information or to make any representation not contained in or not consistent
with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer, the Seller, the
Arranger or the Joint Lead Managers (nor any of their respective affiliates).
The distribution of this document and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus (or any part thereof) comes are required to inform themselves about, and
to observe, any such restrictions. A further description of the restrictions on offers, sales and deliveries of the Notes and
on the distribution of this Prospectus is set out in Section 4.3 (Subscription and Sale) below. No one is authorised by the
Issuer or the Seller to give any information or to make any representation concerning the issue of the Notes other than
those contained in this Prospectus in accordance with applicable laws and regulations.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and its own independent investigation
of the Mortgage Receivables. Neither this Prospectus nor any other information supplied in connection with the issue of
the Notes constitutes an offer or invitation by or on behalf of the Issuer, the Arranger or the Joint Lead Managers (nor
any of their respective affiliates) to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus at any time nor any sale made in connection with the offering of the Notes shall
imply that the information contained herein is correct at any time subsequent to the date of this Prospectus. Neither the
Issuer nor the Seller shall be obliged to update this Prospectus after the date on which the Notes are issued or admitted
to trading.
If at any time the Issuer shall be required to prepare a supplemental prospectus pursuant to the Prospectus Directive, the
Issuer will prepare and make available an appropriate amendment or supplement to this Prospectus which shall
constitute a supplemental prospectus as required by the AFM under the Prospectus Directive.
In respect of any remarketing and issue of new notes to be admitted to listing and trading on Euronext Amsterdam or
any other regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC), upon
exercise of the Remarketing Call Option, the Issuer shall (supported by the Majority RS Noteholder) be required to
prepare and make available a prospectus pursuant to the Prospectus Directive. Neither the Arranger nor the Joint Lead
Managers shall be under any obligation to assist the Issuer with the preparation and/or publication of any such
prospectus and take no responsibility with respect to the content of any such prospectus at any time subsequent to the
date of this Prospectus, however pursuant to Condition 6(e) (Remarketing Call Option) the Majority RS Noteholder is
required in certain circumstances to appoint an arranger or a joint lead manager to assist with the preparation of any
such prospectus.
ABN AMRO Bank N.V. is acting solely in its capacity as Listing Agent for the Issuer in connection with the Notes and
is not itself seeking admission of these Notes to Euronext Amsterdam or to trading on its regulated market for the
purposes of the Prospectus Directive. ABN AMRO Bank N.V. in its capacity as Listing Agent is acting for the Issuer
only and will not regard any other person as its client in relation to the offering of the Notes.
Neither ABN AMRO Bank N.V. nor any of its directors, officers, agents or employees makes any representation or
warranty express or implied, or accepts any responsibility with respect to the accuracy, completeness or fairness of any
of the information or opinions described or incorporated by reference in this Prospectus, in any investor report or for
any other statements made or purported to be made either by itself or on its behalf in connection with the Issuer or the
offering or the Notes. Accordingly, ABN AMRO Bank N.V. disclaims all and any liability, whether arising in tort or
contract or otherwise in respect of this Prospectus and or any such other statements.
5
Each of Goldman Sachs International (along with any of its affiliates) (GSI, and together with its affiliates, Goldman
Sachs) as Arranger and Joint Lead Manager and ING Bank N.V. as Joint Lead Manager makes expressly clear that it
does not undertake to review the financial conditions or affairs of the Issuer during the life of the Notes. Investors
should review, among other things, the most recent financial statements of the Issuer when deciding whether or not to
purchase, hold or sell any Notes during the life of the Notes.
None of GSI (in its limited role as Arranger and Joint Lead Manager), ING Bank N.V. (in its role as Joint Lead
Manager) or any of their respective affiliates have separately verified the information set out in this Prospectus. To the
fullest extent permitted by law, Goldman Sachs and ING Bank N.V. do not accept any responsibility for the content of
this Prospectus or for any statement or information contained in or consistent with this Prospectus that is made or
created in connection with the offering of the Notes. Neither Goldman Sachs nor ING Bank N.V. has independently
verified, or makes any representation or warranty in respect of the content of this Prospectus.
The Notes have not been and will not be registered under the Securities Act and will include Notes in bearer form that
are subject to United States tax law requirements. The Notes may not be offered, sold or delivered within the United
States or to U.S. persons as defined in Regulation S, except in certain transactions permitted by U.S. tax regulations and
the Securities Act (see Section 4.3 (Subscription and Sale) below).
The persons responsible for the information given in the Prospectus, or as the case may be, for certain parts of it, with,
in the latter case, an indication of such parts, are set out in paragraph 19 of Section 8 (General) of this Prospectus.
THE OBLIGATIONS UNDER THE NOTES WILL BE SOLELY THE OBLIGATIONS OF THE
ISSUER. THE NOTES WILL NOT CREATE OBLIGATIONS FOR, BE THE RESPONSIBILITY
OF, OR BE GUARANTEED BY, ANY OTHER ENTITY OR PERSON, IN WHATEVER
CAPACITY ACTING, INCLUDING, WITHOUT LIMITATION, THE SELLER, THE SWAP
COUNTERPARTY, THE PORTFOLIO MANAGER, THE SERVICER, THE ELAN LENDER, THE
RETENTION HOLDER, THE ELAN SERVICER, THE ISSUER ADMINISTRATOR, THE
DIRECTORS, THE PAYING AGENT, THE REFERENCE AGENT, THE JOINT LEAD
MANAGERS, THE ARRANGER, THE ISSUER ACCOUNT BANK, THE SWAP COLLATERAL
CUSTODIAN AND THE SECURITY TRUSTEE, IN WHATEVER CAPACITY ACTING.
FURTHERMORE, NONE OF THE SELLER, THE SWAP COUNTERPARTY, THE SERVICER,
THE ELAN LENDER, THE RETENTION HOLDER, THE ELAN SERVICER, THE ISSUER
ADMINISTRATOR, THE DIRECTORS, THE PAYING AGENT, THE REFERENCE AGENT, THE
ARRANGER, THE JOINT LEAD MANAGERS, THE ISSUER ACCOUNT BANK, THE SWAP
COLLATERAL CUSTODIAN AND THE SECURITY TRUSTEE, NOR ANY OTHER PERSON IN
WHATEVER CAPACITY ACTING, WILL ACCEPT ANY LIABILITY WHATSOEVER TO
NOTEHOLDERS IN RESPECT OF ANY FAILURE BY THE ISSUER TO PAY ANY AMOUNTS
DUE UNDER THE NOTES.
6
TABLE OF CONTENTS
Important Information ........................................................................................................................................ 5
1. Transaction Overview ........................................................................................................................... 9
1.1 Structure Diagrams ................................................................................................................. 10
1.2 Risk Factors ............................................................................................................................ 12
1.3 Principal Parties...................................................................................................................... 13
1.4 The Notes ............................................................................................................................... 15
1.5 Credit Structure ...................................................................................................................... 24
1.6 Portfolio Information.............................................................................................................. 28
1.7 Portfolio Documentation ........................................................................................................ 35
1.8 General ................................................................................................................................... 41
2. Risk Factors ......................................................................................................................................... 42
3. Principal Parties................................................................................................................................... 95
3.1 Issuer ...................................................................................................................................... 95
3.2 Shareholder............................................................................................................................. 98
3.3 Security Trustee...................................................................................................................... 99
3.4 Seller .................................................................................................................................... 101
3.5 Servicer................................................................................................................................. 105
3.6 Issuer Administrator ............................................................................................................. 108
3.7 Portfolio Manager ................................................................................................................ 109
3.8 Swap Counterparty ............................................................................................................... 111
3.9 Swap Collateral Custodian ................................................................................................... 112
3.10 Back-up Servicer Facilitator ................................................................................................. 113
3.11 Other Parties ......................................................................................................................... 114
4. The Notes .......................................................................................................................................... 115
4.1 Terms and Conditions .......................................................................................................... 115
4.2 Form ..................................................................................................................................... 151
4.3 Subscription and Sale ........................................................................................................... 154
4.4 Regulatory and Industry Compliance ................................................................................... 159
4.5 Use of Proceeds .................................................................................................................... 162
4.6 Taxation in the Netherlands ................................................................................................. 163
4.7 Security ................................................................................................................................ 167
5. Credit Structure ................................................................................................................................. 169
5.1 Available Funds.................................................................................................................... 169
5.2 Priority of Payments ............................................................................................................. 174
5.3 Loss Allocation .................................................................................................................... 181
5.4 Hedging ................................................................................................................................ 183
5.5 Liquidity Support ................................................................................................................. 187
5.6 Transaction Accounts ........................................................................................................... 188
5.7 Administration Agreement ................................................................................................... 194
5.8 Diagrammatic Overview of On-Going Cash Flows ............................................................. 197
6. Portfolio Information......................................................................................................................... 198
6.1 Stratification Tables ............................................................................................................. 198
6.2 Description of Mortgage Loans ............................................................................................ 218
6.3 Origination and Servicing .................................................................................................... 223
6.4 Dutch Residential Mortgage Market .................................................................................... 230
7. Portfolio Documentation ................................................................................................................... 234
7.1 Purchase, Repurchase and Sale ............................................................................................ 234
7.2 Representations and Warranties ........................................................................................... 247
7.3 Mortgage Loan Criteria ........................................................................................................ 249
7.4 Servicing Agreement ............................................................................................................ 253
7.5 Interest rate reset in respect of Mortgage Receivables ......................................................... 255
8. General .............................................................................................................................................. 262
7
8.2 Definitions ............................................................................................................................ 265
8.3 Interpretation ........................................................................................................................ 302
9. Registered Offices ............................................................................................................................. 305
8
1. TRANSACTION OVERVIEW
This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes
must be based on a consideration of this Prospectus as a whole, including any supplement hereto. This
overview is not purported to be complete and should be read in conjunction with, and is qualified in its
entirety, by the detailed information presented elsewhere in this Prospectus.
Unless otherwise indicated in this Prospectus or the context otherwise requires, capitalised terms used in
this Prospectus shall have the meaning ascribed to them in paragraph 8.2 (Definitions) of the Glossary of
Defined Terms set out in this Prospectus.
The principles of interpretation set out in paragraph 8.3 (Interpretation) of the Glossary of Defined Terms in
this Prospectus shall apply to this Prospectus.
9
1.1 Structure Diagrams
The following structure diagrams provide an indicative summary of the principal features of the transaction,
the ownership structure of the Issuer and the on-going cash flows relevant to the transaction. Each diagram
must be read in conjunction with, and is qualified in its entirety by, the detailed information presented
elsewhere in this Prospectus.
Principal features of the transaction
Ownership structure of the Issuer
Stichting Holding EDML Intertrust

2017-1 Management B.V
Intertrust
EDML 2017-1 B.V Management B.V
10
On-going cash flows relevant to the transaction
11
1.2 Risk Factors
There are certain factors which prospective Noteholders should take into account. These risk factors relate
to, among other things, the Notes. One of these risk factors concerns the fact that the liabilities of the Issuer
under the Notes are limited recourse obligations whereby the ability of the Issuer to meet such obligations
will be dependent on its receipt of funds under the Mortgage Receivables, the proceeds of the sale of any
Mortgage Receivables and/or its receipt of other funds. Despite certain mitigants in respect of these risks,
there remains among other things a credit risk, liquidity risk, prepayment risk, maturity risk and interest rate
risk relating to the Notes. Moreover, there are certain structural, legal and tax risks relating to the Mortgage
Receivables and the Mortgaged Assets. Finally, it should be noted that (i) the Seller has been established as a
thinly capitalised company to originate mortgage loans in the Netherlands and consequently has limited
funds available to it and its obligations under the Transaction Documents are limited recourse obligations
and (ii) that the Swap Agreement contains certain risks (see Section 2 (Risk Factors)).
12
1.3 Principal Parties
Issuer: EDML 2017-1 B.V., incorporated under Dutch law as a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) having its corporate
seat in Amsterdam and registered with the Commercial Register of the Chamber of
Commerce under number 68558341. The entire issued share capital of the Issuer is
held by the Shareholder.
Shareholder: Stichting Holding EDML 2017-1, established under Dutch law as a foundation
(stichting) having its corporate seat in Amsterdam and registered with the Commercial
Register of the Chamber of Commerce under number 68555644.
Security Trustee: Stichting Security Trustee EDML 2017-1, established under Dutch law as a foundation
(stichting) having its corporate seat in Amsterdam and registered with the Commercial
Seller: Elan Woninghypotheken B.V., incorporated under Dutch law as a private company
with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having
its corporate seat in Amsterdam, the Netherlands and registered with the Commercial
Portfolio Dutch Mortgage Portfolio Management B.V. (DMPM), incorporated under Dutch law
Manager: as a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) having its corporate seat in Rotterdam and registered with the
Commercial Register of the Chamber of Commerce under number 65442253.
Servicer: Quion Services B.V. (Quion), incorporated under Dutch law as a private company
with limited liability (besloten vennootschap met beperkte aansprakelijkheid) having
its corporate seat in Rotterdam and registered with the Commercial Register of the
Chamber of Commerce under number 24158411.
Back-up Servicer BNP Paribas Securities Services, Luxembourg Branch (BNP Luxembourg),
Facilitator: established under French law, acting through its offices at 60, avenue J.F. Kennedy,
Luxembourg, L – 2085 Luxembourg.
Collection Stichting Elan Woninghypotheken Ontvangsten, established under Dutch law as a

Foundation: foundation (stichting) having its corporate seat in Amsterdam and registered with the
Issuer Intertrust Administrative Services B.V., incorporated under Dutch law as a private
Administrator: company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) having its corporate seat in Amsterdam and registered with the
Swap ING Bank N.V., incorporated under Dutch law as a public company with limited
Counterparty: liability (naamloze vennootschap) having its corporate seat in Amsterdam, and
registered with the Commercial Register of the Chamber of Commerce under number
33031431.
Issuer Account N.V. Bank Nederlandse Gemeenten, incorporated under Dutch law as a public
Bank: company with limited liability (naamloze vennootschap) having its corporate seat in 's-
13
Gravenhage, and registered with the Commercial Register of the Chamber of
Commerce under number 27008387.
Swap Collateral The Bank of New York Mellon, London Branch, established under New York law,
Custodian: acting through its offices at One Canada Square, London, E14 5AL, United Kingdom.
Directors: Intertrust Management B.V., the sole director of the Issuer and of the Shareholder and
Amsterdamsch Trustee’s Kantoor B.V., the sole director of the Security Trustee.
Collection Quion
Foundation
Administrator:
Collection ABN AMRO Bank N.V. (ABN AMRO), incorporated under Dutch law as a public
Foundation company with limited liability (naamloze vennootschap) having its corporate seat in
Account Amsterdam and registered with the Commercial Register of the Chamber of
Provider: Commerce under number 3302587.
Paying Agent: BNP Luxembourg
Reference Agent: BNP Luxembourg
Listing Agent: ABN AMRO
Arranger: Goldman Sachs International
Joint Lead Goldman Sachs International and ING Bank N.V.

Managers:
Retention Holder: Goldman Sachs Lending Partners LLC
Elan Servicer: Quion
Elan Portfolio DMPM

Manager:
Elan Lender: Goldman Sachs Lending Partners LLC
14
1.4 The Notes
Certain features of the Notes are summarised below:
Class A Class B Class C Class D Class E Class F Class RS
Principal EUR EUR 3,800,000 EUR 7,600,000 EUR EUR 2,600,000 EUR EUR
Amount: 233,900,000 2,600,000 5,100,000 40,000,000
Issue Price: 101.371 per 99.847 per 100.00 per 100.00 per 100.00 per 98.602 per 49.275 per
cent. cent. cent. cent. cent. cent. cent.
Interest rate the higher of the higher of the higher of the higher the higher of the higher Class RS
up to and (i) zero and (i) zero and (i) zero and of (i) zero (i) zero and of (i) zero Notes Interest
including the (ii) three (ii) three (ii) three and (ii) (ii) three and (ii) Amount
First month month month three month month three month
Optional Euribor plus Euribor plus Euribor plus Euribor plus Euribor plus Euribor plus
Redemption an Initial an Initial an Initial an Initial an Initial an Initial
Date:2 Margin of Margin of Margin of Margin of Margin of Margin of
0.600 per cent. 0.800 per cent. 1.000 per cent. 1.650 per 2.690 per cent. 4.000 per
per annum per annum per annum cent. per per annum cent. per
annum annum
Interest rate the higher of the higher of the higher of the higher the higher of the higher Class RS
following the (i) zero and (i) zero and (i) zero and of (i) zero (i) zero and of (i) zero Notes Interest
First (ii) three (ii) three (ii) three and (ii) (ii) three and (ii) Amount
Optional month month month three month month three month
Redemption Euribor plus Euribor plus Euribor plus Euribor plus Euribor plus Euribor plus
Date: an Extension an Extension an Extension an an Extension an
Margin of Margin of Margin of Extension Margin of Extension
1.020 per cent. 1.200 per cent. 1.500 per cent. Margin of 4.035 per cent. Margin of
per annum, per annum, per annum, 2.475 per per annum, 4.000 per
with the with the with the cent. per with the cent. per
Subordinated Subordinated Subordinated annum, with Subordinated annum, with
Extension Extension Extension the Extension the
Payment Payment Payment Subordinate Payment Subordinate
Amount being Amount being Amount being d Extension Amount being d Extension
subordinated subordinated subordinated Payment subordinated Payment
Amount Amount
being being
subordinate subordinate
d d
Interest Act/360 Act/360 Act/360 Act/360 Act/360 Act/360 n/a

accrual:
Expected AAAsf / AAsf / A+sf / A-sf / BBB-sf / n/a n/a

ratings Aaa(sf) Aa2(sf) A2(sf) Baa1(sf) Baa3(sf)
(Fitch /
Moody's):
First Notes Notes Notes Notes Notes Notes Notes
2
Three month Euribor will be set on each Interest Determination Date. The first Interest Determination Date is two Business Days before the Closing
Date
15
Optional Payment Date Payment Date Payment Date Payment Payment Date Payment Payment Date
Redemption falling in falling in falling in Date falling falling in Date falling falling in
Date: October 2022 October 2022 October 2022 in October October 2022 in October October 2022
2022 2022
Final Notes Notes Notes Notes Notes Notes Notes

Maturity Payment Date Payment Date Payment Date Payment Payment Date Payment Payment Date
Date: falling in falling in falling in Date falling falling in Date falling falling in
October 2055 October 2055 October 2055 in October October 2055 in October October 2055
2055 2055
Notes: The Notes shall consist of the following classes of notes of the Issuer, which are
expected to be issued on or about the Closing Date:
(i) the Class A Notes;
(ii) the Class B Notes;
(iii) the Class C Notes;
(iv) the Class D Notes;
(v) the Class E Notes;
(vi) the Class F Notes; and
(vii) the Class RS Notes.
Issue Price: The issue price of the Notes shall be as follows:
(i) the Class A Notes 101.371 per cent.;
(ii) the Class B Notes 99.847 per cent.;
(iii) the Class C Notes 100.00 per cent.;
(iv) the Class D Notes 100.00 per cent.;
(v) the Class E Notes 100.00 per cent.;
(vi) the Class F Notes 98.602 per cent.; and
(vii) the Class RS Notes 49.275 per cent.
Form: The Notes are initially issued in global bearer form and represented by Global Notes.
In limited circumstances, the Notes will be issued in definitive form, serially
numbered with coupons attached.
Denomination: The Notes will be issued in minimum denominations of EUR 100,000 and integral
multiples of EUR 1,000 in excess thereof up to and including EUR 199,000.
Status & The Notes of each Class rank pari passu without any preference or priority among
Ranking: Notes of the same Class.
16
In accordance with the Conditions and the Trust Deed (i) payments of principal and
interest on the Class B Notes are subordinated to, among other things, payments of
principal and interest on the Class A Notes, (ii) payments of principal and interest on
the Class C Notes are subordinated to, among other things, payments of principal and
interest on the Class A Notes and payments of principal and interest on the Class B
Notes, (iii) payments of principal and interest on the Class D Notes are subordinated
to, among other things, payments of principal and interest on the Class A Notes,
payments of principal and interest on the Class B Notes and payments of principal and
interest on the Class C Notes, (iv) payments of principal and interest on the Class E
Notes are subordinated to, among other things, payments of principal and interest on
the Class A Notes, payments of principal and interest on the Class B Notes, payments
of principal and interest on the Class C Notes and payments of principal and interest
on the Class D Notes (v) payments of principal and interest on the Class F Notes are
subordinated to, among other things, payments of principal and interest on the Class A
Notes, payments of principal and interest on the Class B Notes, payments of principal
and interest on the Class C Notes, payments of principal and interest on the Class D
Notes and payments of principal and interest on the Class E Notes, (vi) (A) prior to
service of an Enforcement Notice, payments of principal and Class RS Notes Interest
Amount on the Class RS Notes are subordinated to, among other things, payments of
principal and interest on the Class A Notes, payments of principal and interest on the
Class B Notes, payments of principal and interest on the Class C Notes, payments of
principal and interest on the Class D Notes, payments of principal and interest on the
Class E Notes and payments of principal and interest on the Class F Notes, and (B)
after service of an Enforcement Notice payments of principal and any remaining
amount from the Enforcement Available Amount on the Class RS Notes are
subordinated to, among other things, payments of principal and interest on the Class A
Notes, payments of principal and interest on the Class B Notes, payments of principal
and interest on the Class C Notes, payments of principal and interest on the Class D
Notes, payments of principal and interest on the Class E Notes and payments of
principal and interest on the Class F Notes. From (but excluding) the First Optional
Redemption Date, the Subordinated Extension Payment Amount in respect of a Class
of Notes (other than the Class RS Notes), if any, will be subordinated to certain other
payment obligations of the Issuer as set forth in the Revenue Priority of Payments.
See further Terms and Conditions in section The Notes. The obligations of the Issuer
in respect of the Notes will rank behind the obligations of the Issuer in respect of
certain items set forth in the applicable Priority of Payments. See further Credit
Structure.
Interest: Interest on the Notes (other than the Class RS Notes) will accrue from (and including)
the Closing Date by reference to successive Interest Periods and will be payable
quarterly in arrear in Euro in respect of their Principal Amount Outstanding on each
Notes Payment Date. There can be no assurance that sufficient funds will be available
to make interest payments to the holders of Floating Rate Notes.
The interest on the Notes (other than the Class RS Notes) will be calculated on the
basis of the actual days elapsed in the Interest Period divided by 360 days.
Interest on the Notes (other than the Class RS Notes) up to and including the First
Optional Redemption Date
17
Up to and including the First Optional Redemption Date, interest on the Notes (except
for the Class RS Notes) for each Interest Period will accrue at an annual rate equal to
the sum of the Euribor for three month deposits in EUR (or, in respect of the first
Interest Period, the rate which represents the linear interpolation of Euribor for one
month deposits in EUR and Euribor for two month deposits in EUR, rounded, if
necessary, to the 5th decimal place with 0.000005, being rounded upwards), plus an
Initial Margin of:
(i) for the Class A Notes, 0.600 per cent. per annum;
(ii) for the Class B Notes, 0.800 per cent. per annum;
(iii) for the Class C Notes, 1.000 per cent. per annum;
(iv) for the Class D Notes, 1.650 per cent. per annum;
(v) for the Class E Notes, 2.690 per cent. per annum; and
(vi) for the Class F Notes, 4.000 per cent. per annum.
The rate of interest on the Notes shall at any time be at least zero per cent.
Interest on the Notes (other than the Class RS Notes) following the First Optional
Redemption Date
If on the First Optional Redemption Date the Notes have not been redeemed in full,
the rate of interest applicable to the Notes (other than the Class RS Notes) will, as of
(but excluding) the First Optional Redemption Date, accrue at an annual rate equal to
the sum of Euribor for three month deposits in EUR, rounded, if necessary, to the 5th
decimal place with 0.000005, being rounded upwards, plus an Extension Margin of:
The rate of interest on the Notes shall at any time be at least zero per cent.
From (but excluding) the First Optional Redemption Date, the Subordinated Extension
Payment Amount in respect of a Class of Notes (other than the Class RS Notes), if
any, will be subordinated to certain other payment obligations of the Issuer as set forth
in the Revenue Priority of Payments.
Class RS Notes
18
The interest on the Class RS Notes will be equal to the Class RS Notes Interest
Amount. There can be no assurance that sufficient funds will be available to make
payments to the Class RS Noteholders.
Scheduled The Issuer, prior to delivery of an Enforcement Notice in accordance with Condition
Mandatory 10, will be obliged to apply the Available Principal Funds to (partially) redeem the
Redemption of Notes on each Notes Payment Date at their respective Principal Amount Outstanding,
the Notes: on a pro rata and pari passu basis within each respective Class, subject to and in
accordance with Condition 6(b) and Condition 9(a), in the following sequential order:
(a) first, the Class A Notes, until fully redeemed;
(b) second, the Class B Notes, until fully redeemed;
(c) third, the Class C Notes, until fully redeemed;
(d) fourth, the Class D Notes, until fully redeemed;
(e) fifth, the Class E Notes, until fully redeemed;
(f) sixth, the Class F Notes, until fully redeemed; and
(g) seventh, the Class RS Notes.
If an Enforcement Notice is delivered the Notes are, and each Note shall become,
immediately due and payable at their or its Principal Amount Outstanding, together
with accrued interest subject to and in accordance with Condition 10.
Mandatory If and to the extent not already redeemed, the Issuer will redeem the Notes at their
Redemption on respective Principal Amount Outstanding on the Final Maturity Date, subject to and in
the Final accordance with Condition 6(a) and Condition 9(a).
Maturity Date:
Optional The Majority RS Noteholder may at its option instruct the Issuer to redeem, in whole
Redemption of but not in part, the Floating Rate Notes at their respective Principal Amount
the Notes: Outstanding on any Optional Redemption Date, subject to and in accordance with
Condition 6(d) (Portfolio Call Option) or Condition 6(e) (Remarketing Call Option) as
the case may be.
Subject to the occurrence of a Risk Retention Regulatory Change Event, the Retention
Holder or the Seller, as the case may be, may at its option exercise the Risk Retention
Regulatory Change Call Option and instruct the Issuer to redeem, in whole but not in
part, the Floating Rate Notes at their respective Principal Amount Outstanding on any
Notes Payment Date, subject to and in accordance with Condition 6(f) (Risk Retention
Regulatory Change Call Option).
Redemption for If a Tax Call Option Event has occurred, the Issuer has the right to sell and assign the
tax reasons: Mortgage Receivables and apply the proceeds received towards redemption of the
Notes on the immediately succeeding Notes Payment Date subject to and in
accordance with Condition 6(g) (redemption for tax reasons). The Issuer may only sell
and assign the Mortgage Receivables on the conditions that the purchase price of such
sale and assignment of the Mortgage Receivables is at least equal to the Tax Call
19
Option Minimum Required Purchase Price.
The purchase price for the Mortgage Receivables will form part of the Available
Principal Funds and will, together with any other Available Revenue Funds and
Available Principal Funds be available to the Issuer on the relevant Notes Calculation
Date, to be applied in accordance with the Post-Enforcement and Call Option Exercise
Priority of Payments on the Notes Payment Date immediately following the exercise
of the Tax Call Option.
Any remaining outstanding amounts on the Notes after application of the purchase
price and other funds available to the Issuer shall subsequently be cancelled.
Retention and The Retention Holder, in its capacity as the “originator” within the meaning of article
disclosure 405 CRR shall retain, for as long as the Notes are outstanding and on an ongoing
requirements basis, an interest that qualifies as a material net economic interest in the securitisation
under the EU transaction which, in any event, shall not be less than five (5) per cent. in accordance
Risk Retention with Article 405 of the CRR, Article 51 of the AIFMR and Article 254 of the Solvency
Requirements and II Regulation. The Retention Holder will purchase and hold an “eligible vertical
the U.S. Risk interest” in each class of Notes issued by the Issuer in the required amount of not less
Retention than five (5) per cent. of each such Class in the manner and for so long as required by
Requirements: the U.S. Risk Retention Requirements. Notes acquired and held by the Retention
Holder may be treated as satisfying both the EU Risk Retention Requirements and the
U.S. Risk Retention Requirements.
At the date of this Prospectus such interest is retained in accordance with item (a) of
Article 405 of the CRR, Article 51(i)(a) of the AIFMR, Article 254(2)(a) of the
Solvency II Regulation and the U.S. Risk Retention Requirements, by holding no less
than five (5) per cent. of the nominal value of each of the Classes of Notes sold or
transferred to investors.
The Retention Holder has separately undertaken to the Issuer, the Security Trustee, the
Seller, the Arranger and the Joint Lead Managers that it will comply with the
requirements set forth in (i) article 52 (a) up to and including (d) of the AIFMR, (ii)
Articles 408 and 409 of the CRR and (c) Articles 254 and 256 paragraph 3 sub (a) up
to and including sub (c) and sub (e) of the Solvency II Regulation. In addition to the
information set out herein and forming part of this Prospectus, the Retention Holder
has undertaken to make materially relevant information available to investors with a
view to such investor complying with Article 405 up to and including 409 of the CRR,
Article 51 and 52 of the AIFMR and Article 254 and 256 of the Solvency II
Regulation. The Retention Holder will retrieve such information from the Seller by
making use of its information rights it has in its capacity as Elan Lender (see Section 8
(General) and Section 4.4 (Regulatory and Industry Compliance) for more details).
Use of proceeds: The Issuer will use the proceeds from the issue of the Notes (other than the Class RS
Notes) towards payment to the Seller of the Initial Purchase Price for the Mortgage
Receivables assigned on the Closing Date pursuant to the provisions of the Mortgage
Receivables Purchase Agreement made between the Seller, the Issuer and the Security
Trustee. The Aggregate Construction Deposit Amount as at the Cut-Off Date of EUR
1,140,440.75 will be withheld by the Issuer from the Initial Purchase Price for the
Mortgage Receivables assigned on the Closing Date and deposited by the Issuer in the
Construction Deposit Account. The proceeds of the Class RS Notes will be used
sequentially (i) to credit the Reserve Account with an amount equal to the Initial
20
Reserve Account Required Amount and then (ii) to fund the remaining part of the
Initial Purchase Price for the Mortgage Receivables assigned on the Closing Date
being the positive difference between the Outstanding Principal Amount of the
Mortgage Receivables as at the Cut-Off Date and the proceeds of the issuance of the
Floating Rate Notes. The remainder will be used to pay the Supplementary Purchase
Price for the Mortgage Receivables, which will be an amount equal to the proceeds of
the issuance of the Class RS Notes minus (a) the Initial Reserve Account Required
Amount and (b) any positive difference between the Outstanding Principal Amount of
the Mortgage Receivables as at the Cut-Off Date and the proceeds of the issuance of
the Floating Rate Notes. (See Section 4.5 (Use of Proceeds) for more details).
Withholding Tax: All payments of, or in respect of, principal and interest on the Notes will be made
without withholding of, or deduction for, or on account of any present or future taxes,
duties, assessments or charges of whatsoever nature imposed or levied by or on behalf
of the Netherlands, any authority therein or thereof having power to tax unless the
withholding or deduction of such taxes, duties, assessments or charges is required by
law. In that event, the Issuer will make the required withholding or deduction of such
taxes, duties, assessments or charges for the account of the Noteholders, as the case
may be, and shall not pay any additional amounts to such Noteholders.
FATCA If an amount in respect of FATCA Withholding were to be deducted or withheld either

Withholding: from amounts due to the Issuer or from interest, principal or other payments made in
respect of the Notes, neither the Issuer nor any paying agent nor any other person
would, pursuant to the conditions of the Notes, be required to pay additional amounts
as a result of the deduction or withholding.
Method of For so long as the Notes are represented by a Global Note, payments of principal and,
Payment: to the extent applicable, interest on the Notes will be made in Euro to Euroclear and
Clearstream, Luxembourg, as the case may be, for the credit of the respective accounts
of the Noteholders.
Security for the The Notes have the indirect benefit of:
Notes:
(i) a first ranking undisclosed right of pledge by the Issuer to the Security
Trustee over (a) the Mortgage Receivables, including all rights ancillary
thereto and (b) the Beneficiary Rights;
(ii) a first ranking disclosed right of pledge by the Issuer to the Security
Trustee over the Issuer Rights; and
(iii) an English law first ranking fixed charge over the Swap Collateral
Accounts.
After the delivery of an Enforcement Notice, the amounts payable to the Noteholders
and the other Secured Creditors will be limited to the amounts available for such
purpose to the Security Trustee which, among other things, will consist of amounts
recovered by the Security Trustee in respect of such rights of pledge and deed of
charge and amounts received by the Security Trustee as creditor under the Parallel
Debt Agreement. Payments to the Secured Creditors will be made in accordance with
the Post-Enforcement and Call Option Exercise Priority of Payments. See further
Section 4.7 (Security) and Section 5 (Credit Structure) below.
21
Parallel Debt On the Signing Date, the Issuer and the Security Trustee amongst others will enter into
Agreement: the Parallel Debt Agreement for the benefit of the Secured Creditors under which the
Issuer shall, by way of parallel debt, undertake to pay to the Security Trustee amounts
equal to the amounts due by it to the Secured Creditors, in order to create a claim of
the Security Trustee thereunder which can be validly secured by the rights of pledge
created by the Pledge Agreements.
Security over The Collection Foundation has granted a first ranking right of pledge on the balance
Collection standing to the credit of the Collection Foundation Account in favour of, amongst
Foundation others, the Issuer, subject to the agreement that future funders of the Seller and other
Account: Elan Issuers will also have the benefit of a right of pledge and agree to cooperate to
facilitate such security. Such right of pledge will be notified to the Collection
Foundation Account Provider. The share within the meaning of section 3:166 of the
Dutch Civil Code (aandeel) of the beneficiaries of the right of pledge in respect of the
balance of the Collection Foundation Account is equal to their respective entitlements,
i.e. the sum of the amounts standing to the credit of the Collection Foundation
Account which relate to the collections arising from the Mortgage Receivables owned
by it or pledged to it, as the case may be, from time to time.
Paying Agency On the Signing Date, the Issuer will enter into the Paying Agency Agreement with the
Agreement: Paying Agent and the Reference Agent pursuant to which the Paying Agent
undertakes, among other things, to perform certain payment services on behalf of the
Issuer for the benefit of the Noteholders.
Listing: Application has been made to Euronext Amsterdam for the Notes to be admitted to the
official list and trading on its regulated market.
Credit ratings: It is a condition precedent to issuance that:
(i) the Class A Notes, on issue, be assigned a AAAsf credit rating by Fitch,
and a Aaa(sf) credit rating by Moody's;
(ii) the Class B Notes, on issue, be assigned a AAsf credit rating by Fitch
and a Aa2(sf) credit rating by Moody's;
(iii) the Class C Notes, on issue, be assigned a A+sf credit rating by Fitch
and a A2(sf) credit rating by Moody's;
(iv) the Class D Notes, on issue, be assigned a A-sf credit rating by Fitch
and a Baa1(sf) credit rating by Moody's; and
(v) the Class E Notes, on issue, be assigned a BBB-sf credit rating by Fitch
and a Baa3(sf) credit rating by Moody's.
Each of the Credit Rating Agencies is established in the European Union and is
registered under the CRA Regulation. The Class F Notes and the Class RS Notes will
not be assigned a credit rating.
Settlement: Euroclear and Clearstream, Luxembourg.
Governing Law: The Notes and the Transaction Documents, other than the Swap Agreement, the Swap
Collateral Custodian Agreement and the Deed of Charge will be governed by and
22
construed in accordance with Dutch law. The Swap Agreement, the Swap Collateral
Custodian Agreement and the Deed of Charge will be governed by and construed in
accordance with English law.
Selling There are selling restrictions in relation to the European Economic Area, France, Italy,
Restrictions: the Netherlands, the United Kingdom and the United States and there may also be
other restrictions as required in connection with the offering and sale of the Notes. See
Subscription and Sale. Persons into whose possession this Prospectus comes are
required by the Issuer, the Arranger and the Joint Lead Managers to inform themselves
about and to observe any such restriction.
23
1.5 Credit Structure
Available Funds: The Issuer will use receipts of principal and interest in respect of the Mortgage
Receivables together with amounts it receives, if any, under the Swap Agreement,
drawings from the Reserve Account and amounts credited to the Issuer Collection
Account, to make payments of, among other things, principal and interest due in
respect of the Notes in accordance with the relevant Priority of Payments.
Priority of The obligations of the Issuer in respect of the Notes will rank subordinated to the
Payments: obligations of the Issuer in respect of certain items set forth in the applicable Priority
of Payments (see Section 5 (Credit Structure) below) and payment of principal and
interest on the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes,
the Class F Notes and the Class RS Notes Interest Amount and principal to the Class
RS Notes will be subordinated to payment of principal and interest under the Class A
Notes and limited as more fully described herein in Section 4.1 (Terms and
Conditions) and Section 5 (Credit Structure).
Issuer Accounts: The Issuer shall maintain with the Issuer Account Bank the following accounts:
(i) Issuer Collection Account: an account into which all amounts received
(i) in respect of the Mortgage Receivables on each Mortgage Collection
Payment Date from the Collection Foundation Account and (ii) from
any other parties will be credited. The Issuer Collection Account will be
debited to make payments to (i) the Paying Agent in order to pay
interest and principal to Noteholders and (ii) other parties, in each case
according to the Priority of Payments in respect of interest and
principal.
(ii) Reserve Account: an account into which certain reserve amounts will be
credited from time to time.
On the Closing Date, part of the proceeds of the Class RS Notes will be
credited to the Reserve Account to fund the Initial Reserve Account
Required Amount. If the amount credited to the Reserve Account is
determined on any Notes Calculation Date to be lower than an amount
equal to:
(a) at any time prior to the Amortisation Condition being

satisfied, the Initial Reserve Account Required Amount; or
(b) at any time after the Amortisation Condition being satisfied,

the Ongoing Reserve Account Required Amount,
the Issuer shall apply the Available Revenue Funds to the extent they
are available for the purpose, on the immediately succeeding Notes
Payment Date in accordance with the Revenue Priority of Payments, to
credit the Reserve Account until no shortfall in respect of the relevant
required amount exists;
(iii) Construction Deposit Account: an account for the purpose of

reimbursement by the Issuer to the Seller for amounts distributed in
respect of (part of) the Construction Deposit by the Seller to the relevant
24
Borrowers.
An amount equal to the Aggregate Construction Deposit Amount as at

the Cut-Off Date will be credited to the Construction Deposit Account
on the Closing Date. Thereafter, in case of purchase of any Further
Advance Receivables or New Ported Mortgage Receivables (including
any Additional Loan Part Receivables, if applicable) having a
Construction Deposit attached to them, an amount equal to the
Construction Deposit Amount relating to such Further Advance or New
Ported Mortgage Loan (including any Additional Loan Parts, if
applicable) will be credited to the Construction Deposit Account;
(iv) Sold Property Portable Mortgage Account: an account for the purpose
of facilitating portability of Mortgage Loans or one or more Loan Parts
comprising such Mortgage Loans (meeneemregeling) pursuant to the
Seller’s Mortgage Conditions in case the transfer of title to the Old
Mortgaged Asset by the Borrower takes place prior to the acquisition of
title to the New Mortgaged Asset by the Borrower.
If the transfer of title to the Old Mortgaged Asset by the Borrower and
the subsequent acquisition of title to the New Mortgaged Asset by the
Borrower happen within the same Mortgage Calculation Period the
principal proceeds received by the Collection Foundation for the benefit
of the Issuer on the Collection Foundation Account in relation to the
redemption of the relevant Portable Mortgage Loan will be applied to
purchase and accept assignment of the related New Ported Mortgage
Receivables. If the transfer of title to the Old Mortgaged Asset by the
Borrower takes place prior to the acquisition of title to the New
Mortgaged Asset by the Borrower but they do not happen in the same
Mortgage Calculation Period, the Collection Foundation Administrator
on behalf of the Issuer will deposit the principal repayment amount of
the relevant Portable Mortgage Loan in the Sold Property Portable
Mortgage Account (such deposited amount being, the Available
Portability Deposit Amount). The Available Portability Deposit
Amount does not form part of the Available Principal Funds and shall
be applied towards the purchase and acceptance of assignment of the
related New Ported Mortgage Receivable in a subsequent Mortgage
Calculation Period; and
(v) Further Advance, Additional Loan Part and Unsold Property Portable
Mortgage Account: an account used by the Issuer (i) to facilitate
portability of Mortgage Loans or one or more Loan Parts comprising
such Mortgage Loans (meeneemregeling) pursuant to the Seller’s
Mortgage Conditions in case the transfer of title to the Old Mortgaged
Asset by the Borrower takes place after the acquisition of title to the
New Mortgaged Asset by the Borrower and (ii) to purchase and accept
assignment of any New Ported Mortgage Receivables resulting from a
New Ported Mortgage Loan granted by the Seller to a Borrower
including, in the event that the principal amount of the New Ported
Mortgage Loan exceeds the outstanding principal balance of the related
Portable Mortgage Loan, Additional Loan Part and any Further
Advance Receivables resulting from Further Advances granted by the
25
Seller to a Borrower.
Provided that the Further Advance Receivables and Additional Loan

Part Receivables Purchase Conditions or the New Ported Mortgage
Receivables Purchase Conditions, as the case may be, have been met,
the Issuer Administrator, on behalf of the Issuer, will apply the
Available Principal Funds to credit the Further Advance, Additional
Loan Part and Unsold Property Portable Mortgage Account for an
amount equal to the lower of (a) the sum of (i) the amount standing to
the balance of the Further Advance, Additional Loan Part and Unsold
Property Portable Mortgage Account at the immediately preceding
Notes Payment Date and (ii) the amount of unscheduled principal
prepayments or repayments in respect of the Mortgage Receivables in
the immediately preceding Notes Calculation Period, and (b) the
product of (i) the aggregate Outstanding Principal Amount of the
Mortgage Receivables at the end of the immediately preceding Notes
Calculation Period and (ii) 1 − (1 − 1.5%)(1/4) (quarterly equivalent of
1.5 per cent. CPR), provided that on the first Notes Payment Date the
Further Advance, Additional Loan Part and Unsold Property Portable
Mortgage Account will be credited for an amount equal to the lower of
(a) the unscheduled principal prepayments or repayments in respect of
the Mortgage Receivables in the immediately preceding Notes
Calculation Period and (b) the product of (i) the aggregate Outstanding
Principal Amount of the Mortgage Receivables at the end of the
immediately preceding Notes Calculation Period and (ii) 1 −
(1 − 1.5%)(1/4) (quarterly equivalent of 1.5% CPR) (the Available
Further Advance, Additional Loan Part and Unsold Property
Portable Mortgage Deposit Amount).
Issuer Account On the Signing Date, the Issuer will enter into the Issuer Account Agreement with the
Agreement: Security Trustee and the Issuer Account Bank, under which the Issuer Account Bank
agrees to pay a guaranteed interest rate determined by reference to EONIA or Euribor
less a margin, on the balance standing to the credit of each of the Issuer Accounts from
time to time. See Section 5 (Credit Structure).
Collection All payments made by Borrowers in respect of the Mortgage Loans will be paid or
Foundation have been directed to be paid into the Collection Foundation Account maintained by
Account: the Collection Foundation with the Collection Foundation Account Provider. Intertrust
Management B.V. is the director of the Collection Foundation and the Collection
Foundation Account is operated by the Collection Foundation Administrator. The
Collection Foundation Account is also used for the collection of moneys paid in
respect of mortgage loans other than the Mortgage Loans and in respect of other
moneys to which each of the Seller and an existing Elan Issuer is entitled vis-à-vis the
Collection Foundation and may in the future also be used in connection with new
transactions involving future funders of the Seller and/or future Elan Issuers.
The Collection Foundation Administrator determines from time to time but at least on
a monthly basis what the entitlement is of each Beneficiary and will arrange for the
transfer of such amount from the Collection Foundation Account to the relevant
Beneficiary in accordance with the Receivables Proceeds Distribution Agreement.
Collection The pledge agreement between, amongst others, the Issuer, the Security Trustee, the
26
Foundation Collection Foundation and the Seller dated the Signing Date will be entered into
Account Pledge subject to the agreement that future funders of the Seller and existing and future Elan
Agreement: Issuers will also have the benefit of a first ranking right of pledge. The parties to the
Collection Foundation Account Pledge Agreement agree to cooperate to facilitate such
security.
Receivables The amended and restated receivables proceeds distribution agreement between,
Proceeds amongst others, the Issuer, the Security Trustee the Collection Foundation and the
Distribution Seller dated the Signing Date.
Agreement:
Swap Agreement: On the Signing Date, the Issuer will enter into a Swap Agreement with the Swap
Counterparty to hedge the interest rate risk between (a) the interest to be received by
the Issuer on the Fixed Rate Mortgage Receivables and (b) the floating rate of interest
due and payable by the Issuer on the Floating Rate Notes. See further section 5 (Credit
Structure) below.
Swap Collateral On the Signing Date, the Issuer will enter into the Swap Collateral Custodian
Custodian Agreement with the Security Trustee and the Swap Collateral Custodian, pursuant to
Agreement and which the Issuer shall maintain with the Swap Collateral Custodian the Swap
Swap Collateral Collateral Accounts: accounts to which any collateral in the form of cash and securities
Accounts: pursuant to the Swap Agreement will be transferred.
Administration Under the Administration Agreement between the Issuer, the Issuer Administrator and
Agreement: the Security Trustee, the Issuer Administrator will agree (a) to provide certain
administration, calculation and cash management services for the Issuer on a day-to-
day basis including without limitation, all calculations to be made in respect of the
Notes pursuant to the Conditions and (b) to submit certain statistical information
regarding the Issuer to certain governmental authorities if and when requested.
Portfolio Under the Portfolio Management Agreement between the Issuer, the Security Trustee
Management and the Portfolio Manager, the Portfolio Manager will agree to provide certain
Agreement: portfolio management services to the Issuer on a day-to-day basis, including without
limitation, resetting of interest rates in relation to the Mortgage Loans and ongoing
credit management services in respect of the Mortgage Loans.
Interest Rate Under the Interest Rate Reset Agreement between the Issuer, the Security Trustee, the
Reset Agreement: Portfolio Manager, the Issuer Administrator, the Swap Counterparty, the Seller and the
Back Swap Provider certain arrangements in connection with the determination and
setting of the Mortgage Interest Rates on behalf of the Issuer will be made.
27
1.6 Portfolio Information
The numerical information set out below relates to the Pool as of the Cut-Off Date. Therefore, not all of the
information set out below in relation to the Pool may necessarily correspond to the details of the Mortgage
Receivables as at the Closing Date. Furthermore, after the Closing Date, the portfolio will change from time
to time as a result of the repayment, prepayment, amendment, and repurchase of Mortgage Receivables and
purchases of Further Advance Receivables and New Ported Mortgage Receivables. The Mortgage Loans
have been selected in accordance with the criteria set forth in the Mortgage Receivables Purchase
Agreement.
Key Characteristics:
Principal balance 255,686,048.15
Value of Saving Deposits 0.00
Net principal balance 255,686,048.15
Construction Deposits 1,140,440.75
Net principal balance excl. Construction and Saving Deposits 254,545,607.40
Negative balance 0.00
Net principal balance excl. Construction and Saving Deposits and Negative Balance 254,545,607.40
Number of loans 815
Number of loanparts 1,681
Number of negative loanparts 0.00
Average principal balance 313,725.21
Weighted average current interest rate 2.96%
Weighted average maturity (in years) 29.16
Weighted average remaining time to interest reset (in years) 17.69
Weighted average seasoning (in years) 0.49
Weighted average CLTOMV 99.22%
Weighted average CLTIMV 95.30%
Weighted average CLTIFV 112.12%
Weighted average OLTOMV 100.13%
Mortgage Loans: The Mortgage Loans have been originated by the Seller through its agent, the Elan
Servicer and granted by the Seller in connection with the purchase and refinancing by
Borrowers of residential properties in the Netherlands.
All Mortgage Loans are secured by a first ranking or a first and sequentially lower
ranking mortgage right which were vested for a principal sum which is at least equal to
the principal sum of the Mortgage Loan when originated, plus interest, penalties, costs
and fees accrued from time to time.
A Mortgage Loan may consist of one or more Loan Parts. If a Mortgage Receivable to
be assigned to the Issuer on the Closing Date results from a Mortgage Loan consisting
of one or more Loan Parts, the Seller shall sell and assign and the Issuer shall purchase
28
and accept the assignment of all Mortgage Receivables arising under the Loan Parts of
such Mortgage Loan at the Closing Date. See further Section 6.2 (Description of
Mortgage Loans).
The Pool will consist of Linear Mortgage Loans (lineaire hypotheken), Annuity
Mortgage Loans (annuïteiten hypotheken), Interest-only Mortgage Loans
(aflossingsvrije hypotheken) or combinations of these types of loans as further
described below.
The Mortgage Loans satisfy the criteria set forth in the Mortgage Receivables Purchase
Agreement and the statements and criteria set out in Section 7.2 (Representations and
Warranties) and Section 7.3 (Mortgage Loan Criteria). The Mortgage Loans have
characteristics that demonstrate the capacity to produce funds to service any payments
due and payable under the Floating Rate Notes.
The Mortgage Receivables to be sold and assigned to the Issuer on the Closing Date
result from these Mortgage Loans.
Linear Mortgage A portion of the Mortgage Loans (or Loan Parts) will be in the form of Linear
Loans: Mortgage Loans. Under a Linear Mortgage Loan, the Borrower redeems a fixed
amount on each instalment, such that at maturity the entire loan will be redeemed. The
Borrower's payment obligation decreases with each payment as interest owed under
such Mortgage Loan declines over time.
Annuity A portion of the Mortgage Loans (or Loan Parts) will be in the form of Annuity
Mortgage Loans: Mortgage Loans. Under an Annuity Mortgage Loan, the Borrower pays a constant total
monthly payment, made up of an initially high and subsequently decreasing interest
portion and an initially low and subsequently increasing principal portion, and
calculated in such a manner that such Mortgage Loan will be fully redeemed at the end
of its term.
Interest-only A portion of the Mortgage Loans (or Loan Parts) will be in the form of Interest-only
Mortgage Loans: Mortgage Loans. Under an Interest-only Mortgage Loan, the Borrower is not obliged
to pay principal towards redemption of the relevant Mortgage Loan until the maturity
of such Mortgage Loan. Interest is payable monthly and is calculated based on the
outstanding balance of the Mortgage Loan (or relevant part thereof). Interest-only
Mortgage Loans from which Mortgage Receivables result may have been granted up to
an amount equal to 50 per cent. of the Market Value of the Mortgaged Asset at
origination.
Rate of interest The Mortgage Loans may have a floating rate of interest or a fixed rate of interest. If
and reset of rate any Mortgage Loan has a fixed rate of interest, the terms and conditions of that
of interest: Mortgage Loan provide that the interest rate applicable to that Mortgage Loan shall be
reset from time to time.
The Issuer will authorise (i) up to the occurrence of a Seller Interest Reset Termination
Event, the Seller and (ii) after the occurrence of a Seller Interest Reset Termination
Event, the Portfolio Manager, to reset the Mortgage Interest Rates in respect of the
Mortgage Receivables for the account of the Issuer.
Each of the Seller and the Portfolio Manager shall determine the Mortgage Interest
Rates in respect of any Mortgage Receivable for the purpose of any reset in accordance
29
with the relevant Interest Rate Policy.
The Seller Interest Rate Policy consists of three key pillars which the Seller is required
to comply with and take account of, in connection with its setting and resetting of
interest rates, which are: (1) compliance with applicable laws and regulations and the
terms and conditions of the Mortgage Loans; (2) consideration of the Seller’s, the
Issuer’s and any other Elan Issuer’s weighted average cost of capital, operating costs
and cost of credit; and (3) comparison with the rates set by other market participants.
The Portfolio Manager Interest Rate Policy is in all material respects identical to the
Seller Interest Rate Policy, other than that the Portfolio Manager is required to reset the
Mortgage Interest Rates by reference only to the Issuer’s weighted average cost of
capital, operating costs and reasonable estimate of cost of credit to prevent the Issuer
from making losses, whereas the Seller Interest Rate Policy requires the Seller to reset
the Mortgage Interest Rates by reference to each of the Seller’s, the Issuer’s or any
Elan Issuer’s (as applicable) weighted average cost of capital, operating costs and
reasonable estimate of cost of credit to ensure no party incurs any loss.
The Seller or the Portfolio Manager, as the case may be, will receive the proposed
Mortgage Receivable Swap Rates prior to any proposed interest rates being offered to
the relevant Borrower. Such Mortgage Receivable Swap Rates are a key input in
respect of any proposed reset of any Fixed Rate Mortgage Receivable and hence a key
input into the calculation of the Issuer’s weighted average cost of capital. Further
details of the Interest Reset Policies and the interest rate reset procedures are more
particularly described in Section 7.5 (Interest rate reset in respect of Mortgage
Receivables). See also the risk factor in Section 2 Risks relating to the procedure for
resetting interest rates in respect of Mortgage Receivables purchased by the Issuer.
Other features of Construction Deposits

the Mortgage
Loans: The Mortgage Loans (including Further Advances and New Ported Mortgage Loans
(including any Additional Loan Parts, if applicable)) may have associated Construction
Deposits, whereby part of the Mortgage Loan is withheld by the Seller and will only be
disbursed by the Seller at a later date, subject to satisfaction of certain conditions, so
that the Borrower can apply the proceeds towards construction of, or improvements to,
the Mortgaged Asset relating to the Mortgage Loan. A disbursement from the
Construction Deposit will only be made against delivery of invoices and other relevant
documentation satisfactory to the Seller.
Further Advances
A Borrower may ask the Seller to grant a Further Advance, which is a loan to be made
to a Borrower under a Mortgage Loan, which is secured by the same Mortgage or by a
second or sequentially lower priority Mortgage as the loan previously disbursed under
the Mortgage Loan. The Seller will consider such request for a Further Advance
against the then applicable acceptance criteria. A Further Advance may carry a
different interest rate compared to the original Mortgage Loan and may also have a
different maturity. Otherwise, the same Mortgage Conditions apply to a Further
Advance.
Further Advances include: (a) further advances made under a Mortgage Loan which
will be secured by the same Mortgage as the loan previously disbursed under such
30
Mortgage Loan (verhoogde inschrijving), (b) further advances made under a Mortgage
Loan which will be secured by a second or sequentially lower priority Mortgage as the
loan previously disbursed under such Mortgage Loan (verhoging) or (c) a withdrawal
of moneys which were previously repaid to redeem the Mortgage Loan (heropname).
Portability
The Seller did not originally intend to offer Borrowers the flexibility to port their
Mortgage Loans at the time of origination of such Mortgage Loans, but following a
review of its mortgage loan documentation with the Elan Servicer prior to the
establishment of this securitisation transaction, the Seller concluded that the terms of
part of the Mortgage Loans did not make it sufficiently clear to the relevant Borrowers
that they did not have the right to “port” their Mortgage Loans. The Seller determined,
in consultation with its agents, that the most appropriate cause of action to treat
customers fairly was to offer portability on the terms outlined below. The terms on
which the relevant Borrowers may port their Mortgage Loans have been summarised in
a letter sent to Borrowers by the Seller and the full terms and conditions are available
to those Borrowers upon request.
Port of a Mortgage Loan to a new property
The Seller offers certain Borrowers, the flexibility to “port” certain characteristics of
their existing Mortgage Loan or one or more Loan Parts comprising such Mortgage
Loan to a new property.
The portability feature can be exercised by a Borrower in two circumstances for the
purpose of porting their existing mortgage loan to a new property: (i) the Borrower
transfers title to its Old Mortgaged Asset prior to it acquiring title to its New
Mortgaged Asset (the Sold Property Portability Option) or (ii) the Borrower
acquires title to its New Mortgaged Asset prior to it transferring title to its Old
Mortgaged Asset (the Unsold Property Portability Option), in which case the
Borrower must, among other conditions, transfer title to its Old Mortgaged Asset
within twelve months following its acquisition of title to the New Mortgaged Asset.
As a New Ported Mortgage Loan qualifies as a new Mortgage Loan, the Seller will
consider a request for a New Ported Mortgage Loan against the then applicable
acceptance criteria and underwriting conditions and the then applicable Mortgage
Conditions shall apply.
Sold Property Portability Option
If the Borrower relating to any Mortgage Loan or one or more Loan Parts comprising
such Mortgage Loan wishes to exercise the portability feature (meeneemregeling) by
means of the Sold Property Portability Option, it will be required to notify the Servicer
of its intention to redeem the Mortgage Loan and its intention to take out a New Ported
Mortgage Loan at least 30 days prior to the redemption of that Mortgage Loan (which
coincides with the transfer of title to the Old Mortgaged Asset by the Borrower). The
transfer of title to the Old Mortgaged Asset by the Borrower and the acquisition of title
to the New Mortgaged Asset by the Borrower will have to be executed within a period
of no more than six months of each other.
If the transfer of title to the Old Mortgaged Asset by the Borrower and the subsequent
31
acquisition of title to the New Mortgaged Asset by the Borrower happen within the
same Mortgage Calculation Period the principal proceeds received by the Collection
Foundation for the benefit of the Issuer in relation to the redemption of the Mortgage
Loan in the Collection Foundation Account will be applied to purchase and accept
assignment of the related New Ported Mortgage Receivable. Any remaining principal
proceeds in respect of the relevant Portable Mortgage Receivable will be credited on
each Notes Calculation Date to the Issuer Collection Account and become part of the
Available Principal Funds. If the transfer of title to the Old Mortgaged Asset by the
Borrower and the subsequent acquisition of title to the New Mortgaged Asset by the
Borrower do not happen in the same Mortgage Calculation Period, the Issuer
Administrator on behalf of the Issuer will deposit the principal proceeds received by it
in relation to the prepayment of the Portable Mortgage Loan in the Sold Property
Portable Mortgage Account. The Issuer will apply the relevant funds deposited in the
Sold Property Portable Mortgage Account outside of the Redemption Priority of
Payments to purchase and accept assignment (if required in advance) of the New
Ported Mortgage Receivable if the related New Ported Mortgage Loan was granted
within six months after the deposit was made into the Sold Property Portable Mortgage
Account provided that the New Ported Mortgage Receivable is offered and originated
by the Seller through its agent, the Elan Servicer. If the related New Ported Mortgage
Loan has not been granted within six months after the deposit was made into the Sold
Property Portable Mortgage Account, such deposit will be credited on the immediately
succeeding Notes Calculation Date to the Issuer Collection Account and become part
of the Available Principal Funds.
Unsold Property Portability Option
For Portable Mortgage Receivables whereby the Unsold Property Portability Option is
exercised, the Borrower will be required to notify the Servicer of its intention to take
out a New Ported Mortgage Loan and produce a binding purchase agreement with
respect to the Old Mortgaged Asset that does contain an ultimate, non-extendable
transfer date with respect to such Old Mortgaged Asset. To the extent the purchase
agreement contains any resolutive conditions the estate agent representing the
Borrower needs to certify in writing that all of such resolutive conditions have ceased
to have effect for a Borrower to be eligible for a New Ported Mortgage Loan. The
acquisition of title to the New Mortgaged Asset by the Borrower and the transfer of
title to the Old Mortgaged Asset by the Borrower have to be executed within a period
of up to twelve months of each other. Therefore, the Borrower may have two Mortgage
Loans outstanding with the Seller, in each case secured against separate Mortgaged
Assets. If the Borrower has not transferred title to the Old Mortgaged Asset within
twelve months following acquisition of title to the New Mortgaged Asset by the
Borrower, the Portable Mortgage Loan will become subject to special servicing
procedures which may ultimately result in a forced sale of the Old Mortgaged Asset.
If the acquisition of title to the New Mortgaged Asset by the Borrower takes place
prior to the transfer of title to the Old Mortgaged Asset by the Borrower, the purchase
and assignment of the New Ported Mortgage Receivable will be funded by a drawing
under the Further Advance, Additional Loan Part and Unsold Property Portable
Mortgage Account and any subsequent prepayments relating to the old Portable
Mortgage Loan will be used as Available Principal Funds.
Principal amount of the New Ported Mortgage Loan exceeds the outstanding principal
balance of the related Portable Mortgage Loan
32
If the principal amount of such New Ported Mortgage Loan exceeds the outstanding
principal balance of the related Portable Mortgage Loan, irrespective of whether the
Borrower exercises the Sold Property Portability Option or the Unsold Property
Portability Option, the amount exceeding the outstanding principal balance will be
granted to the Borrower in the form of an additional loan part to the New Ported
Mortgage Loan (an Additional Loan Part). The characteristics of such Additional
Loan Part may be different from the characteristics of the other Loan Part(s) together
comprising the New Ported Mortgage Loan. As a consequence it is possible that (i) the
maturity date, (ii) the Mortgage Interest Rate, (iii) the Interest Reset Dates and (iv)
form of repayment applicable to the Additional Loan Part vary in comparison to the
other Loan Part(s) comprising the New Ported Mortgage Loan.
The purchase and assignment of Additional Loan Part Receivables resulting from an
Additional Loan Part will be funded by a drawing under the Further Advance,
Additional Loan Part and Unsold Property Portable Mortgage Account.
Port of a Mortgage Loan to a new Borrower
The Seller also offers to certain Borrowers the flexibility to port their existing
Mortgage Loan to the purchaser of the Mortgaged Asset. The Borrower is entitled to
request a transfer of the Mortgage Loan to such third party (doorgeefregeling) either
by transferring the rights and obligations of the Borrower under the Mortgage Loan by
way of contract transfer (contractsoverneming) or by transferring the obligations of the
Borrower with respect to the amount due under the Mortgage Loan to such third party
by means of a takeover of debt (schuldoverneming). The Seller has the discretion to
refuse such request or to attach conditions to its approval. The current policy of the
Seller is to refuse such requests and its agent, the Elan Servicer, acts in accordance
with this policy.
Early Repayment Charge
Upon a full or partial unscheduled prepayment in full or in part of a Mortgage Loan in

excess of the permitted prepayment of 10 per cent. per calendar year of the original
principal balance of the Mortgage Loan, the Borrower is required to pay an early
repayment charge, unless an exemption as set out in the prevailing Mortgage
Conditions (as summarised below) applies (an Early Repayment Charge). The
amount of the Early Repayment Charge payable by the Borrower is equal to the
present value of the interest rate spread between the Mortgage Interest Rate and the
market rate of interest prevailing at the time the Borrower notifies the Seller of its
intention to fully or partially prepay its Mortgage Loan calculated for the period
commencing on the prepayment date of such Mortgage Loan and ending on the
immediately succeeding Interest Reset Date relating to such Mortgage Loan.
The current Mortgage Conditions contain the following exemptions in which

circumstances no Early Repayment Charge is payable by the Borrower:
(i) The Mortgage Loan is fully or partially prepaid at the last day of the
applicable fixed rate interest period or if the Mortgage Loan bears a
floating interest rate;
(ii) The Mortgage Loan is partially prepaid with any remaining
33
Construction Deposit;
(iii) The Mortgage Loan is fully or partially prepaid with the amount of the
claim payable by the insurer under a buildings insurance in the event of
damage to the Mortgaged Asset;
(iv) The Mortgage Loan is fully or partially prepaid by surviving relatives

either by using the sum insured under the Borrower’s life insurance or
otherwise if the Borrower deceases;
(v) Title to the Mortgaged Asset is voluntary transferred to a third party (not
being the life partner of the Borrower) and the Borrower subsequently
moves houses;
(vi) The Mortgaged Asset has been fully destroyed; and
(vii) The market rate of interest is higher than the Mortgage Interest Rate.
These features of the Mortgage Loans are more particularly described in Section 6.2
(Description of Mortgage Loans).
34
1.7 Portfolio Documentation
Mortgage In accordance with the terms of the Mortgage Receivables Purchase Agreement, the
Receivables Issuer (i) will purchase and on the Closing Date accept the assignment of the Mortgage
Purchase Receivables together with, to the extent legally possible, the Beneficiary Rights
Agreement and relating thereto in respect of the Mortgage Loans selected to be part of the Pool as at
Purchase of the Cut-Off Date and (ii) will, subject to the Further Advance Receivables and
Mortgage Additional Loan Part Receivables Purchase Conditions (which includes the Issuer
Receivables: needing to have sufficient funds available on the Further Advance, Additional Loan
Part and Unsold Property Portable Mortgage Account to pay the relevant Initial
Purchase Price) or, if applicable, the New Ported Mortgage Receivables Purchase
Conditions, as the case may be, having been met, purchase and accept the assignment
of eligible Further Advance Receivables and New Ported Mortgage Receivables
(including any Additional Loan Part Receivables, if applicable) on certain later dates.
The Seller has the benefit of Beneficiary Rights which entitles the Seller to receive
final payment under the relevant Risk Insurance Policies in certain circumstances upon
the death of the insured, such payment to be applied towards redemption of the
Mortgage Receivables. Under the Mortgage Receivables Purchase Agreement, the
Seller will assign such Beneficiary Rights to the Issuer and the Issuer will accept such
assignment to the extent legally possible.
On the Closing Date, the Seller will transfer the legal title to the Mortgage Receivables
to the Issuer, by way of undisclosed assignment (stille cessie), by means of a private
deed of assignment which is registered on the Closing Date with the Dutch tax
authorities. See Section 6.3 (Origination and Servicing) below.
Purchase of The Mortgage Receivables Purchase Agreement provides that (i) the Seller will offer
Further Advance any Further Advance Receivable for sale to the Issuer on or before (x) the third to the
Receivables: last Business Day of the Mortgage Calculation Period in which the Further Advance is
granted or (y), in the event that the Further Advance is granted within the last three
Business Days of a Mortgage Calculation Period only, on or before the third to the last
Business Day of the immediately following Mortgage Calculation Period and (ii) the
Issuer shall use the balance available on the Further Advance, Additional Loan Part and
Unsold Property Portable Mortgage Account to purchase and accept assignment of any
Further Advance Receivables resulting from Further Advances granted by the Seller to
a Borrower on or before the last Business Day of the Mortgage Calculation Period in
which the Further Advance Receivables are offered to the Issuer provided that the
Further Advance Receivables and Additional Loan Part Receivables Purchase
Conditions have been satisfied.
The Initial Purchase Price payable by the Issuer in respect of the purchase and
assignment of any Further Advance Receivable shall be the Outstanding Principal
Amount of such Further Advance Receivable on the date of granting of the related
Further Advance.
Purchase of New The Mortgage Receivables Purchase Agreement provides that (i) the Seller will offer
Ported Mortgage any New Ported Mortgage Receivable including any Additional Loan Part Receivable,
Receivables: if applicable, for sale to the Issuer on or before (x) the third to the last Business Day of
the Mortgage Calculation Period in which the relating New Ported Mortgage Loan
including any Additional Loan Part, if applicable, has been disbursed to the Borrower
35
or (y), in the event that the New Ported Mortgage Loan including any Additional Loan
Part, if applicable, has been disbursed within the last three Business Days of a
Mortgage Calculation Period only, on or before the third to the last Business Day of the
immediately following Mortgage Calculation Period and (ii) the Issuer shall (a) apply
the principal proceeds received by the Collection Foundation for the benefit of the
Issuer in relation to the redemption of the related Portable Mortgage Loan in the
Collection Foundation Account to purchase and accept assignment of a New Ported
Mortgage Receivable if the transfer of title to the Old Mortgaged Asset by the
Borrower and the subsequent acquisition of title to the New Mortgaged Asset by the
Borrower happen within the same Mortgage Calculation Period, (b) apply the relevant
funds deposited in the Sold Property Portable Mortgage Account outside of the
Redemption Priority of Payments to purchase and accept assignment (if required in
advance) of a New Ported Mortgage Receivable if the related New Ported Mortgage
Loan was granted within six months after the deposit was made into the Sold Property
Portable Mortgage Account provided that the New Ported Mortgage Receivable is
offered and originated by the Seller through its agent, the Elan Servicer and (c) draw
under the Further Advance, Additional Loan Part and Unsold Property Portable
Mortgage Account to purchase and accept assignment of a New Ported Mortgage
Receivable if the acquisition of title to the New Mortgaged Asset by the Borrower
takes place prior to the transfer of title to the Old Mortgaged Asset by the Borrower or
if the principal amount of a New Ported Mortgage Loan exceeds the outstanding
principal balance of the related Portable Mortgage Loan, irrespective of whether the
Borrower exercises the Sold Property Portability Option or the Unsold Property
Portability Option. If the Sold Property Portability Option is exercised such drawing
will be limited to the positive difference between the principal amount of the New
Ported Mortgage Loan and the outstanding principal balance of the related Portable
Mortgage Loan.
The purchase of any New Ported Mortgage Receivable by the Issuer shall be subject to
the New Ported Mortgage Receivables Purchase Conditions (which includes that in the
event that a New Ported Mortgage Loan contains an Additional Loan Part, the Further
Advance Receivables and Additional Loan Part Receivables Purchase Conditions
applicable to the related Additional Loan Part Receivable are satisfied) being met.
The sale and assignment of such New Ported Mortgage Receivable (including any
Additional Loan Part Receivable, if applicable) shall be completed on or before the last
Business Day of the Mortgage Calculation Period in which the New Ported Mortgage
Receivable (including any Additional Loan Part Receivable, if applicable) is offered to
the Issuer.
The Initial Purchase Price payable by the Issuer in respect of the purchase and
assignment of any New Ported Mortgage Receivable (including any Additional Loan
Part Receivable, if applicable) shall be the Outstanding Principal Amount of such New
Ported Mortgage Receivable (including any Additional Loan Part Receivable, if
applicable) on the date of granting of the related New Ported Mortgage Loan (including
any Additional Loan Parts, if applicable).
(See Section 6.2 (Description of Mortgage Loans) for more details on the portability
feature).
Repurchase of Repurchase of individual Mortgage Receivables

Mortgage
36
Receivables:
The Seller has undertaken to repurchase and accept re-assignment of a Mortgage
Receivable including all rights relating to separate Loan Parts and the Beneficiary
Rights relating thereto, in whole but not in part and the Issuer has undertaken to sell
and assign to the Seller such Mortgage Receivable in accordance with the Mortgage
Receivables Purchase Agreement (x) on or before the last Business Day of the
Mortgage Calculation Period in which (i) the Seller has offered for sale to the Issuer a
Further Advance Receivable or New Ported Mortgage Receivable (including any
Additional Loan Part Receivable, if applicable) or (ii) an amendment of the terms of a
Mortgage Loan is agreed or (y) if the amendment of the terms of a Mortgage Loan is
agreed within the last three Business Days of a Mortgage Calculation Period only, the
third to the last Business Day of the immediately following Mortgage Calculation
Period:
(i) if on the date on which the Seller offers to sell to the Issuer any Further
Advance Receivable related to such Mortgage Receivable, the Further
Advance Receivables and Additional Loan Part Receivables Purchase
Conditions are not satisfied in full;
(ii) if on the date on which the Seller offers to sell to the Issuer any New
Ported Mortgage Receivable (including any Additional Loan Part
Receivable, if applicable) related to such Mortgage Receivable, the New
Ported Mortgage Receivables Purchase Conditions (which includes that
if the relevant New Ported Mortgage Loan contains an Additional Loan
Part, with respect to the related Additional Loan Part Receivables, the
Further Advance and Additional Loan Part Receivables Purchase
Conditions are met) are not satisfied in full; or
(iii) if the Seller agrees with a Borrower to an amendment of the terms of a

Mortgage Loan, or part of such Mortgage Loan related to such Mortgage
Receivable and the Mortgage Loan subsequently fails to satisfy the
Mortgage Loan Criteria or such amendment materially adversely
changes the position of the Issuer or the Security Trustee (A) vis-à-vis
the relevant Borrower or (B) under the transaction as envisaged in the
Mortgage Receivables Purchase Agreement, provided that if such
amendment is made (x) as part of the foreclosure procedures to be
complied with upon a default by the Borrower under the relevant
Mortgage Loan or is otherwise made as part of a restructuring or
renegotiation of the Mortgage Loan due to a deterioration of the credit
quality of the Borrower of such Mortgage Loan or (y) in order to comply
with any applicable law, the Seller shall not be required to repurchase
and accept re-assignment of the relevant Mortgage Receivable.
The purchase price for the Mortgage Receivable in each such event will be equal to the
sum of the Outstanding Principal Amount of the relevant Mortgage Receivable on the
first Business Day of the Mortgage Collection Period in which the Mortgage
Receivables are repurchased and reasonable costs (including any costs incurred by the
Issuer in effecting and completing such sale and assignment).
Repurchase of Mortgage Receivables in the event of a Composition Covenant Event
The Seller has undertaken to repurchase and accept re-assignment of all Further
37
Advance Receivables and New Ported Mortgage Receivables (including any
Additional Loan Part Receivables, if applicable) including all rights relating to separate
Loan Parts and accept re-assignment of the Beneficiary Rights relating thereto sold and
assigned to the Issuer in the immediately preceding Mortgage Calculation Period, in
whole but not in part and the Issuer has undertaken to sell and assign to the Seller such
Further Advance Receivables and/or New Ported Mortgage Receivables (including any
Additional Loan Part Receivables, if applicable), as the case may be, in accordance
with the Mortgage Receivables Purchase Agreement on the fourteenth Business Day of
the relevant Mortgage Calculation Period if a Composition Covenant Event has
occurred and was continuing as determined on the fifth Business Day of the Mortgage
Collection Period immediately following the Mortgage Calculation Period in which the
Issuer has purchased any Further Advance Receivables and/or New Ported Mortgage
Receivables (including any Additional Loan Part Receivables, if applicable) due to
such purchase of Further Advance Receivables and/or New Ported Mortgage
Receivables (including any Additional Loan Part Receivables, if applicable).
Each of the Secured Creditors (other than the Seller) and the Issuer has agreed that it
will not take any action to wind up the Seller or initiate similar proceedings. This may
affect the ability of the Issuer to exercise effectively certain rights under the Mortgage
Receivables Purchase Agreement. The Elan Lender is under no obligation to put the
Seller in funds for the purposes of funding a repurchase or otherwise. Therefore, in the
event that the Seller is required to repurchase Mortgage Receivables pursuant to the
Mortgage Receivables Purchase Agreement, the Seller may have no or limited funds
available to it to effect a repurchase of the relevant Mortgage Loan or a payment in lieu
of such repurchase as a result of which the Seller might not be able to repurchase such
Mortgage Receivables, which may have an adverse effect on the Issuer's ability to
make payments on the Notes.
Breach of As a consequence of the Elan Servicer’s role with respect to the origination of
Mortgage Loan mortgage loans on behalf of the Seller (including, the Mortgage Loans from which the
Criteria and Mortgage Receivables result), the Seller shall not be liable against the Issuer for any
representations breach of Mortgage Loan Criteria (including, but not limited to, any Key
and warranties: Representation) or other representation and warranty made in respect of any Mortgage
Receivable, but the Elan Servicer will – subject to certain limitations – be liable for any
claim made by the Issuer or the Security Trustee as a result of a breach of any
Mortgage Loan Criteria (including, but not limited to, any Key Representation) or of
any other representations or warranties made in respect of any Mortgage Receivable,
unless the Seller has decided to repurchase the affected Mortgage Receivables pursuant
to its discretionary repurchase right as further described in Section 7.1 (Purchase,
Repurchase and Sale). The liability of the Elan Servicer is limited as follows:
The Quion Parties have capped their aggregate liability which can be incurred towards
each of the Issuer, the Seller, the Elan Lender (or any of its affiliates or nominees) and
each Elan Issuer taken as a whole. Other than in the case of gross negligence, fraud or
wilful misconduct of any of the Quion Parties, the liability of the Quion Parties to pay
the Compensation Payments is subject to a limit of (i) EUR 1,000,000 per claim for
each Quion Party and (ii) an aggregate amount of EUR 5,000,000 per calendar year for
the Quion Parties, jointly. The liability caps may be restated as a higher amount upon
written notification by the Quion Parties to the Issuer.
The Quion Parties’ liability is also subject to a first loss amount, except in the case of
fraud, wilful misconduct or gross negligence, which shall be deducted from the
38
aggregate amount for which the Quion Parties are liable to the Issuer, the Seller, the
Elan Lender (or any of its affiliates or nominees) or any relevant Elan Issuer in each
calendar year.
Neither the Seller nor the Elan Servicer is liable for any breach of Mortgage Loan
Criteria or other representation and warranty made in respect of any Mortgage
Receivable caused by a failure of a civil law notary to validly vest a mortgage. For any
such failure, the Elan Servicer will claim (i) remedy or (ii) if no remedy is possible,
damages from such civil law notary on behalf of the Issuer. See further risk factor
Liability of Quion Parties to pay Compensation Payments is limited in Section 2 (Risk
Factors) and Section 7.1 (Purchase, Repurchase and Sale) for further information.
Exercise of Pursuant to the Mortgage Receivables Purchase Agreement, the Issuer has the
Portfolio Call obligation to sell all Mortgage Receivables and all Beneficiary Rights relating thereto if
Option / Tax Call the Portfolio Call Option is exercised by the Majority RS Noteholder (in accordance
Option / Risk with Condition 6(d) (Portfolio Call Option)).
Retention
Regulatory The Redemption Purchase Price payable by the Majority RS Noteholder on or before
Change Call the relevant Optional Redemption Date will be the higher of the Redemption Base
Option and the Price and the Redemption Mortgage Receivables Current Value Purchase Price.
related sale of
Mortgage Pursuant to the Mortgage Receivables Purchase Agreement, the Issuer has the
Receivables: obligation to sell all Mortgage Receivables and all Beneficiary Rights relating thereto if
the Risk Retention Regulatory Change Call Option is exercised by the Retention
Holder or the Seller, as the case may be (in accordance with Condition 6(f) (Risk
Retention Regulatory Change Call Option)).
The Risk Retention Regulatory Change Purchase Price payable by the Retention
Holder or the Seller, as the case may be, on or before the relevant Notes Payment Date
will be the higher of the Risk Retention Regulatory Change Base Price and the Risk
Retention Regulatory Change Mortgage Receivables Current Value Purchase Price.
Pursuant to the Trust Deed, the Issuer has the right to sell all Mortgage Receivables if
the Tax Call Option is exercised by it (in accordance with Condition 6(g)), provided
that the Issuer shall apply the proceeds of such sale to redeem the Notes. The purchase
price to be received by the Issuer in the event of a sale by the Issuer upon exercise of
the Tax Call Option must be at least equal to the Tax Call Option Minimum Required
Purchase Price.
Servicing Under the Servicing Agreement, (i) the Servicer will agree to provide mortgage
Agreement: payment administration and the other services as agreed in the Servicing Agreement in
relation to the Mortgage Loans on a day-to-day basis, including, without limitation, the
collection of payments of principal, interest and all other amounts in respect of the
Mortgage Receivables and (ii) the Servicer will agree to implement arrears procedures
including, if applicable, the enforcement of mortgages (see further Section 7.4
(Servicing Agreement)).
Portfolio Under the Portfolio Management Agreement between the Issuer, the Security Trustee
Management and the Portfolio Manager, the Portfolio Manager will agree to provide certain
Agreement: portfolio management services to the Issuer on a day-to-day basis, including without
limitation, resetting of interest rates in relation to the Mortgage Loans and ongoing
credit management services in respect of the Mortgage Receivables (see further Section
39
3.7 (Portfolio Manager)).
40
1.8 General
Management Each of the Issuer, the Security Trustee and the Shareholder have entered into a
Agreements: Management Agreement with the relevant Director, under which the relevant Director
will undertake to act as director of the Issuer, the Security Trustee and the Shareholder,
and to perform certain services in connection therewith.
41
2. RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. In addition, factors which are material
for the purpose of assessing the market risk associated with the Notes are also described below. The Issuer
believes that the factors described below represent the material risks inherent in investing in the Notes, but
the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may
occur for other reasons not known to the Issuer. The Issuer, the Arranger and the Joint Lead Managers make
no representation that the statements below regarding the risks of investing in any Notes are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and
reach their own views prior to making any investment decision.
RISK FACTORS REGARDING THE ISSUER
The obligations under the Notes will be solely the obligations of the Issuer
The obligations under the Notes will be solely the obligations of the Issuer. The Notes will not create
obligations for, be the responsibility of, or be guaranteed by, any other entity or person, in whatever capacity
acting, including, without limitation, the Seller, the Swap Counterparty, the Portfolio Manager, the Servicer,
the Elan Lender, the Retention Holder, the Elan Servicer, the Issuer Administrator, the Directors, the Paying
Agent, the Reference Agent, the Joint Lead Managers, the Arranger, the Issuer Account Bank, the Swap
Collateral Custodian and the Security Trustee, in whatever capacity acting. Furthermore, none of the Seller,
the Swap Counterparty, the Servicer, the Elan Lender, the Retention Holder, the Elan Servicer, the Issuer
Administrator, the Directors, the Paying Agent, the Reference Agent, the Arranger, the Joint Lead Managers,
the Issuer Account Bank, the Swap Collateral Custodian and the Security Trustee, nor any other person in
whatever capacity acting, will accept any liability whatsoever to Noteholders in respect of any failure by the
Issuer to pay any amounts due under the Notes.
None of the Seller, the Swap Counterparty, the Portfolio Manager, the Servicer, the Elan Lender, the
Retention Holder, the Elan Servicer, the Issuer Administrator, the Directors, the Paying Agent, the Reference
Agent, the Joint Lead Managers, the Arranger, the Issuer Account Bank, the Swap Collateral Custodian and
the Security Trustee will be under any obligation whatsoever to provide additional funds to the Issuer (save
in the limited circumstances where such additional funds are required to be provided pursuant to the
Transaction Documents, such as the payments due under the Swap Agreement by the Swap Counterparty).
The Issuer has limited resources available to meet its obligations
The ability of the Issuer to meet its obligations in full to pay principal and interest, if any, on the Notes will
be dependent solely on (a) its receipt of funds under the Mortgage Receivables and the Beneficiary Rights
relating thereto, (b) the proceeds of any sale of Mortgage Receivables, (c) receipt of amounts under the Swap
Agreement, (d) drawings under the Reserve Account and (e) its receipt of interest in respect of the balance
standing to the credit of the Issuer Accounts. The Issuer does not have any other resources or liquidity
support features available to it to meet its obligations under the Notes. See Section 5 (Credit Structure)
below.
Consequently, the Issuer may be unable to recover fully (and/or in a timely manner) the funds necessary to
fulfil its payment obligations under the Notes. If such funds are insufficient, any such insufficiency will be
borne by the Noteholders and the other Secured Creditors, subject to the applicable Priority of Payments.
42
Different capacities of Quion Parties and liability of Quion Parties to pay Compensation Payments is
limited
Quion acts in different capacities under the Transaction Documents, including as Servicer, Elan Servicer and
Collection Foundation Administrator. Quion in acting in such capacities in connection with such transactions
shall have only the duties and obligations expressly agreed to by it in its relevant capacity and shall not, by
virtue of its acting in any other capacity, be deemed to have other duties or obligations or be deemed to hold
a standard of care other than as expressly provided with respect to each such capacity.
Noteholders should therefore be aware that a conflict of interests could arise between the various roles of
Quion and that Quion has no implicit or explicit obligation or duty to act in the best interests of the
Noteholders when performing its various functions.
The Issuer has been advised that, as a matter of Dutch law, a party is not capable of contracting with itself.
However, this general principle does not apply where such party (like Quion) is acting with other parties
(such as the Security Trustee and the Issuer).
Quion Services B.V. and Quion Groep B.V. (together, the Quion Parties) have undertaken to perform
certain services on behalf of each of the Seller and/or the Issuer, perform similar services for another Elan
Issuer and are expected to perform similar services for future Elan Issuers. The Quion Parties will
accordingly be liable with respect to the performance of their services on behalf of each of the Issuer, the
Seller and any relevant Elan Issuer and also with respect to the breach of certain representations and
warranties relating to mortgage loans originated by the Seller (whether or not those mortgage loans have
been securitised).
The Quion Parties have capped their aggregate liability which can be incurred towards each of the Issuer, the
Seller the Elan Lender (or any of its affiliates or nominees) and each Elan Issuer taken as a whole. Other than
in case of gross negligence, fraud or wilful misconduct of any of the Quion Parties, the liability of the Quion
Parties to pay the Compensation Payments is subject to a limit of (i) EUR 1,000,000 per claim for each
Quion Party and (ii) an aggregate amount of EUR 5,000,000 per calendar year for the Quion Parties, jointly.
The liability caps may be restated as a higher amount upon written notification by the Quion Parties to the
Issuer.
The above liability limits apply (A) to any and all claims made by the Seller, the Issuer, the Elan Lender (or
any of its affiliates or nominees) and any relevant Elan Issuer against either Quion Party (other than in case
of gross negligence, fraud or wilful misconduct of such Quion Party) and (B) to all liability which the Quion
Parties may have towards the Issuer, the Seller, the Elan Lender (or any of its affiliates or nominees) or any
Elan Issuer in respect of the performance of their services to those parties, including without limitation their
services in connection with the origination, administration and servicing of mortgage loans and admitted
institution services (in the case of Quion Groep B.V.).
All Compensation Payments relating to the claims of the relevant parties referred to above will be paid by
the Quion Parties and credited to the Compensation Ledger of the Collection Foundation Account for
distribution at the end of each calendar year, but the amount standing to the credit of the Compensation
Ledger in any year will never exceed EUR 5,000,000.
The Quion Parties’ liability is also subject to a first loss amount in each calendar year, except in the case of
fraud, wilful misconduct or gross negligence, which shall be deducted from the aggregate amount for which
the Quion Parties are liable to the Issuer, the Seller, the Elan Lender (or any of its affiliates or nominees) and
any other relevant Elan Issuer in that calendar year. The amount of the first loss is calculated by reference to
the aggregate principal amount outstanding of the aggregate portfolio of mortgage loans originated by the
Seller whether owned by the Issuer, the Seller or any other Elan Issuer, on the last day of the relevant
43
calendar year and shall be charged as follows:
Aggregate principal amount outstanding of the Aggregate amount of first loss per calendar year:
portfolio:
€0 – 100 million €30,000
€100 – 200 million €60,000
€200 – 300 million €90,000
€300 – 400 million €120,000
€400 – 500 million €150,000
€500 million or more €150,000 plus €30,000 per €100 million

portfolio exceeding €500 million.
Neither the Seller nor the Elan Servicer is liable for any breach of Mortgage Loan Criteria or other
representation and warranty made in respect of any Mortgage Receivable caused by a failure of a civil law
notary to validly vest a mortgage. For any such failure, the Elan Servicer will claim (i) remedy or (ii) if no
remedy is possible, damages from such civil law notary on behalf of the Issuer.
Consequently, the Issuer may be unable to recover fully (and/or in a timely manner) the funds necessary to
fulfil its payment obligations under the Notes. If such funds are insufficient, the shortfall will be debited to
the Principal Deficiency Ledger and as such will be borne by the Noteholders and the other Secured
Creditors, subject to the applicable Priority of Payments (see further Section 7.1 (Purchase, Repurchase and
Sale).
The Issuer has counterparty risk exposure
Counterparties of the Issuer may not perform their obligations under the Transaction Documents, which may
result in the Issuer not being able to meet its obligations under the Notes, including any payments on the
Notes.
Risk that the ratings of the counterparties change
Certain counterparties of the Issuer are required to have a certain minimum rating pursuant to the
Transaction Documents and if the rating of such counterparty falls below such rating, remedial actions are
required to be taken, which may, for example, entail posting of collateral and/or the replacement of such
counterparty. If a replacement counterparty must be appointed or another remedial action must be taken, it
cannot be certain that a replacement counterparty will be found which complies with the criteria or is willing
to perform such role, or that such remedial action will be available. In addition, such replacement or action
when taken, may lead to higher costs and expenses, as a result of which the Issuer may have insufficient
funds to pay its liabilities in full. Moreover, a deterioration of the credit quality of any of the Issuer’s
counterparties, a downgrade of any of their credit ratings and/or a failure to take remedial actions could have
an adverse effect on the credit rating assigned to, and/or the value of, the Notes.
Effectiveness of the rights of pledge to the Security Trustee in case of insolvency of the Issuer
Under and pursuant to the Pledge Agreements, various rights of pledge will be granted by the Issuer to the
Security Trustee. On the basis of these pledges the Security Trustee can exercise the rights afforded by Dutch
44
law to pledgees notwithstanding any bankruptcy of, or suspension of payments by, the Issuer. The Issuer is a
special purpose vehicle and is therefore unlikely to become insolvent. However, any bankruptcy or
suspension of payments involving the Issuer would affect the position of the Security Trustee as pledgee in
some respects, the most important of which are: (i) payments made by the Borrowers to the Issuer after
notification of the assignment to the Issuer, but prior to notification of the pledge to the Security Trustee, and
after the bankruptcy of, or suspension of payments by, the Issuer, will form part of the bankruptcy estate of
the Issuer, although the Security Trustee shall have the right to recover such amounts by preference after
deduction of certain costs, (ii) a mandatory ‘cool-off’ period of up to four months may apply in case of
bankruptcy or suspension of payments involving the Issuer, which, if applicable, would delay the exercise
(uitwinnen) of the right of pledge on the Mortgage Receivables and (iii) the Security Trustee may be obliged
to enforce its right of pledge within a reasonable period following bankruptcy as determined by the judge-
commissioner (rechter-commissaris) appointed by the court in case of bankruptcy of the Issuer.
To the extent the receivables pledged by the Issuer to the Security Trustee are future receivables, the right of
pledge on such future receivables cannot be invoked against the estate of the Issuer, if such future
receivables come into existence after the Issuer has been declared bankrupt or has been granted a suspension
of payments. The assets pledged to the Security Trustee under the Issuer Rights Pledge Agreement should
probably be regarded as future receivables. This would for example apply to amounts paid to the Issuer
Transaction Accounts following the Issuer’s bankruptcy or suspension of payments.
In view of the foregoing, the effectiveness of the rights of pledge to the Security Trustee may be limited in
case of insolvency of the Issuer.
In addition thereto, it is noted that pursuant to the Swap Collateral Custodian Agreement a first ranking
security interest will be created over the Swap Collateral Accounts in favour of depositories of the Swap
Collateral Custodian Bank if prescribed by any applicable law. This might have a negative impact on the
ability of the Issuer to perform its obligations in respect of the Notes.
Risks related to the creation of pledges on the basis of the Parallel Debt
Under Dutch law it is uncertain whether a security right can be validly created in favour of a party which is
not the creditor of the claim which the security right purports to secure. Consequently, in order to secure the
valid creation of the pledges under the Pledge Agreements in favour of the Security Trustee, the Issuer has,
in the Parallel Debt Agreement, as a separate and independent obligation, by way of parallel debt,
undertaken to pay to the Security Trustee amounts equal to the amounts due by it to the Secured Creditors.
There is no statutory law or case law available on the concept of parallel debts such as the Parallel Debt, or
on the question of whether a parallel debt constitutes a valid basis for the creation of security rights, such as
rights of pledge (see also Section 4.7 (Security)). However, the Issuer holds the view that a parallel debt,
such as the Parallel Debt, creates thereunder a claim in favour of the Security Trustee which can be validly
secured by rights of pledge such as the rights of pledge created by the Pledge Agreements and the Deed of
Assignment and Pledge.
Any payments in respect of the Parallel Debt and any proceeds received by the Security Trustee shall not be,
in the case of an insolvency of the Security Trustee, separated from the Security Trustee’s estate. The
Secured Creditors therefore incur a credit risk on the Security Trustee, which could lead to losses under the
Notes.
Fixed charges may take effect under English law as floating charges over the Swap Collateral
Accounts
The law in England and Wales relating to the characterisation of fixed charges is unsettled. The fixed
charges purported to be granted by the Issuer (other than by way of assignment or assignation in security)
45
may take effect under English law as floating charges only, if, for example, it is determined that the Security
Trustee does not exert sufficient control over the Swap Collateral Accounts. If the charges take effect as
floating charges instead of fixed charges, then, as a matter of law, certain claims would have priority over the
claims of the Security Trustee in respect of the floating charge assets.
The interest of the Secured Creditors in property and assets over which there is a floating charge will rank
behind the expenses of any administration or liquidator and the claims of certain preferential creditors on
enforcement of the Security. Section 250 of the Enterprise Act 2002 abolishes Crown Preference in relation
to all insolvencies (and thus reduces the categories of preferential debts that are to be paid in priority to debts
due to the holder of a floating charge) but Section 176A of the Insolvency Act 1986 requires a "prescribed
part" (up to a maximum amount of £600,000) of the floating charge realisations available for distribution to
be set aside to satisfy the claims of unsecured creditors. This means that the expenses of any administration,
the claims of preferential creditors and the beneficiaries of the prescribed part will be paid out of the
proceeds of enforcement of the floating charge ahead of amounts due to the Swap Counterparty or the
Secured Creditors, as the case may be. The prescribed part will not be relevant to property subject to a valid
fixed security interest or to a situation in which there are no unsecured creditors.
Risks related to licence requirement under the Wft
Under the Wft a special purpose vehicle which services (beheert) and administers (uitvoert) loans granted to
consumers, such as the Issuer, must have a licence under the Wft. An exemption from the licence
requirement is available if the special purpose vehicle outsources the servicing of the loans and the
administration thereof to an entity holding a licence under the Wft. The Issuer has outsourced the servicing
and administration of the Mortgage Receivables to the Servicer. The Servicer holds a licence as offeror of
credit (aanbieder van krediet) and intermediary (bemiddelaar) under the Wft and the Issuer thus benefits
from the exemption. If the Servicing Agreement is terminated, the Issuer will need to outsource the servicing
and administration of the Mortgage Receivables to another licensed entity or, alternatively, will need to
apply for and hold a licence itself. In the latter case, the Issuer will have to comply with the applicable
requirements under the Wft. In the event that the Servicing Agreement is terminated and the Issuer has not
outsourced the servicing and administration of the Mortgage Receivables to a licensed entity and,
additionally, does not hold a licence itself, the Issuer will have to terminate its activities and may have to sell
the Mortgage Receivables, which could lead to losses under the Notes.
In addition thereto it is noted that if the Elan Portfolio Manager would no longer hold a licence as
intermediary (bemiddelaar) under the Wft and the appointment of the Elan Portfolio Manager is
subsequently terminated, the Seller will have to appoint a replacement portfolio manager to set and reset
interest rates on its behalf, which can potentially disrupt the interest rate resetting procedures of the Issuer,
which could ultimately lead to losses under the Notes.
Finally, the Seller benefits from an umbrella licence of Quion to grant mortgage loans in the Netherlands
pursuant to article 2:105 Wft. Should Quion’s licence be withdrawn, the Seller would no longer be
authorised to grant mortgage loans and would need to obtain a licence itself (or seek a third party to enter
into a similar arrangement as it currently has with Quion). There can be no assurance that the Seller will
succeed or in which time frame it will succeed in obtaining the relevant authorisation. Any delays in
obtaining the authorisation would have the result that the Seller may not grant mortgage loans to borrowers
which may result in higher rate of prepayments than originally expected and this may affect the weighted
average life of the Notes.
Risk related to the Swap Agreement
On the Signing Date, the Issuer will enter into the Swap Agreement with the Swap Counterparty and the
Security Trustee to hedge the risk of a mismatch between the rates of interest to be received by the Issuer on
46
the Fixed Rate Mortgage Receivables and the rate of interest payable by the Issuer on the Floating Rate
Notes. The Issuer’s income from the Fixed Rate Mortgage Receivables will be based on fixed rates of
interest, and will not directly match (and may in certain circumstances be less than) the amount it is obliged
to pay in respect of the floating rate of interest due under the Floating Rate Notes. Accordingly, the Issuer
will depend upon payments made by the Swap Counterparty to assist it in making interest payments on the
Floating Rate Notes on each Notes Payment Date on which a net payment is due from the Swap
Counterparty to the Issuer under the Swap Agreement.
The rate of interest payable by the Issuer under the Swap Agreement will be the weighted average of the
Mortgage Receivable Swap Rates in respect of each Fixed Rate Mortgage Receivable (which includes each
Further Advance Receivable and each New Ported Mortgage Receivable). Although the Seller and the
Portfolio Manager will have regard to the Mortgage Receivable Swap Rates in respect of any proposed reset
of any fixed rate applicable to any Fixed Rate Mortgage Receivable (or part thereof), any Proposed Interest
Rate shall always be set subject to, and in accordance with, the applicable Interest Rate Policy and applicable
laws, including, without limitation, principles of reasonableness and fairness, competition laws and the
Mortgage Conditions. If the weighted average of the Mortgage Interest Rates at any time is lower than the
Swap Fixed Rate at such time, the Available Revenue Funds at item (d) of the Revenue Priority of Payments
may be insufficient to make the required payments under the Swap Agreement and, as a result, a Swap Event
of Default may occur in relation to the Issuer.
Should the Swap Counterparty fail to make any payment under the Swap Agreement, the Available Revenue
Funds may be insufficient to make the required payments of interest on the Floating Rate Notes (and the
required payments ranking higher in the Revenue Priority of Payments than the interest on the Floating Rate
Notes) if the rate of interest received by the Issuer on the Mortgage Receivables is lower than the rate of
interest payable by it on the Floating Rate Notes. In these circumstances, the holders of the Floating Rate
Notes may experience delays and/or reductions in the interest payments they are due to receive.
The Swap Notional Amount is determined on the Swap Notional Observation Date prior to the next
succeeding Notes Calculation Period. As the principal balance of the Fixed Rate Mortgage Receivables
during such Notes Calculation Period will amortise, a lower amount may be available to the Noteholders
after any Net Swap Payment has been made by the Issuer under the Swap Agreement than if the Swap
Notional Amount had exactly mirrored the amortisation of the Fixed Rate Mortgage Receivables during such
Notes Calculation Period.
The floating rates on Floating Rate Mortgage Receivables are set on as per the first day of the calendar
quarter on the basis of the 3 months Euribor rate at such time. The floating rates on the Floating Rate Notes
are set as per two Business Days preceding the first day of each Interest Period on the basis of the 3 months
Euribor rate at such time. Although the rates for each of the Floating Rate Mortgage Receivables and the
Floating Rate Notes are determined by reference to the same reference rate, which is the three month Euribor
rate, there is a risk that because each of those rates is set by reference to a different determination date as
described above, the rate on the Floating Rate Mortgage Receivables may be lower on the date it is set than
the rate set in respect of the Floating Rate Notes on another date. If this were to occur, the mismatch between
the two rates may make it more difficult for the Issuer to satisfy all of its ongoing obligations under the
Floating Rate Notes and/or reduce the rate of return under the Class RS Notes.
If the Swap Counterparty Floating Amount in respect of any Swap Payment Date is a negative amount (i.e.
because Euribor for three month deposits is negative), the Issuer will be required to pay an amount equal to
the absolute value of such Swap Counterparty Floating Amount to the Swap Counterparty. The Issuer will
make such a payment by using the Available Revenue Funds at item (d) of the Revenue Priority of Payments
and, if EURIBOR is more negative than the positive margin on the relevant class of Notes, the Issuer will not
be compensated by a corresponding reduction in payments of interest to Noteholders of Floating Rate Notes
or by payment from the Noteholders. If the Issuer is required to pay an amount equal to the absolute value of
47
such Swap Counterparty Floating Amount to the Swap Counterparty, the Available Revenue Funds at item
(d) of the Revenue Priority of Payments may be insufficient to make the required payments under the Swap
Agreement and, as a result, a Swap Event of Default may occur in relation to the Issuer. The Swap
Counterparty is obliged to make payments under the Swap Agreement without any withholding or deduction
of taxes unless required by law. If any such withholding or deduction is required by law, the Swap
Counterparty will be required to pay such additional amount as is necessary to ensure that the net amount
actually received by the Issuer will equal the full amount that the Issuer would have received had no such
withholding or deduction been required. The Swap Agreement will provide, however, that upon the
occurrence of a Tax Event, the Swap Counterparty may transfer its rights and obligations to another of its
offices, branches or affiliates to avoid the relevant Tax Event. If the Swap Counterparty is unable to transfer
its rights and obligations under the Swap Agreement to another office, branch or affiliate, it will have the
right to terminate the Swap Agreement. If the transaction under the Swap Agreement is terminated, the
Issuer may as a result be unable to meet its obligations under the Notes in full, with the result that the
Noteholders may not receive all of the payments due to them in respect of the Notes. If the Issuer is required
by law to make a withholding or deduction from any payment to be made to the Swap Counterparty under
the Swap Agreement, the Issuer will not be obliged to pay any additional amounts to the Swap Counterparty
in respect of the amounts so required to be withheld or deducted.
In the event that the Swap Counterparty is downgraded below the required ratings (as set out in the Swap
Agreement), the Issuer may terminate the Swap Agreement if the Swap Counterparty fails, within a set
period of time, to take certain actions intended to mitigate the effects of such downgrade. Such actions may
include the Swap Counterparty collateralising its obligations under the Swap Agreement, transferring its
obligations to a replacement swap counterparty having at least the required ratings or procuring that an entity
with at least the required ratings becomes a co-obligor with, or guarantor of, the Swap Counterparty.
However, in the event the Swap Counterparty is downgraded there can be no assurance that a co-obligor,
guarantor or replacement swap counterparty will be found or that the amount of collateral provided will be
sufficient to meet the Swap Counterparty’s obligations.
The Swap Agreement may also be terminated if a Swap Event of Default or a Swap Termination Event
(including a Swap Additional Termination Event) occurs. Swap Events of Default under the Swap
Agreement in relation to the Issuer will be limited to (a) non-payment under the Swap Agreement, (b) certain
insolvency events in respect of the Issuer and (c) Merger Without Assumption (as defined therein), whereas
all Swap Events of Default under the Swap Agreement other than Credit Support Default (as defined
therein), shall apply in relation to the Swap Counterparty, including non-payment under the Swap
Agreement, and insolvency in respect of the Swap Counterparty. Swap Additional Termination Events in
relation to the Issuer include (i) amendments to either the Revenue Priority of Payments or the Post-
Enforcement and Call Option Exercise Priority of Payments, (ii) amendments to the Transaction Documents
which would have a material adverse impact on the amount, timing or priority of payments due to be made
by or to the Swap Counterparty, (iii) the sale or assignment of one or more of the Mortgage Receivables
(other than as provided for in the Conditions or the Transaction Documents), (iv) amendments to the
redemption rights in respect of the Notes, (v) notice having been given of the redemption of the Notes in full,
and (vi) service of an Enforcement Notice on the Issuer.
In the event of the insolvency of the Swap Counterparty, the Issuer will be treated as a general creditor of the
Swap Counterparty and is consequently subject to the credit risk of the Swap Counterparty. To mitigate this
risk, under the terms of the Swap Agreement, the Swap Counterparty is obliged to post collateral or
implement an alternative remedy in accordance with the terms of the Swap Agreement in the event that the
relevant required ratings of the Swap Counterparty are below certain levels while the Swap Agreement is
continuing. However, no assurance can be given that sufficient collateral will be available to the Swap
Counterparty such that it is able to post collateral in accordance with the requirements of the Swap
Agreement.
48
If the Swap Agreement terminates the Issuer may be obliged to pay a termination payment to the Swap
Counterparty and will be exposed to changes in the relevant rates of interest. The amount of the termination
payment will be based on the cost of entering into a replacement swap agreement on terms equivalent to the
Swap Agreement. Any such termination payment could be substantial. There can be no assurance that the
Issuer will have sufficient funds available to make any termination payment due under the Swap Agreement.
In addition, if such a payment is due to the Swap Counterparty (other than where it constitutes a Swap
Counterparty Subordinated Payment) it will rank in priority to payments due from the Issuer under the Notes
under the applicable Priority of Payments, and could affect the availability of sufficient funds of the Issuer to
make payments of amounts due from it under the Notes in full. In the event that any of the above parties
were to fail to perform their obligations under the respective agreements to which they are a party, investors
may be adversely affected.
Notwithstanding that any termination payment will be based on the cost of entering into a notional
replacement swap agreement and will rank in priority to payments due from the Issuer under the Notes as
discussed above, such termination payment may be insufficient for the Issuer to buy a replacement swap. If
the Swap Agreement terminates, the Issuer may be owed a termination payment from the Swap Counterparty
which it will use to buy a replacement swap. The termination payment amount will be based on certain
assumptions on the underlying Mortgage Receivables as further described in Section 5.2 (Hedging). There
can be no assurance that such termination payment will be sufficient or that the Issuer will otherwise have
sufficient funds available to cover the cost of a replacement swap. If a replacement swap agreement is
entered into, this may be on terms less favourable to the Issuer and therefore may mean that reduced amounts
are available for distribution by the Issuer to the Secured Creditors (including, amongst others, the
Noteholders). The Issuer may not be able to enter into a replacement swap agreement with a replacement
swap counterparty immediately or at a later date. If the Issuer has insufficient funds to enter into a
replacement swap for any period of time or a replacement swap counterparty cannot be found, the risk of a
difference between the rate of interest to be received by the Issuer on the Mortgage Receivables and the rate
of interest payable by the Issuer on the Floating Rate Notes will not be hedged, and as a result, the Available
Revenue Funds may be insufficient to make the required payments of interest on the Floating Rate Notes
(and the required payments ranking higher in the Revenue Priority of Payments than the interest on the
Floating Rate Notes) if the rate of interest received by the Issuer on the Mortgage Receivables is
substantially lower than the rate of interest payable by it on the Floating Rate Notes. In these circumstances,
the holders of Notes may experience delays and/or reductions in the interest payments to be received by
them. In addition, a failure to enter into a replacement swap agreement may result in the reduction,
qualification or withdrawal of the then current ratings of the Notes by the Credit Rating Agencies.
Costs in relation to replacement of Swap Collateral Custodian Agreement
The Swap Collateral Custodian Agreement includes certain provisions governing the termination of the
appointment of the Swap Collateral Custodian, including that the Swap Collateral Custodian will only be
obliged to bear limited costs incurred by the Issuer in connection with the termination of the Swap Collateral
Custodian Agreement and the replacement of the Swap Collateral Custodian. This might ultimately have a
negative impact on the ability of the Issuer to perform its obligations in respect of the Notes.
Insolvency proceedings and subordination provisions
There is uncertainty as to the validity and/or enforceability of a provision which (based on contractual and/or
trust principles) subordinates certain payment rights of a creditor to the payment rights of other creditors of
its counterparty upon the occurrence of insolvency proceedings relating to that creditor. In particular, cases
have focused on provisions involving the subordination of a hedging counterparty’s payment rights in
respect of certain termination payments upon the occurrence of insolvency proceedings or other default on
the part of such counterparty (so-called “flip clauses”). Such provisions are similar in effect to the terms
49
which will be included in the Transaction Documents relating to the subordination of Swap Counterparty
subordinated payments.
The English Supreme Court has held that a flip clause as described above is valid under English law. Such
flip clause would be enforceable against the parties that have validly agreed thereto under Dutch law.
Contrary to this, however, the U.S. Bankruptcy Court has held that such a subordination provision is
unenforceable under U.S. bankruptcy law and that any action to enforce such provision would violate the
automatic stay which applies under such law in the case of a U.S. bankruptcy of the counterparty. The
implications of this conflicting judgment are not yet known.
If a creditor of the Issuer (such as the Swap Counterparty) or a related entity becomes subject to insolvency
proceedings in any jurisdiction outside England and Wales or the Netherlands (including, but not limited to,
the United States), and it is owed a payment by the Issuer, a question arises as to whether the insolvent
creditor or any insolvency official appointed in respect of that creditor could successfully challenge the
validity and/or enforceability of subordination provisions included in the English and Dutch law governed
Transaction Documents. In particular, based on the decision of the U.S. Bankruptcy Court referred to above,
there is a risk that such subordination provisions would not be upheld under U.S. bankruptcy laws. Such laws
may be relevant in certain circumstances with respect to the Swap Counterparty given that the Swap
Counterparty has assets and/or operations in the U.S. and notwithstanding that the Swap Counterparty is a
non-U.S. established entity (and/or with respect to any replacement counterparty, depending on certain
matters in respect of that entity). In general, if a subordination provision included in the Transaction
Documents was successfully challenged under the insolvency laws of any relevant jurisdiction outside
England and Wales or the Netherlands and any relevant foreign judgment or order was recognised by the
English or Dutch courts, there can be no assurance that such actions would not adversely affect the rights of
the Noteholders, the market value of the Notes and/or the ability of the Issuer to satisfy its obligations under
the Notes.
Lastly, given the general relevance of the issues in the judgments referred to above and that the Transaction
Documents will include terms providing for the subordination of Swap Counterparty subordinated payments,
there is a risk that the final outcome of the dispute in such judgments (including any recognition action by
the English or Dutch courts) may result in negative rating pressure in respect of the Notes. If any rating
assigned to the Notes is lowered, the market value of the Notes may reduce.
Noteholders are receiving no assurance or guarantee, nor is any representation made to them, and
they should make their own determinations and seek independent advice
None of the Security Trustee, the Seller, the Portfolio Manager, the Servicer, the Issuer Administrator, the
Elan Lender, the Retention Holder, the Arranger, the Joint Lead Managers or any of their respective affiliates
makes any assurance, guarantee, representation or warranty, express or implied, as to the expected or
projected success, return, timing or amount of payments, performance result, effect, consequence or benefit
(including legal, regulatory, tax, financial, accounting, regulatory capital, legal investment or otherwise) to
any Noteholder, and none of the foregoing parties will have a fiduciary relationship with respect to any
Noteholder or prospective Noteholder. No Noteholder may rely on any such party for a determination of
expected or projected success, return, performance result, effect, consequence or benefit (including legal,
regulatory, tax, financial, accounting, regulatory capital, legal investment or otherwise) with respect to any
Noteholder in connection with the Notes. Each Noteholder will be required or deemed to represent that,
among other things, it has consulted with its own legal, regulatory, tax, business, investment, financial and
accounting advisors regarding investment in the offered certificates as it has deemed necessary and that the
investment by it is within its powers and authority, is permissible under applicable laws governing such
purchase, has been duly authorized by it and complies with applicable securities laws and other laws and
regulations.
50
Bankruptcy of the Servicer may adversely affect (i) collections on the mortgage loans, (ii) the ability to
replace the Servicer, and (iii) the indemnification in case of breach of the Mortgage Loan Criteria and
certain representations and warranties relating to the Mortgage Receivables, which may ultimately
lead to delays or reductions in distributions on, or other losses with respect to, the Notes
If the Servicer were to go into bankruptcy or a suspension of payments is declared, it may stop performing its
functions as servicer and it may be difficult to find a third party to act as successor servicer. Alternatively,
the Servicer may take the position that unless the amount of its compensation is increased or the terms of its
obligations are otherwise altered, it will stop performing its functions as Servicer. If it were difficult to find a
third party to act as successor servicer, the parties, as a practical matter, may have no choice but to agree to
the demands of the Servicer. Upon termination of the appointment of the Servicer, the Security Trustee, the
Issuer and the Back-up Servicer Facilitator will use reasonable endeavours to appoint a replacement servicer
who shall agree to act as servicer pursuant to a servicing agreement on similar terms to the Servicing
Agreement.
It is possible that a period of adverse economic conditions resulting in high defaults and delinquencies on the
Mortgage Loans and other mortgage loans serviced by the Servicer will increase the risk of the Servicer
becoming subject to bankruptcy or a suspension of payments if its servicing compensation is less than its
cost of servicing.
Furthermore, a bankruptcy of the Servicer may adversely affect the indemnification rights given by it in its
capacity as Elan Servicer to the Issuer in respect of it services on behalf of the Issuer and with respect to the
breach of the Mortgage Loan Criteria and certain representations and warranties relating to the Mortgage
Receivables.
The occurrence of any of these events could result (i) in delays or reductions in distributions on the Notes or
(ii) other losses with respect to the Notes. There may also be other possible effects of a bankruptcy or
suspension of payments of the Servicer that could result in (i) delays or reductions in distributions on the
Notes or (ii) other losses with respect to the Notes, including the inability of the Issuer to claim the Pre-
agreed Compensation Amount. Regardless of any specific adverse determinations in a bankruptcy or
suspension of payments of the Servicer, the fact that such a proceeding has been commenced could have an
adverse effect on the value of the Mortgage Receivables and the liquidity and value of the Notes.
Costs in relation to replacement of Servicer
In the event of a replacement of the Servicer, the Issuer will need to bear the fees and costs of the
engagement of a substitute servicer. This might ultimately have a negative impact on the ability of the Issuer
to perform its obligations in respect of the Notes.
Noteholders will be dependent on certain parties performing their responsibilities in an accurate and
timely manner
To the extent the Servicer, the Portfolio Manager, the Issuer Administrator, the Issuer or any other party to
the transaction fails to fully perform its obligations or does not perform its obligations in accordance with the
standard for performance provided in the Servicing Agreement, the Administration Agreement or any other
Transaction Document (including but not limited to operating the Interest Rate Policy) in accordance with its
terms and the Transaction Documents by the Seller or, upon the occurrence of a Seller Interest Reset
Termination Event, the Portfolio Manager and is unable to provide any required indemnities to the Issuer, the
Notes could experience losses. Any such failure to perform may result in such party’s default, and any
remedy for such default, or any selection of a successor to that party, may be inadequate or may result in
costs or expenses, which will be allocated to the Notes. Any risks associated with the Servicer, the Portfolio
51
Manager, the Issuer Administrator, the Issuer or any other party to the transaction failing to perform may
affect the yield to maturity of the Notes.
Limitations on enforcement
Noteholders generally do not have the right to directly enforce remedies against the Servicer, the Portfolio
Manager, the Issuer Administrator, the Issuer, the Seller or any other party to any of the Transaction
Documents and instead may be required, if such Noteholders obtain the agreement of the requisite
percentage of Noteholders, to direct the Security Trustee, at such Noteholders’ expense, to enforce the rights
of the Security Trustee or take other actions as may be required under any of the Transaction Documents,
provided that no Noteholder shall be entitled to take any steps or proceedings to procure the winding-up,
administration or liquidation of the Issuer or the Seller in any circumstances.
Servicer may have conflicts of interest
The Servicer may have conflicts of interest in making servicing decisions with respect to defaulted Mortgage
Loans. For example, the Servicer’s decision to modify a Mortgage Loan, foreclose on a defaulted Mortgage
Loan or continue to make advances with respect to a defaulted Mortgage Loan may be affected by the
amount of servicing compensation or by the cost of servicing the Mortgage Loan that would result from its
decision. The Servicer’s decision to modify rather than foreclose on a defaulted Mortgage Loan may affect
the time it takes to recover that Mortgage Loan.
Certain material interests and potential for conflicts
Certain parties to the transaction have engaged in, and may in the future engage in, investment banking
and/or commercial banking or other services for the Issuer or the Seller in the ordinary course of business.
Other parties to the transaction may also perform multiple roles, including Quion, who will act as Servicer,
Elan Servicer and Collection Foundation Administrator and ING Bank N.V., who will act as Joint Lead
Manager and Swap Counterparty. ING Bank N.V. is also a party to the Back Swap Agreement, further
information on this agreement can be found in the last paragraph of the risk factor “Potential Conflicts of
Interest of Goldman Sachs – Roles in connection with the issuance of the Notes” below. Accordingly,
conflicts of interest may exist or may arise as a result of parties having previously engaged or in the future
engaging in transactions with other parties, having multiple roles or carrying out other transactions for third
parties. The parties to the transaction may, pursuant to the Transaction Documents, be replaced by one or
more new parties. It cannot be excluded that such a new party could also have a potential conflicting interest,
which might ultimately have a negative impact on the ability of the Issuer to perform its obligations in
respect of the Notes.
The terms of the Transaction Documents do not prevent any of the parties to the Transaction Documents
from rendering services similar to those provided for in the Transaction Documents to other persons, firms or
companies or from carrying on any business similar to or in competition with the business of any of the
parties to the Transaction Documents.
Accordingly, conflicts of interest may exist or may arise as a result of parties to this transaction:
(a) having previously engaged or in the future engaging in transactions with other parties to the transaction;
(b) having multiple roles in this transaction; and/or
(c) carrying out other roles or transactions for third parties.
Potential Conflicts of Interest of Goldman Sachs
52
Goldman Sachs has acted in a number of capacities (a) in connection with the issuance of the Notes and, (b)
in relation to the business of the Seller. The relevant capacities are described in more detail below.
Roles relating to the business of the Seller
Goldman Sachs Lending Partners LLC, in its capacity as Elan Lender, has provided the Elan Credit Facility
to the Seller for the purpose of financing the Seller’s business which is described in further detail at Section
3.4 (Seller). The Elan Lender is exposed under the terms of the Elan Credit Facility to all the profits and
losses arising from each mortgage loan originated and owned by the Seller and, as a result, has certain
entrenched rights with respect to the manner in which the Seller conducts its business.
The Elan Lender, if it exercises its entrenched rights at any time, will act in its absolute discretion and only
with regard to its own interests. It has no responsibility or liability to any other person (including, without
limitation, in respect of any loss suffered by Noteholders in connection with the Mortgage Receivables). The
Elan Lender may and will act independently of, and without regard to, the interests of the parties or investors
participating in any securitisation transaction entered into by the Seller from time to time. Accordingly, the
Elan Lender may in connection with the exercise of its entrenched rights act (or omit to act) in a manner
which conflicts with the interests of Noteholders and may take positions that are inconsistent with, or
adverse to, the investment objectives of the Noteholders. For example, the Elan Lender may wish to propose
increasing the interest rates offered by the Seller relative to the rates offered in the Dutch residential
mortgage market to make the Seller’s rates less attractive to potential borrowers, which in turn should reduce
the volume of mortgages originated by the Seller and the funding required to be advanced by the Elan
Lender to the Seller under the Elan Credit Facility. Consequently, the Seller will be required to take account
of the higher interest rate proposed by the Elan Lender when setting the interest rate for mortgage loans that
are the subject of a reset. For a given mortgage loan product and for the same fixed rate period, the Seller is
required to offer the same mortgage rate to both new and existing customers (including, with respect to
borrowers applying for a new mortgage loan and borrowers that have a mortgage loan which is the subject of
a reset) with similar risk profiles (as determined among other things by the loan to income ratio, loan to
value ratio and/or the use of a mortgage guarantee). At all times the Seller is required to comply with and
take account of the Seller Interest Rate Policy in connection with its setting and resetting of interest rates,
which includes, among other things, that such setting and resetting of interest rates is done in compliance
with applicable laws and regulations and the terms and conditions of the Mortgage Loans.
If the Seller is administering the reset of interest rates on behalf of the Issuer at the time the Elan Lender
proposes the higher rate (see Section 7.5 (Interest rate reset in respect of Mortgage Receivables) for a
summary of the Seller’s obligation to reset interest rates on behalf of the Issuer), the reset rate offered to
borrowers may be higher than the rate available in the market more generally and this may increase the
likelihood of a borrower refinancing its loan with another lender and redeeming its Mortgage Loan at the
time of the reset. The effect of an earlier redemption of any Mortgage Loan in such a circumstance will cause
an earlier redemption of the Notes (in part) and this may conflict with the investment objectives of certain
Noteholders.
The Elan Lender is under no obligation under the terms of the Elan Credit Facility to put the Seller in funds
to satisfy any obligation of the Seller under the securitisation transaction other than as described in Section
3.4 (Seller) and no party, including but not limited to, any Noteholder, the Issuer, the Security Trustee or the
Seller, has the right to instruct or procure (either directly or indirectly) that the Elan Lender provides the
Seller with any funds to satisfy such obligations. No potential investor in any Note should assume that the
Seller will have funds made available to it under the Elan Credit Facility to satisfy its obligations other than
as described in Section 3.4 (Seller) or otherwise continue to be funded by the Elan Lender in the future. If the
Elan Lender is not obliged to fund the Seller or otherwise refuses to fund the Seller in accordance with its
contractual rights in its absolute discretion having regard to its interests only, its refusal to fund the Seller’s
business may conflict with the interests of Noteholders.
53
The Elan Lender is the sole financier of the Seller as at the Closing Date. The Elan Lender has the right to
terminate the Elan Credit Facility in certain circumstances and if it exercises its right to do so at any time, it
will act in its absolute discretion and with regard to its interests only. The decision to terminate the Elan
Credit Facility (or enforce any security granted by the Seller over its assets in respect of the Elan Credit
Facility) may affect the business and/or financial condition of the Seller (including, potentially resulting in
the closure of the Seller’s business). The Seller and the Elan Lender may also restructure, or renegotiate the
terms of, the Elan Credit Facility at any time (including, without limitation, reducing the maximum facility
limit or the facility’s stated maturity). Any amendment, termination, enforcement of security, restructuring or
renegotiation of the Elan Credit Facility may conflict with, and be adverse to, the interests of Noteholders.
Roles in connection with the issuance of the Notes
The Elan Lender has agreed in connection with the issuance of the Notes to act as the Retention Holder and
retain a material economic interest in the securitisation transaction of not less than 5 per cent. in accordance
with the EU Risk Retention Requirements and an “eligible vertical interest” in the securitisation transaction
in accordance with the U.S. Risk Retention Requirements. Notes acquired and held by the Retention Holder
may be treated as satisfying both the EU Risk Retention Requirements and the U.S. Risk Retention
Requirements. Please refer to Section 4.4 (Regulatory and Industry Compliance) for further discussion.
There will be no restriction on the ability of the Retention Holder, or any of their respective Affiliates or
employees to purchase Notes (either upon initial issuance or through secondary transfers) and to exercise any
voting rights to which such Notes are entitled. The holding of any such Notes may create potential conflicts
of interest between such parties and other Noteholders.
GSI (a) has acted as Arranger and Joint Lead Manager in relation to the structuring and issuance of the
Notes, and (b) has entered into a Back Swap Agreement with the Swap Counterparty under which the Swap
Counterparty has hedged its exposure to the Issuer under the Swap Agreement.
GSI may earn fees and other revenues from its appointment as Arranger and Joint Lead Manager. It will not
have any obligation to monitor the performance of Mortgage Receivables or the actions of the Issuer or its
agents.
GSI and the Swap Counterparty have entered into the Back Swap Agreement which is a private contractual
arrangement to which the Issuer is not a party. The disclosure of the existence of this arrangement has been
made in connection with the issuance of the Notes, so that any potential investor is made aware that GSI as
Back Swap Provider will submit the proposed Mortgage Receivable Swap Rate to the Seller or the Portfolio
Manager, as the case may be, until the Back Swap Agreement is terminated as further described in Section
7.5 (Interest rate reset in respect of Mortgage Receivables). Any potential investor should be made aware
that GSI will submit the Mortgage Receivable Swap Rate having regard to factors described in Section 7.5
(Interest rate reset in respect of Mortgage Receivables) and, accordingly, the interests of GSI may not
necessarily align with, and may in fact be directly contrary to, those of investors in the Notes.
General business of Goldman, Sachs & Co. and its Affiliates
As part of its general business, Goldman Sachs will engage in various other activities that may be
inconsistent with or contrary to the interest of Noteholders, including the activities described below.
Goldman Sachs is part of a global investment banking, securities and investment management firm that
provides a wide range of financial services to a substantial and diversified client base that includes
corporations, financial institutions, governments and high-net-worth individuals. As such, it actively makes
markets in and trades financial instruments for its own account and for the accounts of customers. These
financial instruments include debt and equity securities, currencies, commodities, bank loans, indices,
baskets and other products. Goldman Sachs’ activities include, among other things, executing large block
54
trades and taking long and short positions directly and indirectly, through derivative instruments or
otherwise. These activities may, to the extent permitted by law, also include buying or selling credit
protection in respect of the Notes, implementing objectives or investment strategies that are inconsistent with
or contrary to the interests of Noteholders, and/or hedging any exposure of Goldman Sachs to the Notes on
the Closing Date or any time in the future. The securities and instruments in which Goldman Sachs takes
positions, or expects to take positions, may include the Notes, or similar securities or products. Market
making is an activity where Goldman Sachs buys and sells on behalf of customers, or for its own account, to
satisfy the expected demand of customers. By its nature, market making involves facilitating transactions
among market participants that have differing views of securities and instruments. As a result, Noteholders
should expect that Goldman Sachs will take positions that are inconsistent with, or adverse to, the investment
objectives of the Noteholders.
As a result of Goldman Sachs’s various financial market activities, including acting as a research provider,
investment advisor, market maker or principal investor, Noteholders should expect that personnel in various
businesses throughout Goldman Sachs will have and express research or investment views and make
recommendations that are inconsistent with, or adverse to, the objectives of Noteholders.
In the normal course of conducting its businesses, Goldman Sachs has rendered services to, been paid by,
performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured
finance and mortgage securitization, including the Seller, the Portfolio Manager and the Servicer, and may
have included certain other transaction parties and any of the transaction parties’ respective affiliates.
If Goldman Sachs becomes a Noteholder (other than as Retention Holder), through market-making activity
or otherwise, any actions that it takes in its capacity as a Noteholder will not necessarily be aligned with the
interests of other holders of the same Class or other Classes of Notes. To the extent a Goldman Sachs entity
makes a market in the Notes (which it is under no obligation to do), it would expect to receive income from
the spreads between its bid and offer prices for the offered certificates. In connection with any such activity,
it will have no obligation to take, refrain from taking or cease taking any action with respect to these
transactions and activities based on the potential effect on an investor in the offered certificates. The price at
which Goldman Sachs may be willing to purchase the Notes, if it makes a market, will depend on market
conditions and other relevant factors and may be significantly lower than the issue price for the Notes and
significantly lower than the price at which it may be willing to sell the Notes.
Furthermore, there is a reasonable expectation that a completed offering may enhance Goldman Sachs’
ability to assist clients and counterparties in transactions related to the Notes and, potentially, in similar
transactions (including potentially, assisting Goldman Sachs clients in additional purchases and sales of the
Notes and hedging transactions). It can be reasonably expected that Goldman Sachs will derive fees and
other revenues from these transactions. In addition, participating in a successful offering and providing
related services to their clients may enhance Goldman Sachs’ relationships with various parties, facilitate
additional business development, and enable Goldman Sachs to obtain additional business and to generate
additional revenue.
Each of the foregoing relationships should be considered carefully by you before you invest in any Notes.
This Prospectus contains summary and limited information regarding the Transaction Documents and
the Mortgage Receivables
This Prospectus contains summary descriptions of certain documents, including the Mortgage Receivables
Purchase Agreement, the Servicing Agreement and the Deed of Assignment and Pledge which govern the
transactions described herein, of the rules and regulations applicable to the Mortgage Loans. Such summary
descriptions are necessarily incomplete and reference is made to the actual documents for a complete
description of the rights and obligations of the parties thereto, to the rules and regulations applicable to the
55
Mortgage Loans. A copy of all Transaction Documents may be inspected at the specified offices of the
Security Trustee and the Paying Agent during normal business hours and will be available either in physical
or in electronic form, as the case may be.
RISK FACTORS REGARDING THE NOTES
Factors which might affect an investor’s ability to make an informed assessment of the risks associated
with Notes
The Notes are complex financial products. Investors in the Notes must be able to make an informed
assessment of the Notes, based upon full knowledge and understanding of the facts and risks. Investors must
determine the suitability of that investment in light of their own circumstances. The following factors might
affect an investor’s ability to appreciate the risk factors outlined in this Section 2 (Risk Factors), placing
such investor at a greater risk of receiving a lesser return on its investment:
(i) if such an investor does not have sufficient knowledge and experience to make a meaningful
evaluation of the Notes and the merits of investing in the Notes in light of the risk factors
outlined in this Section 2 (Risk Factors);
(ii) if such an investor does not have access to, and knowledge of, appropriate analytical tools to
evaluate, in the context of its particular financial situation, the significance of these risk
factors and the impact the Notes will have on its overall investment portfolio;
(iii) if such an investor does not have sufficient financial resources and liquidity to bear all of the
risks of an investment in the Notes, including where the currency for principal or interest
payments is different from the investor’s currency;
(iv) if such an investor does not understand thoroughly the terms of the Notes and is not familiar
with the behaviour of any relevant indices in the financial markets (including the risks
associated therewith) as such investor is more vulnerable to any fluctuations in the financial
markets generally; and
(v) if such an investor is not able to evaluate (either alone or with the help of a financial adviser)
possible scenarios for economic, interest rate and other factors that may affect his investment
and his ability to bear the applicable risks.
Credit Risk
The Issuer is subject to the risk of the Borrowers defaulting in payment and the Servicer failing to realise or
recover sufficient funds under the arrears and default procedures in respect of the relevant Mortgage Loans
in order to discharge all amounts due and owing by the relevant Borrowers under the relevant Mortgage
Loans. This risk may affect the Issuer’s ability to make payments on the Notes but is mitigated to some
extent by certain credit enhancement features which are described in Section 5 (Credit Structure). There is
no assurance that these measures will protect the holders of any Class against all risks of losses. The Issuer
will report the Mortgage Receivables in arrears and the Realised Losses in respect thereof in the Notes and
Cash Report on an aggregate basis. Investors should be aware that the Realised Losses reported may not
reflect all losses that have already occurred or are expected to occur, because a Realised Loss is recorded,
among other things, only after the Servicer has determined that foreclosure of the Mortgage and other
collateral securing the Mortgage Receivable has been completed, and this process may take a considerable
amount of time.
56
The performance of the Notes may be adversely affected by the recent conditions in the global
financial markets (including but not limited to the UK’s withdrawal from the EU (Brexit) and these
conditions may not improve in the near future
Global markets and economic conditions have been negatively impacted in recent years by the banking and
sovereign debt crisis in the EU and globally. In particular, concerns have been raised with respect to
continuing economic, monetary and political conditions in the region comprised of the Member States of the
EU that have adopted the single currency in accordance with the Treaty establishing the European
Community (signed in Rome on 25 March 1957) as amended (the Eurozone).
The market’s anticipation of these (potential) impacts could have a material adverse effect on the business,
financial condition and liquidity of the Seller, the Swap Counterparty, the Issuer Account Bank and the Swap
Collateral Custodian. In particular, these developments could disrupt payment systems, money markets,
long-term or short-term fixed income markets, foreign exchange markets, commodities markets and equity
markets, and adversely affect the cost and availability of funding. Certain impacts, such as increased spreads
in money markets and other short term rates, have already been seen as a result of market expectations.
In the event of continued or increasing market disruptions and volatility (including as may be demonstrated
by any default or restructuring of indebtedness by one or more Member States or institutions within those
Member States and/or any changes to, including member states exiting the European Union or any break up
of, the Eurozone), the Seller, the Swap Counterparty, the Issuer Account Bank and the Swap Collateral
Custodian may experience reductions in business activity, increased funding costs, decreased liquidity,
decreased asset values, additional credit impairment losses and lower profitability and revenues, which may
affect their ability to perform their respective obligations under the relevant Transaction Documents.
In this respect it is noted that, pursuant to a referendum held in June 2016, the UK has voted to leave the
European Union and the UK Government invoked article 50 of the Lisbon Treaty relating to withdrawal on
29 March 2017. Under article 50, the Treaty on the European Union and the Treaty on the Functioning of the
European Union cease to apply in the relevant state from the date of entry into force of a withdrawal
agreement or, failing that, two years after the notification of intention to withdraw, although this period may
be extended in certain circumstances.
There are a number of uncertainties in connection with the future of the UK and its relationship with the
European Union. The negotiation of the UK’s exit terms is likely to take a number of years. Until the terms
and timing of the UK’s exit from the European Union are clearer, it is not possible to determine the impact
that the referendum, the UK’s departure from the European Union and/or any related matters may have on
the business of the Seller, the Swap Counterparty, the Issuer Account Bank and the Swap Collateral
Custodian. Failure to perform obligations under the relevant Transaction Documents may adversely affect
the performance of the Notes. These factors and general market conditions could adversely affect the
performance of the Notes. There can be no assurance that governmental or other actions will improve these
conditions in the future.
Downgrade of long-term ratings of Eurozone countries may adversely affect the market value of the
Notes
In response to the economic situation facing countries in the European Economic and Monetary Union, or
Eurozone, based on factors including tightening credit conditions, higher risk premiums on Eurozone
sovereigns and disagreement among European policy makers as to how best to address the declining market
confidence with respect to the Eurozone, on 13 January 2012, S&P downgraded the long-term credit ratings
on nine members of the Eurozone, including Austria, Cyprus, France, Italy, Malta, Portugal, Slovakia,
Slovenia and Spain. In addition, on 18 April 2013, Fitch downgraded the long-term credit ratings on the
United Kingdom. Further downgrades of the ratings of various Eurozone members may have an adverse
57
effect on the market value and liquidity of fixed-income instruments generally, including the offered
certificates. The Netherlands are currently rated ‘AAA’ by Fitch and S&P and ‘Aaa’ by Moody’s with a
stable outlook.
Risk that the Majority RS Noteholder will not exercise the Portfolio Call Option or Remarketing Call
Option or that the Retention Holder or the Seller will not exercise the Risk Retention Regulatory
Change Call Option or that necessary parties do not co-operate with the exercise of the Portfolio Call
Option, Remarketing Call Option or the Risk Retention Regulatory Change Call Option which may
result in the Notes not being redeemed prior to their legal maturity
Notwithstanding the increase from the Initial Margin to the Extension Margin applicable to the Floating Rate
Notes from the First Optional Redemption Date, no guarantee can be given that the Majority RS Noteholder
will on the First Optional Redemption Date or on any Optional Redemption Date thereafter actually exercise
the Portfolio Call Option or the Remarketing Call Option. The exercise of such right will, among other
things, depend on the ability and desire of the Majority RS Noteholder to request the Issuer to sell all
Mortgage Receivables at the required amount or to provide the Issuer with sufficient funds to repay the
Noteholders and to the restructure the Floating Rate Notes as further described in Condition 6(d) (Portfolio
Call Option) and Condition 6(e) (Remarketing Call Option) and consequently this may result in the Notes
not being redeemed prior to their legal maturity. It is noted that the Majority RS Noteholder will not
necessarily hold more than 50 per cent. of the Principal Amount Outstanding of the Class RS Notes, and
where no person holds more than 50 per cent. of the Principal Amount Outstanding of the Class RS Notes,
the person who holds the greatest amount of Class RS Notes by reference to the Principal Amount
Outstanding qualifies as Majority RS Noteholder and hence it could be that a Class RS Noteholder holding a
relatively small amount of Class RS Notes will qualify as Majority RS Noteholder and is allowed to make
substantive decisions which could affect the other Noteholders.
Similarly, no guarantee can be given that the Retention Holder or the Seller as the case may be, will on any
Notes Payment Date exercise the Risk Retention Regulatory Change Call Option as further described in
Condition 6(f) (Risk Retention Regulatory Change Call Option).
Finally, any exercise by the Majority RS Noteholder of the Portfolio Call Option or Remarketing Call Option
and exercise by the Retention Holder or the Seller as the case may be, of the Risk Retention Regulatory
Change Call Option is subject to the necessary parties co-operating with the Majority RS Noteholder,
Retention Holder and/or Seller to achieve the successful sale and assignment of the Mortgage Receivables or
structuring and marketing of new notes, as the case may be. None of the Issuer, the Security Trustee, the
Arranger, the Joint Lead Managers, the Majority RS Noteholder, the Retention Holder or the Seller have any
ability to control or direct such cooperation and if any of such parties would decide not to cooperate this may
result in the Notes not being redeemed prior to their legal maturity.
It should however be noted that if the Notes will be redeemed prior to the Final Maturity Date, Noteholders
may not be able to invest the amounts received as a result of the premature redemption of the Notes on
conditions similar to or better than those of the Notes.
Unless specifically and separately mandated, the Joint Lead Managers are not involved in and do not take
responsibility in relation to new issuances of notes pursuant to the exercise of the Remarketing Call Option.
Risk relating to the Class RS Notes Interest Amount in respect of the Class RS Notes
It should be noted that interest on the Class RS Notes will be equal to the Class RS Notes Interest Amount.
The Class RS Notes Interest Amount is prior to the delivery of an Enforcement Notice an amount equal to
the Available Revenue Funds remaining after all items ranking above item (dd) of the Revenue Priority of
Payments have been paid in full. After delivery of an Enforcement Notice, the Class RS Notes will not be
58
entitled to the Class RS Notes Interest Amount, however the Class RS Noteholders will be entitled to receive
the Enforcement Available Amount remaining after all items ranking above item (x) of the Post-Enforcement
and Call Option Exercise Priority of Payments have been paid in full. As a consequence, there can be no
assurance that sufficient funds will be available to make payments to the Class RS Noteholders.
Furthermore, the interest payable in respect of the Floating Rate Notes will increase if the Portfolio Call
Option or the Remarketing Call Option is not exercised on the First Optional Redemption Date and as a
result the Issuer will have less funds available to pay the Class RS Notes Interest Amount and therefore the
rate of return in respect of the Class RS Notes may drop if the Portfolio Call Option or the Remarketing Call
Option is not exercised on the First Optional Redemption Date. Each potential investor in the Class RS Notes
should also be aware that the Class RS Notes are subordinated in right of payment to each Class of Floating
Rate Notes (see also Notes of a Class may rank subordinate to other Classes).
Risk relating to the Extension Margins and the Subordinated Extension Payment Amount in respect of
the Floating Rate Notes
It should be noted that there is no guarantee that the Extension Margins will be equal to or higher than the
Initial Margins.
The Subordinated Extension Payment Amount in respect of the Floating Rate Notes will be subordinated in
right of payment to other payment obligations of the Issuer as set forth in the Revenue Priority of Payments.
There can be no assurance on the (timely) payment of a Subordinated Extension Payment Amount in respect
of any Class of Floating Rate Notes. Non-payment of a Subordinated Extension Payment Amount in respect
of any Class of Floating Rate Notes will not result in an Event of Default. Moreover, the ratings of the
Floating Rate Notes do not take into account the (timely) payment of the Subordinated Extension Payment
Amount.
Risk that the Issuer is not able to redeem the Notes at the Final Maturity Date
The ability of the Issuer to redeem all of the Notes on the Final Maturity Date in full and to pay all amounts
due to the Noteholders, including after the occurrence of an Event of Default, may depend upon whether the
collections under the Mortgage Receivables are sufficient to redeem the Notes.
Risk related to prepayments on the Mortgage Loans
The maturity of the Notes will depend on, among other things, the amount and timing of payment of
principal (including, among other things, full and partial prepayments, sale of the Mortgage Receivables by
the Issuer, Net Foreclosure Proceeds upon enforcement of a Mortgage Receivable and the Seller having
funds available to repurchase certain Mortgage Receivables) on all Mortgage Receivables and the
Outstanding Principal Amount of New Ported Mortgage Receivables and Further Advance Receivables
offered by the Seller and purchased by the Issuer. The average maturity of the Notes may also be adversely
affected by a higher or lower than anticipated rate of prepayments on the Mortgage Loans. The rate of
prepayment of Mortgage Receivables is influenced by a wide variety of economic, social and other factors,
including prevailing market interest rates, changes in tax laws (including, but not limited to, amendments to
mortgage interest tax deductibility), local and regional economic conditions, declines in real estate prices,
lack of liquidity or bankruptcy of Borrowers, damage to or destruction of the Mortgaged Assets and changes
in Borrowers’ behaviour (including, but not limited to, home-owner mobility). Furthermore if the Seller
would grant New Ported Mortgage Loans or Further Advance with a maturity that exceeds the maturity of
the mortgage loan granted in connection with the Old Mortgaged Asset or the original Loan Parts
respectively this would increase the CPR. In addition thereto it should be noted that the Seller resets the
Mortgage Interest Rates on behalf of the Issuer prior to a Seller Interest Reset Termination Event and that in
doing so it will have regard to the interest rates for mortgage loans originated at such time and funding costs
59
of other Elan Issuers. Any such reset of interest rates may also influence the rate of prepayments. No
guarantee can be given as to the level of prepayment that the Mortgage Receivables may experience.
In general, prepayment penalties that are incorporated in mortgage loan contracts tend to lower prepayment
rates in the Netherlands. Penalties are generally calculated as the net present value of the interest loss to the
lender upon prepayment within a fixed rate period. Prepayment penalties are not applicable to mortgage
loans with a floating rate. Prepayment penalties tend to impact borrower prepayment rates and lead to a
higher number of redeemed mortgage loans at the end of an interest rate period.
The prepayment rates of mortgage loans of an originator further increase if at the end of an interest rate
period an originator offers an interest rate higher than the mortgage rates offered by other originators. The
prepayment rate will decrease if at the end of an interest rate period such originator offers interest rates lower
than the mortgage rates offered by other originators. Lower rates of prepayment may lead to slower
prepayments of the principal amounts outstanding in respect of mortgage loans in the Netherlands. As a
result, the exposure of the Seller to the Borrowers of the Mortgage Loans tends to remain high over time and
the Issuer will have a similar position following the purchase of the Mortgage Receivables.
Risks related to Interest-only Mortgage Loans
A portion of the Mortgage Loans (or parts thereof) will be in the form of Interest-only Mortgage Loans.
Under an Interest-only Mortgage Loan, the Borrower is not obliged to pay principal towards redemption of
the relevant Mortgage Loan. Interest is payable monthly and is calculated on the Outstanding Principal
Amount of the Mortgage Loan (or relevant part thereof). The ability of a Borrower to repay an Interest-only
Mortgage Loan at maturity will often depend on such Borrower's ability to refinance or sell the Mortgaged
Asset or to obtain funds from another source. If a Borrower is not able to do so this may ultimately result in a
reduction of amounts available to the Issuer and adversely affect its ability to make payments under the
Notes.
Certain interest shortfalls will be allocated to the Notes and such shortfalls shall not be treated as due
on the relevant Notes Payment Date
When a Borrower makes a full or partial prepayment on a Mortgage Loan, the amount of monthly interest
that the Borrower is required to pay may be less than the amount of interest the Noteholders would otherwise
be entitled to receive with respect to that Mortgage Loan for the Notes Payment Date. If there is an interest
shortfall in respect of a relevant Class of Notes, such shortfall will be debited in the applicable Senior
Interest Deficiency Ledger or, as the case may be the applicable Subordinated Interest Deficiency Ledger for
the relevant Class of Notes. Any such shortfall shall not be treated as due on that date, but shall accrue
interest as long as it remains outstanding at the rate of interest applicable to the relevant Class of Notes for
such period, and a pro rata share of such shortfall and accrued interest thereon shall be aggregated with the
amount as if it were interest due on each relevant Class of Note on the next succeeding Notes Payment Date.
A shortfall of interest payments to the Most Senior Class for a period of 14 calendar days or more constitutes
an Event of Default.
Revenue Shortfall Amounts will be deducted from the Available Principal Funds
On each Notes Calculation Date an amount equal to the Revenue Shortfall Amount as calculated on the
Notes Calculation Date prior to the immediately succeeding Notes Payment Date is withheld from the
Available Principal Funds and added to the Available Revenue Funds instead, which may lead to a smaller
amount of Available Principal Funds being available to be applied in accordance with the Redemption
Priority of Payments, which will adversely affect the Issuer’s ability to make payments under the Notes.
60
Risk of redemption of the Notes (other than the Class A Notes) with a Principal Shortfall
In accordance with Condition 9(a), the Notes (other than the Class A Notes) may be redeemed on the Final
Maturity Date subject to any applicable Principal Shortfall. As a consequence, a holder of the Notes (other
than the Class A Notes) may not receive the full Principal Amount Outstanding of such Note upon
redemption in accordance with and subject to Condition 6.
Risk that changes of law will have an adverse effect on the Notes
The structure of the issue of the Notes and the credit ratings which are to be assigned to the Class A Notes,
the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes are based on Dutch law and,
to the extent it relates to the Swap Agreement, the Swap Collateral Custodian Agreement and the Deed of
Charge, the laws of England and Wales, as in effect at the date of this Prospectus. No assurance can be given
as to the impact of any possible change to Dutch law or the laws of England and Wales, or to administrative
practice in the Netherlands or England and Wales after the date of this Prospectus.
Currently, the laws, regulations and administrative practices relating to mortgage-backed securities such as
the Notes are in a significant state of flux in Europe and it is impossible for the Issuer to predict how these
changes may, in the future, impact investors in the Notes, whether directly or indirectly.
Notes of a Class may rank subordinate to other Classes
As set forth in Condition 9 the Class B Notes are subordinated in right of payment to the Class A Notes, (b)
the Class C Notes are subordinated in right of payment to the Class A Notes and the Class B Notes, (c) the
Class D Notes are subordinated in right of payment to the Class A Notes, the Class B Notes and the Class C
Notes, (d) the Class E Notes are subordinated in right of payment to the Class A Notes, the Class B Notes,
the Class C Notes and the Class D Notes, (e) the Class F Notes are subordinated in right of payment to the
Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes and (f) the
Class RS Notes are subordinated in right of payment to the Class A Notes, the Class B Notes, the Class C
Notes, the Class D Notes, the Class E Notes and the Class F Notes. With respect to any Class of Notes, such
subordination is designed to provide credit enhancement to any Class of Notes with a higher payment
priority than such Class of Notes.
All Notes rank subordinate to certain other creditors. See Priority of Payments in section Credit Structure.
Depending on the losses under the Mortgage Loans, the Issuer may not receive sufficient amounts to fully
redeem the Notes. Losses will be allocated on each Notes Payment Date, to the Notes in reverse alphabetical
order, as more fully described in section Credit Structure.
Interest rate risk in respect of the Floating Rate Notes
The interest on the Floating Rate Notes is paid by using the Available Revenue Funds at items (e), (h), (j),
(k), (m), (n), (p), (q), (s), (t), (u), (v), (w), (x), (y), (z) and (aa) of the Revenue Priority of Payments. Amounts
received from the Swap Counterparty under the Swap Agreement, which purports to hedge the interest rate
risk on the Floating Rate Notes, will form part of the Available Revenue Funds. As a result of a failure of the
Swap Counterparty to make a payment under the Swap Agreement (see Risk related to the Swap Agreement)
the Available Revenue Funds may be insufficient to make the required payments under the Floating Rate
Notes, including the required payments ranking higher in the Revenue Priority of Payments than the
respective Floating Rate Notes.
61
The obligations of the Issuer under the Notes are limited recourse
Each of the Noteholders shall only have recourse in respect of any claim against the Issuer in accordance
with the relevant Priority of Payments (see Section 5.2 (Priority of Payments)). The Noteholders and the
other Secured Creditors shall not have recourse on any assets of the Issuer other than (i) the Mortgage
Receivables and the Beneficiary Rights relating thereto, (ii) the balance standing to the credit of the Issuer
Accounts and (iii) the amounts received under the Transaction Documents. In the event that the Security in
respect of the Notes has been fully enforced and the proceeds of such enforcement, after payment of all other
claims ranking under the Trust Deed in priority to the Notes are insufficient to pay in full all principal and
interest, if any, and other amounts whatsoever due in respect of such Notes, the Noteholders shall have no
further claim against the Issuer, the Security Trustee or any other party in respect of any such unpaid
amounts (see Condition 9(b)).
Risk relating to conflict of interest between the interests of holders of different Classes of Notes and
Secured Creditors
Circumstances may arise when the interests of the holders of different Classes of Notes could be in conflict.
The Trust Deed contains provisions requiring the Security Trustee to have regard to the interests of the
Noteholders as regards all powers, trust, authorities, duties and discretions of the Security Trustee (except
where expressly provided otherwise). If, in the sole opinion of the Security Trustee there is a conflict
between the interests of the holders of different Classes of Notes, the Security Trustee shall have regard only
to the interests of the Higher Ranking Class or Classes of Notes. In addition, the Security Trustee shall have
regard to the interests of the other Secured Creditors and, in case of a conflict of interest between the Secured
Creditors, the Post-Enforcement and Call Option Exercise Priority of Payments set forth in the Trust Deed
determines which interest of which Secured Creditor prevails. Noteholders should be aware that the interests
of Secured Creditors ranking higher in the Post-Enforcement and Call Option Exercise Priority of Payments
than the relevant Class of Notes, such as the interests of the Swap Counterparty shall prevail.
If a significant part of the Notes is purchased by one investor, this could negatively affect the liquidity or
trading market for the Notes (see further Risks related to the limited liquidity of the Notes). In holding some
or all of the Notes of a particular Class, an investor may have a majority holding and therefore be able to
pass, or hold a sufficient minority to block, Noteholder resolutions (including Extraordinary Resolutions
relating to a Basic Terms Change). The interests of a majority investor may not be aligned with those of
other Noteholders.
A resolution adopted at a meeting of the Class A Noteholders is binding on all Noteholders and a
resolution adopted by a Noteholders’ meeting of a relevant Class is binding on all Noteholders of that
relevant Class
The Trust Deed contains provisions for convening meetings of the Noteholders of any Class to consider
matters affecting the interests, including the sanctioning by Extraordinary Resolution, of such Noteholders of
the relevant Class of a change to any of the Conditions or any provisions of the Transaction Documents. An
Extraordinary Resolution passed at any Meeting of the Most Senior Class shall be binding upon all
Noteholders of a Class irrespective of the effect upon them, provided that in the case of an Extraordinary
Resolution approving a Basic Terms Change, such Extraordinary Resolution shall not be effective unless it
has been approved by Extraordinary Resolutions of Noteholders of each Class or unless and to the extent that
it shall not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of
Noteholders of each such Class. All resolutions, including Extraordinary Resolutions, duly adopted at a
Meeting are binding upon all Noteholders of the relevant Class, whether or not they are present at the
Meeting. Changes to the Transaction Documents and the Conditions may therefore be made without the
approval of the Noteholders of a relevant Class of Notes (other than the Most Senior Class) in the event of a
resolution of the Noteholders of the Most Senior Class or individual Noteholder in the event of a resolution
62
of the relevant Class, and in each case without the Noteholder being present at the relevant meeting (see for
more details and information on the required majorities and quorum, Condition 14 (Meetings of Noteholders;
Modification; Consents; Waiver) below). Noteholders are therefore exposed to the risk that changes are
made to the Transaction Documents and the Conditions without their knowledge or consent and/or which
may have an adverse effect on them.
The Servicer’s discretion over the servicing of the Mortgage Loans may impact the amount and timing
of funds available to make distributions on the Notes
The Servicer is obligated to service the Mortgage Loans in accordance with its customary servicing
procedures. The Servicer has discretion in servicing the Mortgage Loans, including the ability to waive or
modify any term of a mortgage loan and to determine the timing and method of collection and foreclosure
procedures. However to the extent any such modification would lead to a breach of Mortgage Loan Criteria
or of any other representations and warranties made in respect of any Mortgage Receivable, the Elan
Servicer may under certain circumstances and subject to a capped amount be obliged to pay Compensation
Payments. Furthermore any modification of the terms of a mortgage loan other than in relation to a payment
plan with a duration of less than six months needs to be approved by the Portfolio Manager before it comes
into effect. In addition, the Servicer’s customary servicing procedures may change from time to time and
those changes could reduce collections on the Mortgage Loans. Although the Servicer’s customary servicing
procedures at any time will apply to all mortgage loans granted by the Seller and serviced by the Servicer,
without regard to whether a mortgage loan has been sold to the Issuer for the benefit of the Noteholders, the
Servicer is not obligated to maximize collections from the mortgage loans. Consequently, the manner in
which the Servicer exercises its servicing discretion or changes its customary servicing procedures could
have an impact on the amount and timing of collections on the Mortgage Loans, which would, in turn,
impact the amount and timing of funds available to make distributions on the Notes.
Risk related to absence of Mortgage Reports
Pursuant to the Trust Deed, in case the Issuer Administrator does not receive a Mortgage Report from the
Servicer with respect to a Mortgage Calculation Period, the Issuer Administrator shall have the right to
calculate and determine the Available Revenue Funds, the Available Principal Funds and all amounts
payable under the Transaction Documents using the six most recent Mortgage Reports available in respect of
three Mortgage Calculation Periods in accordance with the Administration Agreement.
When the Issuer Administrator receives the Mortgage Reports relating to the Mortgage Calculation Period
for which such calculations have been made, it will make reconciliation calculations and reconciliation
payments and credit or debit, as applicable, such amounts from the Interest Reconciliation Ledger and the
Principal Reconciliation Ledger as set out in the Administration Agreement. Any (i) calculations properly
done in accordance with the Trust Deed and in accordance with the Administration Agreement, and (ii)
payments made and payments not made under any of the Notes and Transaction Documents in accordance
with such calculations and (iii) reconciliation calculations and reconciliation payments made or payments not
made as a result of such reconciliation calculations, each in accordance with the Administration Agreement,
shall be deemed to be done, made or not made, in accordance with the provisions of the Transaction
Documents and will in themselves not lead to an event of default or any other default or termination event
under any of the Transaction Documents or breach of any triggers included therein (including but not limited
to Assignment Notification Events and Pledge Notification Events). Therefore there is a risk that the Issuer
pays out less or more interest, if any, and, respectively, less or more principal on the Notes than would have
been payable if Mortgage Reports were available.
63
Risks related to the limited liquidity of the Notes
The secondary market for the mortgage-backed securities may experience limited liquidity. Limited liquidity
in the secondary market for mortgage-backed securities has had a severe adverse effect on the market value
of mortgage-backed securities. Limited liquidity in the secondary market may continue to have a severe
adverse effect on the market value of mortgage-backed securities, especially those securities that are more
sensitive to prepayment, credit or interest rate risk and those securities that have been structured to meet the
investment requirements of limited categories of investors. Consequently, an investor in the Notes may not
be able to sell its Notes readily. The market values of the Notes are likely to fluctuate and may be difficult to
determine. Any of these fluctuations may be significant and could result in significant losses to such
investor. In addition, the forced sale into the market of mortgage-backed securities held by structured
investment vehicles, hedge funds, issuers of collateralised debt obligations and other similar entities that are
currently experiencing funding difficulties could adversely affect an investor’s ability to sell, and/or the price
an investor receives for, the Notes in the secondary market. Thus, Noteholders bear the risk of limited
liquidity of the secondary market for mortgage-backed securities and the effect thereof on the value of the
Notes.
Risk related to the ECB Purchase Programme
In September 2014, the ECB initiated an asset purchase programme whereby it envisaged to bring inflation
back to levels in line with the ECB’s objective to maintain the price stability in the euro area and, also, to
help enterprises across Europe to gain better access to credit, boost investments, create jobs and thus support
overall economic growth. The expanded asset purchase programme commenced in March 2015 and
encompasses the earlier announced asset-backed securities purchase programme and the covered bond
purchase programme. These programmes are intended to be carried out until at least December 2017. It
remains to be seen what effect these purchase programmes will have on the volatility in the financial markets
and the economy generally. In addition, the continuation, the amendments to or the termination of these
purchase programmes could have an adverse effect on the secondary market value of the Notes and the
liquidity in the secondary market for the Notes.
Risk related to the Notes held in global form
The Notes will initially be held by Euroclear or Clearstream, Luxembourg in the form of a Global Note
which will be exchangeable for Definitive Notes in limited circumstances as more fully described in Section
4.2 (Form). For as long as any Notes are represented by a Global Note held by Euroclear or Clearstream,
Luxembourg, payments of principal and interest, if any, and any payments other amounts on a Global Note
will be made through Euroclear or Clearstream, Luxembourg (as the case may be) against presentation or
surrender (as the case may be) of the relevant Global Note and, in the case of a Temporary Global Note,
certification as to non-U.S. beneficial ownership. The bearer of the relevant Global Note, being Euroclear or
Clearstream, Luxembourg, shall be treated by the Issuer and the Paying Agent as the sole holder of the
relevant Notes represented by such Global Note with respect to the payment of principal and interest, if any,
and any other amounts payable in respect of the Notes.
Notes which are represented by a Global Note will be transferable only in accordance with the rules and
procedures of Euroclear or Clearstream, Luxembourg, as the case may be.
Thus, the Noteholders will have to rely on the procedures of Euroclear or Clearstream, Luxembourg for
transfers, payments and communications from the Issuer, which may cause the Issuer being unable to meet
its obligations under the Notes.
Noteholders may not receive and may not be able to trade Notes in definitive form
64
It is possible that the Notes may be traded in amounts that are not integral multiples of EUR 100,000. In such
a case, a holder who, as a result of trading such amounts, holds an amount which is less than EUR 100,000 in
its account with the relevant clearing system in case Notes in definitive form are issued may not receive a
Note in definitive form in respect of such holding (should Notes in definitive form be issued) and may need
to purchase a principal amount of Notes such that its holding amounts to at least EUR 100,000. If Notes in
definitive form are issued, holders should be aware that Notes in definitive form which have a denomination
that is not an integral multiple of EUR 100,000 may be illiquid and difficult to trade.
The Security Trustee is not obliged to act in certain circumstances
At any time following the occurrence of an Event of Default, the Security Trustee at its discretion may, or if
so directed by an Extraordinary Resolution of the Noteholders of the Most Senior Class (subject, in each
case, to being indemnified to its satisfaction) shall (but in the case of the occurrence of any of the events
mentioned in Condition 10(b), only if the Security Trustee shall have certified in writing to the Issuer that
such an event is, in its opinion, materially prejudicial to the Noteholders of the relevant Class) deliver an
Enforcement Notice to the Issuer. In exercising its discretion as to whether or not to give an Enforcement
Notice to the Issuer, the Security Trustee shall not be required to have regard to the interests of the holders of
any Class of Notes ranking junior to the Most Senior Class. At any time after the Enforcement Date, the
Security Trustee may at its discretion, and without further notice, take such proceedings as it may think fit
against the Issuer to enforce the terms of this Trust Deed, the Parallel Debt Agreement, including the making
of a demand for payment thereunder, the Pledge Agreements, the Notes and any of the other Transaction
Documents to which the Security Trustee is a party. However the Security Trustee shall not be bound to take
any such proceedings unless (a) it shall have been directed to do so by an Extraordinary Resolution of the
Noteholders of the Most Senior Class and (b) it shall have been indemnified to its satisfaction against all
actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges,
damages and expenses which it may incur by so doing.
The Security Trustee may or, in certain circumstances, shall agree to modifications, waiver or
authorisations without the Noteholders’ prior consent
Pursuant to the terms of the Trust Deed, the Security Trustee may agree without the consent of the
Noteholders to (i) any modification of any of the provisions of the Trust Deed, the Notes or any other
Transaction Document which is of a formal, minor or technical nature or is made to correct a manifest error,
and (ii) any other modification, and any waiver or authorisation of any breach or proposed breach, of any of
the provisions of the Trust Deed, the Notes or any other Transaction Document which is in the opinion of the
Security Trustee not materially prejudicial to the interests of the Noteholders, provided that a Credit Rating
Agency Confirmation in respect of each Credit Rating Agency is available in respect of such modification,
authorisation or waiver. Any such modification, authorisation or waiver shall be binding on the Noteholders
and other Secured Creditors and, if the Security Trustee so requires, such modification shall be notified to
the Noteholders in accordance with Condition 13 as soon as practicable thereafter.
The Security Trustee shall agree with the other parties to any Transaction Document, without the consent of
the Noteholders, to any modification of the relevant Transaction Documents (including the Swap
Agreement) in order to enable the Issuer and/or the Swap Counterparty to comply with any obligation which
applies to it under Articles 9, 10 and 11 of Regulation (EU) 648/2012 of the European Parliament and of the
Council on OTC derivatives, central counterparties and trade repositories dated 4 July 2012 (including,
without limitation, any associated regulatory technical standards and advice, guidance or recommendations
from relevant supervisory regulators) (the EMIR Requirements) or any other obligation which applies to it
under the EMIR Requirements and/or any new regulatory requirements, subject to receipt by the Security
Trustee of a certificate of the Issuer or the Swap Counterparty certifying to the Security Trustee that the
amendments requested by the Issuer or the Swap Counterparty, as the case may be, are to be made solely for
the purpose of enabling the Issuer or the Swap Counterparty, as the case may be, to satisfy its requirements
65
under EMIR, provided that the Security Trustee shall not be obliged to agree to any modification which, in
the reasonable opinion of the Security Trustee, would have the effect of (i) exposing the Security Trustee to
any additional liability or (ii) adding to or increasing the obligations, liabilities or duties, or decreasing the
protections, of the Security Trustee in respect of the Notes, the relevant Transaction Documents and/or the
Conditions, and further provided that the Security Trustee has received written confirmation from the Swap
Counterparty in respect of the Swap Agreement that it has consented to such amendment.
The Security Trustee shall agree with the other parties to any Transaction Document, without the consent of
the Noteholders, to any modification of the relevant Transaction Documents in order to enable the Issuer to
comply with any obligation which applies to it under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, and in particular the third
subparagraph of Article 8b(3) thereof and Commission Delegated Regulation (EU) 2015/3 (including,
without limitation, any associated regulatory technical standards and advice, guidance or recommendations
from relevant supervisory regulators) (the CRA3 Requirements), including any requirements imposed by
any proposed Simple, Transparent and Standardised Securitisation regulation (the STS Regulation)
proposed by the European Commission or any other obligation which applies to it under the CRA3
Requirements, the STS Regulation and/or any new regulatory requirements, subject to receipt by the Security
Trustee of a certificate of the Issuer certifying to the Security Trustee that the amendments requested by the
Issuer are to be made solely for the purpose of enabling the Issuer to satisfy its requirements under the CRA3
Requirements the STS Regulation and/or any new regulatory requirements, provided that the Security
Trustee shall not be obliged to agree to any modification which, in the reasonable opinion of the Security
Trustee, would have the effect of (i) exposing the Security Trustee to any additional liability or (ii) adding to
or increasing the obligations, liabilities or duties, or decreasing the protections, of the Security Trustee in
respect of the Notes, the relevant Transaction Documents and/or the Conditions. Each other party to any
relevant Transaction Document shall cooperate to the extent reasonably practicable with the Issuer in
amending such Transaction Documents to enable the Issuer to comply with the CRA3 Requirements and/or
the STS Regulation and/or new regulatory requirements.
The Security Trustee shall also agree with the other parties to any Transaction Document, without the
consent of the Noteholders, to any modification of the relevant Transaction Documents (including the Swap
Agreement) for the purpose of complying with, or implementing or reflecting, any change in the criteria of
one or more of the Credit Rating Agencies which may be applicable from time to time, provided that in
relation to any such amendment:
(i) the Issuer certifies in writing to the Security Trustee that such modification is
necessary to comply with such criteria or, as the case may be, is solely to implement
and reflect such criteria; and
(ii) in the case of any modification to a Transaction Document proposed by any of the
Collection Foundation Account Provider, the Issuer Account Bank the Swap
Collateral Custodian or the Swap Counterparty in order (x) to remain eligible to
perform its role in such capacity in conformity with such criteria and/or (y) to avoid
taking action which it would otherwise be required to take to enable it to continue
performing such role (including, without limitation, posting collateral or advancing
funds):
(A) the party proposing the modification to a Transaction Document certifies in

writing to the Issuer and the Security Trustee that such modification is
necessary for the purposes described in paragraph (ii)(x) and/or (y) above
(and in the case of a certification provided to the Issuer, the Issuer shall
certify to the Security Trustee that it has received the same from such party);
66
(B)
I. the party proposing the modification to a Transaction Document, if

possible and if necessary with the cooperation of the Issuer, obtains
from each of the Credit Rating Agencies written confirmation (or
certifies in writing to the Issuer and the Security Trustee that the
Credit Rating Agencies have been informed of the proposed
modification and none of the Credit Rating Agencies has indicated
that such modification would result in a downgrade, withdrawal or
suspension of the then current ratings assigned to any Class of
Notes by such Credit Rating Agency and would not result in any
Credit Rating Agency placing any Notes on rating watch negative
(or equivalent)) that such modification would not result in a
downgrade, withdrawal or suspension of the then current ratings
assigned to any Class of Notes by such Credit Rating Agency and
would not result in any Credit Rating Agency placing any Notes on
rating watch negative (or equivalent) and, if relevant, delivers a
copy of each such confirmation to the Issuer and the Security
Trustee; or
II. the Issuer certifies in writing to the Security Trustee that the Credit
Rating Agencies have been informed of the proposed modification
and none of the Credit Rating Agencies has indicated within 30
Business Days after being informed thereof that such modification
would result in (x) a downgrade, withdrawal or suspension of the
then current ratings assigned to any Class of the Notes by such
Credit Rating Agency or (y) such Credit Rating Agency placing any
Notes on rating watch negative (or equivalent); and
III. the party proposing the modification to a Transaction Document

pays all costs and expenses (including legal fees) incurred by the
Issuer and the Security Trustee or any other Transaction Party
which is a party to such Transaction Document in connection with
such modification.
consent of the Noteholders, to any modification of the relevant Transaction Documents (including the Swap
Agreement) for the purpose of (i) complying with any changes in the requirements of Article 405 of the
CRR, Article 17 of the AIFMD, Article 51 of the AIFMR or Section 15G of the Securities Exchange Act of
1934, as added by section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, after the
Closing Date, including as a result of the adoption of regulatory technical standards in relation to the CRR or
the AIFMR or any other risk retention legislation or regulations or official guidance in relation thereto or (ii)
complying with any risk retention requirements which may replace any of the requirements of Article 405 of
the CRR, Article 17 of the AIFMD, Article 51 of the AIFMR or Section 15G of the Securities Exchange Act
of 1934, as added by section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act,
provided that the party proposing the modification to a Transaction Document, supported by the Issuer
(provided that the Issuer believes such proposal is not prejudicial to its interest) if requested by the party
proposing the modification, certifies to the Security Trustee in writing that such modification is required
solely for such purpose and has been drafted solely to such effect.
consent of the Noteholders, to any modification of the relevant Transaction Documents for the purpose of
67
enabling the Notes to be (or to remain) listed on Euronext Amsterdam, provided that the party proposing the
modification to a Transaction Document, supported by the Issuer (provided that the Issuer believes such
proposal is not prejudicial to its interest) if requested by the party proposing the modification, certifies to the
Security Trustee in writing that such modification is required solely for such purpose and has been drafted
solely to such effect.
In relation to any such proposed amendment, the Issuer is required to give at least 30 calendar days’ notice to
the Noteholders of each Class of the proposed modification in accordance with Condition 13 (Notices) and
by publication on Bloomberg on the “Company News” screen relating to the Notes. However, Noteholders
should be aware that in relation to such amendments, if Noteholders representing at least 10 per cent. of the
aggregate Principal Amount Outstanding of the Most Senior Class then outstanding have not contacted the
Security Trustee in writing (or otherwise in accordance with the then current practice of any applicable
clearing system through which such Notes may be held) within such notification period notifying the
Security Trustee that such Noteholders do not consent to the modification, the modification will be passed
without Noteholder consent.
In relation to any proposed amendment each of the Issuer and the Security Trustee is entitled to incur
reasonable costs to obtain advice from external advisers in relation to such proposed amendment. This may
ultimately have a negative impact on the ability of the Issuer to perform its obligations under the Notes.
If Noteholders representing at least 10 per cent. of the aggregate Principal Amount Outstanding of the Most
Senior Class then outstanding have notified the Issuer or the Paying Agent in writing (or otherwise in
accordance with the then current practice of any applicable clearing system through which such Notes may
be held) within the notification period referred to above that they do not consent to the modification, then
such modification will not be made unless an Extraordinary Resolution of the Noteholders of the Most
Senior Class then outstanding is passed in favour of such modification in accordance with Condition 14
(Modifications, waiver, authorisations).
The full requirements in relation to any modification for the purpose of complying with, or implementing or
reflecting, any change in the criteria of one or more of the Credit Rating Agencies which may be applicable
from time to time is set out in Condition 14(e).
The Swap Counterparty’s prior written consent is required for certain modifications, waivers or
authorisations
Pursuant to the terms of the Trust Deed the Swap Counterparty’s prior written consent is required for
waivers, modifications or amendments, or consents to waivers, modifications or amendments involving
certain Transaction Documents, including the Trust Deed and the Conditions, if these would affect –
generally speaking – the position of the Swap Counterparty. See in more detail section 4.1 (Terms and
Conditions), Condition 14 (Modifications, waiver, authorisations). Therefore, the Swap Counterparty can
prevent modifications of the relevant Transaction Documents even if the Security Trustee agrees with such
modifications. The Security Trustee’s consent is also required for the modification of any Transaction
Document by the Issuer, such as in the case of a resolution taken by the Noteholders to that effect, and such
consent is also subject to the Swap Counterparty’s prior written consent in the circumstances set out in
Condition 14(e). Consequently, even if the Noteholders of a Class have resolved to modify a relevant
Transaction Document, the Swap Counterparty can prevent such modification.
Risks for Dutch taxation of the Notes
For Dutch corporate income tax purposes, the Issuer is considered to function as an agent, and is as such
only taxed on a small agency fee income. Non-Dutch resident Noteholders should only become subject to
Dutch taxes on income and gains derived from the Notes in the situations described in Section 4.6 (Taxation
68
in the Netherlands) of this Prospectus. There is a risk that the Dutch tax authorities may argue that the Class
RS Noteholders could be considered to carry on an enterprise by way of a permanent establishment or
representative located in the Netherlands by reason of the Mortgage Receivables being serviced and
managed in the Netherlands by the Servicer and by the Portfolio Manager, as a result of which income and
gains derived from the Notes held by the Class RS Noteholders would be taxable in the Netherlands. The
Issuer has been advised that the risk for such taxation in the Netherlands is in practice very small.
No obligation for the Issuer to compensate Noteholders for any tax withheld on behalf of any tax
authority
As provided in Condition 7, if withholding of, deduction for, or taking account of any present or future taxes,
duties, assessments or changes of whatever nature, taxes are imposed by or on behalf of the Netherlands, any
authority therein or thereof having the power to tax, the Issuer will make the required withholding or
deduction of such taxes, duties, assessments or charges for the account of the Noteholders, as required, and
shall not be obliged to pay any additional amounts to the Noteholders.
In addition thereto it is noted that if a Tax Call Option Event occurs, the Issuer may want to exercise the Tax
Call Option. However if the Issuer does not find a party willing to pay the Tax Call Option Minimum
Required Purchase Price for the Mortgage Receivables, the Issuer cannot sell and assign the Mortgage
Receivables and as a consequence the Notes will remain outstanding after the occurrence of a Tax Call
Option Event and the Noteholders may experience losses under the Notes.
In certain circumstances, the Issuer and the Noteholders may be subject to U.S. withholding tax under
FATCA
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a
foreign financial institution (as defined by FATCA) may be required to withhold on certain payments it
makes (foreign passthru payments) to persons that fail to meet certain certification, reporting or related
requirements. The Issuer may be a foreign financial institution for these purposes. A number of jurisdictions
(including the Netherlands) have entered into, or have agreed in substance to, intergovernmental agreements
with the United States to implement FATCA (IGAs), which modify the way in which FATCA applies in
their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial institution in an
IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it
makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the
Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to
payments on instruments such as Notes, are uncertain and may be subject to change. Even if withholding
would be required pursuant to FATCA or an IGA with respect to payments on instruments such as Notes,
such withholding would not apply prior to 1 January 2019 and Notes issued on or prior to the date that is six
months after the date on which final regulations defining foreign passthru payments are filed with the U.S.
Federal Register generally would be grandfathered for purposes of FATCA withholding unless materially
modified after such date.
If an amount in respect of FATCA Withholding were to be deducted or withheld either from amounts due to
the Issuer or from interest, principal or other payments made in respect of the Notes, neither the Issuer nor
any paying agent nor any other person would, pursuant to the conditions of the Notes, be required to pay
additional amounts as a result of the deduction or withholding.
FATCA is particularly complex and its application is not fully certain at this time. The above
description is based in part on regulations, official guidance and the U.S.-Netherlands IGA, all of
which are subject to change or may be implemented in a materially different form. Prospective
investors should consult their own tax advisers on how these rules may apply to the Issuer and to
payments they may receive in connection with the Notes.
69
Regulatory initiatives may have an adverse impact on the regulatory treatment of the Notes
In Europe, the United States and elsewhere there is increased political and regulatory scrutiny of the asset-
backed securities industry. This has resulted in a raft of measures for increased regulation which are
currently at various stages of implementation and which may have an adverse impact on the regulatory
position for certain investors in securitisation exposures and/or on the incentives for certain investors to hold
asset-backed securities, and may thereby affect the liquidity of such securities. Investors in the Notes are
responsible for analysing their own regulatory position and none of the Issuer, the Joint Lead Managers, the
Arranger or the Seller makes any representation to any prospective investor or purchaser of the Notes
regarding the regulatory treatment of their investment on the Closing Date or at any time in the future.
Investors should, among other things, be aware of the EU risk retention and due diligence requirements
which currently apply, or are expected to apply in the future, in respect of various types of EU regulated
investors including credit institutions, authorised alternative investment fund managers, investment firms,
insurance and reinsurance undertakings and UCITS funds. Amongst other things, such requirements restrict
a relevant investor from investing in asset-backed securities unless (i) that investor is able to demonstrate
that it has undertaken certain due diligence in respect of various matters including its note position, the
underlying assets and (in the case of certain types of investors) the relevant sponsor or originator and (ii) the
originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the
investor that it will retain, on an on-going basis, a net economic interest of not less than 5 per cent. in respect
of certain specified credit risk tranches or asset exposures. Failure to comply with one or more of the
requirements may result in various penalties including, in the case of those investors subject to regulatory
capital requirements, the imposition of a penal capital charge on the notes acquired by the relevant investor.
Aspects of the requirements and what is or will be required to demonstrate compliance to national regulators
remain unclear.
In the United States, Section 941 of the Dodd-Frank Act amended the Exchange Act to require the
“securitizer” of asset-backed securities to retain at least 5 per cent. of the credit risk to the assets
collateralizing the asset-backed securities.
The risk retention and due diligence requirements described above apply, or are expected to apply, in respect
of the Notes. With respect to the commitment of the Seller to retain a material net economic interest in the
securitisation and with respect to the information to be made available by the Issuer or another relevant
party, please see the statements set out in Section 4.4 (Regulatory and Industry Compliance) and Section 8
(General) for more details. Relevant investors are required to independently assess and determine the
sufficiency of the information described above for the purposes of complying with any relevant
requirements.
It should be noted that the European authorities have reached political agreement on two new regulations
related to securitisation. The regulations are in the process of being formally adopted and are intended to
apply in general from 1 January 2019. Amongst other things, the regulations include provisions intended to
implement the revised securitisation framework developed by the Basel Committee on Banking Supervision
(the Basel Committee) (with adjustments) and provisions intended to harmonise and replace the risk
retention and due diligence requirements (including the corresponding guidance provided through technical
standards) applicable to certain EU regulated investors. While the final texts are not yet available, there will
be material differences between the coming new requirements and the current requirements including with
respect to application approach under the retention requirements and the originator entities eligible to retain
the required interest. It is expected that securitisations established prior to the application date of 1 January
2019 and that do not involve the issuance of securities (or otherwise involve the creation of a new
securitisation position) from that date will remain subject to the current risk retention and due diligence
requirements and will not be subject to the revised requirements in general, although this will depend on the
specific drafting of the relevant provisions included in the final text.
70
Prospective investors should therefore make themselves aware of the changes and requirements described
above (and any corresponding implementing rules of their regulator), where applicable to them, in addition
to any other applicable regulatory requirements with respect to their investment in the Notes. The matters
described above and any changes to the regulation or regulatory treatment of the Notes for some or all
investors may negatively impact the regulatory position of individual investors and, in addition, have a
negative impact on the price and liquidity of the Notes in the secondary market.
Implementation of and/or changes to Basel III and Solvency II may affect the regulatory capital
requirements and/or the liquidity associated with a holding of the Notes for certain investors
In Basel III, the Basel Committee has made significant amendments to Basel II which aim at a substantial
strengthening of capital rules, including new capital and liquidity requirements intended to reinforce capital
standards and to establish minimum liquidity standards and a maximum leverage ratio for financial
institutions. The changes refer to, amongst other things, new requirements for the capital base, measures to
strengthen the capital requirements for counterparty credit exposures arising from certain transactions and
the introduction of a leverage ratio as well as short-term and longer-term standards for funding and liquidity
(referred to as the Liquidity Coverage Ratio and the Net Stable Funding Ratio, respectively). Member
countries are required to implement the new capital standards and the new Liquidity Coverage Ratio as soon
as possible (with provision for phased implementation, meaning that the measures will not apply in full until
January 2019), the new Liquidity Coverage Ratio from January 2015 and the Net Stable Funding Ratio from
January 2018. The European authorities have indicated that they support Basel III in general. The capital
rules of Basel III have been implemented through CRD IV, which replaced the directives 2006/48/EC and
2006/49/EC, as amended by directive 2009/111/EC. CRD IV entered into force on 1 January 2014, with full
implementation by January 2019. However, CRD IV allows individual Member States to implement a
stricter definition and/or level of capital more quickly than is envisaged under Basel III. On 1 August 2014,
CRD IV was implemented in Dutch legislation.
In December 2013, the Basel Committee issued a second consultative document on revisions to the
securitisation framework, including draft standards text. The second consultative document follows the first
consultative document published in December 2012. The major changes in the second consultative document
in relation to the first consultative document include (i) changes to the hierarchy of approaches and (ii)
changes to calibration and other clarifications (including the proposal of the Basel Committee to set a 15 per
cent. risk-weight floor for all approaches, instead of the 20 per cent. floor originally proposed). Comments
on the consultative document and the proposed standards text were due on 21 March 2014.
In December 2014, the Basel Committee published a final document presenting the revised securitisation
framework (the Final Document) to address a number of shortcomings in the Basel II securitisation
framework and to strengthen the capital standards for securitisation exposures held in the banking book. No
significant changes were made to the hierarchy of approaches relative to the hierarchy proposed in the
second consultative document. The main changes in the Final Document in relation to the second
consultative document include (i) the incorporation of tranche maturity as an additional risk driver and the
application of a haircut in order to smooth the impact of maturity on capital charges when legal maturity is
used, (ii) the reduction of the risk weights for longer-maturity tranches assigned under the securitisation
external ratings-based approach and (iii) the abandonment of a proposal to include a granularity adjustment
in respect of credit ratings.
On 11 July 2016, the Basel Committee published an updated standard for the regulatory capital treatment of
securitisation exposures. By including the regulatory capital treatment for simple, transparent and
comparable securitisations (STC securitisations, the Basel Committee's equivalent for securitisations under
the STS Regulation), this standard amends the Basel Committee's 2014 capital standards for securitisations.
The updated standard published on 11 July 2016 sets out additional criteria for differentiating the capital
treatment of STC securitisations from that of other securitisation transactions. The additional criteria, for
71
example, exclude transactions in which the standardised risk weights for the underlying assets exceed certain
levels. From the updated standard it also follows that the risk weight for senior exposures under a STC
securitisation has scaled down from 15 per cent. to 10 per cent.
Furthermore, pursuant to the directive of the European Parliament and of the Council of the European Union
of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency
II), more stringent rules have applied for European insurance companies since January 2016 in respect of
instruments such as the Notes in order to qualify as regulatory capital (toetsingsvermogen c.q.
solvabiliteitsmarge). On 18 January 2015, the Solvency II Regulation entered into force. The implementing
rules set out more detailed requirements for individual insurance undertakings as well as for groups, based
on the provisions set out in Solvency II.
Basel II, Basel III and Solvency II to an even greater extent, affect the risk-weighting of the Notes in respect
of certain investors if those investors are regulated in a manner which will be affected by these rules.
Consequently, prospective investors should consult their own advisers as to the consequences of and the
effect on them of the application of Basel II, Basel III and Solvency II, as implemented by their own
regulator, to their holding of any Notes. It cannot be excluded that further amendments will be proposed and
will have to be implemented in the legislation of the relevant EU Member States which may have a further
impact on, among other things, the risk weighting, liquidity and value of the Notes. Neither the Issuer, the
Joint Lead Managers nor the Security Trustee are responsible for informing Noteholders of the effects on the
changes to risk, weighting of the Notes which may result, among other reasons, from the adoption by their
own regulator of Basel II, Basel III or Solvency II (whether or not in its current form or otherwise).
Applicability of risk retention and due diligence requirements
Investors should also be aware of Article 17 of the AIFMD, as supplemented by the AIFMR, which took
effect on 22 July 2013. The provisions of Section 5 of Chapter III of the AIFMR provide for risk retention
and due diligence requirements in respect of alternative investment fund managers that are required to
become authorised under the AIFMD and which assume exposure to the credit risk of a securitisation on
behalf of one or more alternative investment funds. While such requirements are similar to those which
apply under Part 5 of the CRR, they are not identical and, in particular, additional due diligence obligations
apply to the relevant alternative investment fund managers.
As at the Closing Date, the Retention Holder in its capacity as the “originator” within the meaning of article
405 CRR has separately undertaken to the Issuer, the Security Trustee, the Seller, the Arranger and the Joint
Lead Managers that it will comply with the EU Risk Retention Requirements, by holding no less than 5 per
cent. of the nominal value of each of the Classes of Notes sold or transferred to investors. In addition, the
Retention Holder shall provide Noteholders with all relevant information that such Noteholders may require
to comply with their obligations under the applicable provisions of the CRR, the AIFMR and the Solvency II
Regulation, including to make appropriate disclosures, or to procure that appropriate disclosures are made, to
Noteholders about the retained net economic interest in the securitisation transaction and to ensure that the
Noteholders have readily available access to all materially relevant data. The Retention Holder has been
advised that it may be classified as an ‘originator’ within the meaning of Article 405-410 of the CRR, Article
51 of the AIFMR and Article 254 of the Solvency II Regulation and may satisfy the requirement to retain a
five (5) per cent. or higher net economic interest in the transaction. For the purpose of this risk factor, all
such requirements, together with Part 5 of the CRR, Section 5 of Chapter III of the AIFMR and Chapter VIII
of Title I of the Solvency II Regulation, are referred to as the Securitisation Retention Requirements.
Although the European Banking Authority report on securitisation risk retention, due diligence and
disclosure dated 22 December 2014 and the legislative proposals of the European Commission relating to the
draft securitisation regulation published on 30 September 2015 as amended by the EU Council Compromise
achieved in December 2015 provide further guidance on the Securitisation Retention Requirements there
72
remains considerable uncertainty with respect to the Securitisation Retention Requirements and it is not clear
what will be required to demonstrate compliance to national regulators. Investors who are uncertain as to the
requirements that will need to be complied with in order to avoid the additional regulatory charges for non-
compliance with the Securitisation Retention Requirements should seek guidance from their regulator.
Similar requirements to those set out in the Securitisation Retention Requirements are expected to be
implemented for other EU regulated investors (such as investment firms and certain hedge fund managers) in
the future.
The Securitisation Retention Requirements and due diligence requirements described above and any other
changes to the regulation or regulatory treatment of the Notes may for some or all investors negatively
impact the regulatory position of individual investors and, in addition, have a negative impact on the price
and liquidity of the Notes in the secondary market.
Risk relating to European Market Infrastructure Regulation (EMIR)
The Issuer will be entering into the Swap Agreement which is an interest rate swap transaction.
Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC
derivatives, central counterparties and trade repositories (EMIR) which entered into force on 16 August
2012 establishes certain requirements for OTC derivatives contracts, including a mandatory clearing
obligation, margin posting and other risk-mitigation techniques for OTC derivatives contracts not cleared by
a central counterparty, and reporting and record-keeping requirements.
Under EMIR, (i) financial counterparties and (ii) non-financial counterparties whose positions, together with
the positions of all other non-financial counterparties in its "group" (as defined in EMIR), in OTC derivatives
(excluding hedging positions) exceed a specified clearing threshold ((i) and (ii) together, the In-scope
Counterparties), must clear OTC derivatives contracts that are entered into on or after the effective date for
the clearing obligation for that counterparty pair and class of derivatives (the Clearing Start Date). In
addition, some market participants will have to, from the relevant Clearing Start Date, clear relevant
transactions entered into during a given period leading up to the relevant Clearing Start Date, a requirement
known as “frontloading”. Contracts which are declared subject to the clearing obligation will have to be
cleared through an authorised or recognised central counterparty (CCP) when they trade with each other or
with equivalent third country entities unless an exemption applies. Subject to certain conditions, intragroup
transactions will not be subject to the clearing obligation. At this moment CCPs have been authorised to
offer services and activities in the European Union in accordance with EMIR and following the entry into
force on 21 December 2015 of the delegated regulation (the IRS Clearing RTS) relating to the introduction
of the mandatory clearing obligation for certain interest rate swap transactions in USD, EUR, GBP and JPY
(G4 IRS Contracts), there is now a concrete timeframe for the first classes of transactions subject to
mandatory clearing and frontloading. The IRS Clearing RTS include a further categorisation of in-scope
counterparties by splitting in-scope counterparty types into Category 1, 2, 3 and 4. This further categorisation
impacts the relevant Clearing Start Date and whether frontloading applies. The clearing obligation for this
first wave of contracts started from 21 June 2016 for Category 1 counterparties, from 21 December 2016 for
Category 2 counterparties and from 21 June 2017 for Category 3 counterparties and will start from 21
December 2018 for Category 4 counterparties. The Swap Agreement will likely qualify as an OTC derivative
having a conditional notional amount. However, OTC derivatives contracts that are not cleared by a central
counterparty are subject to certain other risk management procedures, including arrangements for timely
confirmation of OTC derivatives contracts, portfolio reconciliation, dispute resolution and arrangements for
monitoring the value of outstanding OTC derivatives contracts. Certain of these risk mitigation requirements
impose obligations on the Issuer in relation to the Swap Agreement. EMIR also contains requirements with
respect to margining, and the regulatory technical standards relating to the collateralisation obligations in
respect of OTC derivatives contracts which are not cleared are now in force. The obligation for In-scope
Counterparties to margin uncleared OTC derivatives contracts is being phased in from the first quarter of
73
2017 with variation margin obligations applying to all transactions entered into by In-scope Counterparties
from 1 March 2017. In addition, under EMIR, counterparties must report all their OTC and exchange traded
derivatives contracts to an authorised or recognised trade repository or to ESMA. The Swap Counterparty
undertakes that it shall ensure that the details of the Swap Transaction will be reported to the trade
repository. If the Swap Counterparty is subject to the variation margin obligations, it must in principle
request its counterparty to post variation margin, unless it provided in its risk management procedures that
no collateral is exchanged in relation to non-centrally cleared OTC derivative contracts entered into with
non-financial counterparties that do not meet the conditions of Article 10(1)(b) of EMIR in accordance with
Article 24 of Commission Delegated Regulation (EU) 2016/2251. If a Swap Counterparty is subject to a
regulatory regime other than EMIR, the categorisation of the Issuer under such regime may not be the same
as the Issuer’s categorisation under EMIR and therefore the Issuer may be subject to margining
requirements. For example, if a Swap Counterparty is subject to the margin requirements adopted by the US
Commodity Futures Trading Commission pursuant to the US Commodity Exchange Act § 4s(e) or those
adopted by one of the US prudential regulators pursuant to the US Commodity Exchange Act § 4s(e) and the
US Securities Exchange Act of 1934 § 15F(e), the Issuer is likely to be categorised as a “financial end user”
and the Swap Counterparty will therefore be required (unless any exemption or exclusion applies) to collect
variation margin from, and post variation margin to, the Issuer.
EMIR may, among other things, lead to more administrative burdens and higher costs for the Issuer. In
addition, there is a risk that the Issuer’s position in derivatives according to EMIR exceeds the clearing
threshold and/or is included in the classes of OTC derivatives that are subject to the clearing obligation and,
consequently, the Swap Agreement may become subject to clearing and margining requirements. This could
lead to higher costs or complications in the event that the Issuer is required to enter into a replacement swap
agreement or when the Swap Agreement is amended.
Pursuant to Article 12(3) of EMIR any failure by a party to comply with the rules under Title II of EMIR
should not make the Swap Transaction invalid or unenforceable. However, if any party fails to comply with
the rules under EMIR it may be liable for a fine. If such a fine is imposed on the Issuer, the Issuer may have
insufficient funds to pay its liabilities in full.
It should also be noted that certain amendments to EMIR are contemplated. In particular, whilst the STS
Regulation contemplates that OTC derivative contracts entered into by securitisation special purpose
vehicles (SSPEs) similar to the Issuer should not be subject to the clearing obligation provided that certain
conditions are met, a proposal published by the European Commission on 4 May 2017 to amend EMIR
suggests that SSPEs similar to the Issuer should be reclassified as financial counterparties for the purposes of
EMIR. At this time, the extent to which such proposals will be reflected in the final STS Regulation or an
amended version of EMIR and the timeline of any applicable changes remain unclear. In addition, any
grandfathering provisions regulating the compliance position of swap transactions entered into prior to
adoption of any proposed amendments to EMIR is uncertain. No assurances can be given as to the status of
the Issuer following any proposed amendments to EMIR which could lead to some or all of the potentially
adverse consequences outlined above.
Legal investment considerations may restrict certain investments in the Notes
The investment activities of certain investors are subject to investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) the Notes are legal investments for such potential investor, (2) the Notes can
be used as collateral for various types of borrowing and (3) other restrictions apply to such potential
investor’s purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the
appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk based
capital or similar rules. A failure to consult may lead to damages being incurred or a breach of applicable law
by the investor.
74
Risk that the ratings of the Notes changes
The ratings to be assigned to the Notes (other than the Class F Notes and the Class RS Notes) by the Credit
Rating Agencies are based, among other things, on the value and cash flow generating ability of the
Mortgage Receivables and other relevant structural features of the transaction, and reflect only the view of
each of the Credit Rating Agencies. There is no assurance that any such credit rating will continue for any
period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by any of the
Credit Rating Agencies if, in any of the Credit Rating Agencies’ judgement, circumstances so warrant. The
Issuer does not have an obligation to maintain the credit ratings assigned to the Notes.
Credit ratings may not reflect all risks
The credit ratings assigned by Fitch address the likelihood of (i) (a) in respect of the Class A Notes and the
Class B Notes and, if such Class is the Most Senior Class of Notes then outstanding, the Class C Notes, the
Class D Notes and the Class E Notes full and timely payment of interest (other than the Subordinated
Extension Payment Amount) on each Notes Payment Date and (b) in respect of the Class C Notes, the Class
D Notes and the Class E Notes if such Class is not the Most Senior Class of Notes then outstanding full
payment of interest (other than the Subordinated Extension Payment Amount) by a date that is not later than
the Final Maturity Date and (ii) in respect of the Floating Rate Notes other than the Class F Notes, full
payment of principal due to the holders of such Notes by a date that is not later than the Final Maturity Date.
The credit ratings assigned by Moody’s address the expected loss posed to investors by the legal final
maturity. The assigned ratings address timely payment of interest for the Class A Notes, the Class B Notes
and the Class C Notes, ultimate payment of interest (but for avoidance of doubt not the Subordinated
Extension Payment Amount) on or before the rated final legal maturity date for the Class D Notes and the
Class E Notes and ultimate payment of principal at par on or before the rated final legal maturity date for all
rated Notes. The credit ratings of the Notes do not provide any certainty nor guarantee. The credit ratings
assigned by Fitch and Moody’s do not address the likelihood that the Notes will be redeemed in full on any
Optional Redemption Date. The Class F Notes and the Class RS Notes will not be assigned a credit rating.
Any decline in the credit ratings of the Notes or changes in credit rating methodologies may affect the
market value of the Notes. Furthermore, the credit ratings may not reflect the potential impact of all rights
relating to the structure, market, additional factors discussed above or below, or other factors that may affect
the value of the Notes.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning credit rating organisation if in its judgment, the
circumstances (including a reduction in, or withdrawal of, the credit rating of the Issuer Account Bank, the
Swap Collateral Custodian or the Swap Counterparty) in the future so require. A deterioration of the credit
quality of any of the Issuer’s counterparties might have an adverse effect on the credit rating of the Notes.
Risk related to unsolicited ratings on the Notes
Other credit rating agencies that have not been engaged to rate the Notes by the Issuer may issue unsolicited
credit ratings on the Notes at any time. Any unsolicited ratings in respect of the Notes may differ from the
ratings expected to be assigned by Fitch and Moody’s and may not be reflected in this Prospectus. Issuance
of an unsolicited rating which is lower than the ratings assigned by Fitch and Moody’s in respect of the
Notes may adversely affect the market value and/or the liquidity of the Notes.
Risk related to confirmations from Credit Rating Agencies and Credit Rating Agency Confirmations
A credit rating is an assessment of credit risk and does not address other matters that may be of relevance to
the Noteholder. A confirmation from a Credit Rating Agency regarding any action proposed to be taken by
75
the Security Trustee and the Issuer does not, for example, confirm that such action (i) is permitted by the
terms of the Transaction Documents or (ii) is in the best interests of, or not prejudicial to, the Noteholders.
While Noteholders are entitled to have regard to the fact that the Credit Rating Agencies have confirmed that
the then current credit ratings of the relevant Class of Notes would not be adversely affected, a confirmation
from the relevant Credit Rating Agency does not impose or extend any actual or contingent liability on the
Credit Rating Agencies to the Noteholders, the Issuer, the Security Trustee or any other person or create any
legal relationship between the Credit Rating Agencies and the Noteholders, the Issuer, the Security Trustee
or any other person whether by way of contract or otherwise.
Any confirmation from the relevant Credit Rating Agency may or may not be given at the sole discretion of
each Credit Rating Agency. It should be noted that, depending for example on the timing of delivery of the
request and any information it is necessary to provide as part of any such request, it may be the case that a
Credit Rating Agency cannot provide a confirmation in the time available or at all, and the relevant Credit
Rating Agency shall not be responsible for the consequences thereof. Confirmation, if given by the relevant
Credit Rating Agency, will be given on the basis of the facts and circumstances prevailing at the relevant
time and in the context of cumulative changes to the transaction of which the securities form part from the
Closing Date.
A confirmation from the relevant Credit Rating Agency represents only a restatement or confirmation of the
opinions given as at the Closing Date and cannot be construed as advice for the benefit of any parties to the
transaction.
Furthermore, it is noted that the defined term “Credit Rating Agency Confirmation” as used in this
Prospectus and the Transaction Documents and which is relied upon by the Security Trustee, does not only
refer to the situation where the Security Trustee has received a confirmation from each Credit Rating Agency
that the then current ratings of the Notes will not be adversely affected by or withdrawn as a result of the
relevant matter (a confirmation), but also includes:
- if no confirmation is forthcoming from any Credit Rating Agency, a written indication, by whatever
means of communication, from such Credit Rating Agency that it does not have any (or any further)
comments in respect of the relevant matter (an “indication”), or
- if no confirmation and no indication is forthcoming from any Credit Rating Agency and such Credit
Rating Agency has not communicated that the then current ratings of the Notes will be adversely
affected by or withdrawn as a result of the relevant matter or that it has comments in respect of the
relevant matter: (i) a written communication, by whatever means, from such Credit Rating Agency
that it has completed its review of the relevant matter and that in the circumstances (x) it does not
consider a confirmation required or (y) it is not in line with its policies to provide a confirmation; or
(ii) if such Credit Rating Agency has not communicated that it requires more time or information to
analyse the relevant matter, evidence that 30 days have passed since such Credit Rating Agency was
notified of the relevant matter and that reasonable efforts were made to obtain a confirmation or an
indication from such Credit Rating Agency (see Glossary of defined terms).
Thus, Noteholders incur the risk of losses under the Notes when relying solely on a Credit Rating Agency
Confirmation, including on a confirmation from each Credit Rating Agency that the then current ratings of
the Notes will not be adversely affected by or withdrawn as a result of the relevant matter.
The Credit Rating Agencies may change their criteria and methodologies and it may therefore be required
that the Transaction Documents be restructured in connection therewith to prevent a downgrade of the credit
ratings assigned to the Notes. There is, however, no obligation for any party to the Transaction Documents,
including the Issuer, to cooperate with or to initiate or propose such a restructuring. A failure to restructure
the transaction may lead to a downgrade of the credit ratings assigned to the Notes.
76
Forecasts and estimates
This Prospectus contains forecasts and estimates which constitute forward-looking statement. Such
statements appear in a number of places in this Prospectus. These forward-looking statements can be
identified by the use of forward-looking terminology, such as the words “estimates”, “goals”, “targets”,
“predicts”, “forecasts”, “aims”, “believes”, “expects”, “may”, “will”, “continues”, “intends”, “plans”,
“should”, “could” or “anticipates”, or similar terms. These statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results and performance of the Notes, the
Seller or the Dutch residential mortgage loan industry to differ materially from any future results or
performance expressed or implied in the forward-looking statements and estimate. These risks, uncertainties
and other factors include, among other things: general economic and business conditions in and outside the
Netherlands; currency exchange and interest rate fluctuations; government, statutory, regulatory or
administrative initiatives affecting the Seller; changes in business strategy, lending practices or customer
relationships; and other factors that may be referred to in this Prospectus. Moreover, past financial
performance should not be considered a reliable indicator of future performance and prospective purchasers
of the Notes are cautioned that any such statements are not guarantees of performance and involve risks and
uncertainties, many of which are beyond the control of the Issuer. Some of the most significant of these
risks, uncertainties and other factors are discussed under this section Risk Factors, and you are encouraged to
consider those factors carefully prior to making an investment decision. The Arranger, the Joint Lead
Managers, the Seller and the Security Trustee have not attempted to verify any such statements, nor do they
make any representations, express or implied, with respect thereto. Without prejudice to any requirements
under applicable laws and regulations, the Issuer expressly disclaims any obligation or undertaking to
disseminate after the date of this Prospectus any updates or revisions to any forward-looking statements
contained herein to reflect any change in expectations thereof or any change in events, conditions or
circumstances on which any such forward-looking statement is based.
These forward-looking statements speak only as of the date of this Prospectus. The Issuer, the Arranger and
the Joint Lead Managers expressly disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to reflect any change in the Issuer’s, the
Arranger’s and/or Joint Lead Managers’ expectations with regard thereto or any change in events, conditions
or circumstances after the date of this Prospectus on which any such statement is based. These statements
reflect the Issuer’s current views with respect to such matters.
Class A Notes may not be recognised as eligible Eurosystem collateral
The Class A Notes are intended to be held in a manner which allows Eurosystem eligibility. The Class A
Notes will upon issue be deposited with Euroclear or Clearstream, Luxembourg which are ICSDs, but this
does not necessarily mean that the Class A Notes will be recognised as Eurosystem Eligible Collateral either
upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the
Eurosystem eligibility criteria as amended from time to time. On 15 December 2010, the Governing Council
of the ECB decided to establish loan-by-loan information requirements for asset-backed securities in the
Eurosystem collateral framework. On 28 November 2012, in the guideline of the ECB of 26 November 2012
amending guideline ECB/2011/14 on monetary policy instruments and procedures of the Eurosystem
(ECB/2012/25), the ECB laid down the reporting requirements related to the loan-level data for asset-
backed securities. Such reporting requirements have applied since 3 January 2013 in the case of residential-
mortgage backed securities (RMBS). For asset-backed securities to become or to remain eligible for
Eurosystem monetary policy operations, the Eurosystem requires comprehensive and standardised loan-level
data on the pool of cash flow generating assets underlying an asset-backed security to be submitted by the
relevant parties in the asset-backed security, as set out in appendix 8 (loan level data reporting requirements
for asset-backed securities) of the guideline of the ECB of 26 November 2012 amending guideline
ECB/2011/14 on monetary policy instruments and procedures of the Eurosystem (ECB/2012/25). Non-
compliance with provision of loan-level data will lead to suspension of or refusal to grant eligibility to the
77
asset-backed security transaction in question. It has been agreed in the Administration Agreement and the
Servicing Agreement, respectively, that the Issuer Administrator or, at the instruction of the Issuer
Administrator, the Servicer shall use its best efforts to make such loan-by-loan information available. Should
such loan-by-loan information not comply with the European Central Bank’s requirements or not be
available at such time, the Class A Notes may not be recognised as Eurosystem Eligible Collateral. The
Classes of Notes, other than the Class A Notes, are not intended to be held in a manner which allows
Eurosystem eligibility. Application has been made to Euronext Amsterdam for the Notes to be admitted to
the official list and trading on its regulated market on or about the Closing Date. However, there is no
assurance that the Notes will be admitted to the official list and trading on the regulated market of Euronext
Amsterdam. If the Class A Notes are not admitted to listing, they will not be recognised as Eurosystem
Eligible Collateral.
Each of the Issuer, the Seller, the Servicer, the Issuer Administrator, the Arranger and the Joint Lead
Managers gives no representation, warranty, confirmation or guarantee to any investor in the Class A Notes
that the Class A Notes will, either upon issue, or at any or at all times during their life, satisfy all or any
requirements for Eurosystem eligibility and be recognised as Eurosystem Eligible Collateral. Any potential
investor in the Class A Notes should make its own conclusions and seek its own advice with respect to
whether or not the Class A Notes constitute Eurosystem Eligible Collateral.
Proposed and new legislation dealing with ailing financial institutions give regulators resolution
powers which may result in losses to, or otherwise affect rights of, Noteholders and/or may affect
credit ratings assigned to the Notes
The Wft contains far-reaching intervention powers for (i) DNB with regard to a bank or insurer and (ii) the
Minister of Finance with regard to amongst others a bank or insurer, in particular. These powers include
(amongst others) (i) powers for DNB with respect to a bank which it deems to be potentially in financial
trouble, to procure that all or part of the deposits held with such bank and/or other assets and liabilities of
such bank, are transferred to a third party and (ii) extensive powers for the Minister of Finance to intervene
at financial institutions if the Minister of Finance deems this necessary to safeguard the stability of the
financial system. In order to increase the efficacy of these intervention powers, the Wft contains provisions
restricting the ability of the counterparties of a bank or insurer to invoke (i) certain contractual provisions
without prior DNB consent or (ii) notification events, which are triggered by the bank or insurer being the
subject of certain events or measures pursuant to the Wft (gebeurtenis) or being the subject of any similar
event or measure under foreign law. However, subject to applicable insolvency laws, the Issuer’s right to
invoke or enforce provisions of the relevant Transaction Documents against such contracting parties falling
within the scope such as the Issuer Account Bank would in principle not be affected by the Wft if the
exercise of those Issuer’s rights is based on grounds other than the intervention by DNB or the Minister of
Finance under the Wft (for example, on the basis of a payment default or a credit ratings downgrade not
related to or resulting from intervention pursuant to the Wft).
On 6 June 2012, the European Commission issued a proposal for the Bank Recovery and Resolution
Directive (BRRD) for dealing with ailing banks. The BRRD was adopted by the Council on 6 May 2014 and
was published in the Official Journal of the EU on 12 June 2014. Furthermore, the European Parliament has
adopted Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014
establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain
investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and
amending Regulation (EU) No 1093/2010 (SRM). The SRM implements the BRRD in the participating
member states. The BRRD gives regulators powers to write down debt (or to convert such debt into equity)
of ailing banks, certain investment firms and their holding companies (but excluding insurance companies)
to strengthen their financial position and allow such institutions to-continue as a going concern subject to
appropriate restructuring. The BRRD has been implemented in the Netherlands. The Dutch Minister of
78
Finance has designated DNB as the national resolution authority under the BRRD. DNB has assumed its
duties as national resolution authority as of 1 January 2015.
Especially under the resolution phase DNB and, where applicable the Single Resolution Board, has far
reaching powers and tools. In addition to the sale of business, the bridge institution and the asset separation
tool, which resemble the powers of DNB under the Wft, the bail-in tool has been introduced, under which
eligible liabilities of a failing institution may be written down or converted. Bail-in can apply to the
institution’s capital instruments, but also other liabilities, insofar as they are not excluded. In addition, the
framework has implications for the exclusion and suspension of contractual rights and the safeguards for
contractual counterparties.
If at any time any resolution powers were used by DNB or, as applicable, the Minister of Finance, the Single
Resolution Board or any other relevant authority in relation to a counterparty of the Issuer pursuant to the
Wft, the BRRD, the SRM or otherwise, this could result in losses to, or otherwise affect the rights of,
Noteholders and/or could affect the credit ratings assigned to the Notes.
CRA Regulation
On 6 January 2015, Commission Delegated Regulation 2015/3 (Regulation 2015/3) on disclosure

requirements for the issuer, originator and sponsor of structured finance instruments was published in the
Official Journal of the EU.
Regulation 2015/3 applies from 1 January 2017, with the exception of Article 6(2), which applies from 26
January 2015 and obliges ESMA to publish on its website at the latest on 1 July 2016 the technical
instructions in accordance with which the reporting entity shall submit data files containing the information
to be reported starting from 1 January 2017. To date ESMA has not published such technical instructions.
In general, European regulated investors are restricted under the CRA Regulation from using credit ratings
for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and
registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to
transitional provisions that apply in certain circumstances while the registration application is pending. Such
general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless
the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU
rating agency is certified in accordance with the CRA Regulation (and such endorsement action or
certification, as the case may be, has not been withdrawn or suspended).
Credit ratings included or referred to in this Prospectus have been or, as applicable, may be issued by Fitch
and Moody’s each of which as at the date of this Prospectus is a credit rating agency established in the
European Community and registered under the CRA Regulation.
It should be noted that pursuant to the Administration Agreement, the Issuer Administrator has been
appointed as the reporting entity in respect of the Notes issued by the Issuer for the purposes of Article 8b of
the CRA Regulation and the corresponding implementing measures (including the disclosure, reporting and
notification requirements under articles 2 to 7 of Regulation 2015/3).
On the Signing Date, there remains uncertainty as to the potential consequences for the Issuer, related third
parties and investors that would result from any potential non-compliance by the Issuer with the CRA
Regulation.
EU directive on credit agreements for consumers relating to residential property
On 31 March 2011, the European Commission published a proposal for a directive on credit agreements
relating to residential immovable property for consumers (the Mortgage Directive). The Mortgage Directive
79
aims to create an EU-wide mortgage credit market with a high level of consumer protection and it applies to:
(a) credit agreements secured by a mortgage or comparable security commonly used in a member state of the
EU (a Member State) on residential immovable property, or secured by a right relating to residential
immovable property; (b) credit agreements the purpose of which is to finance the purchase or retention of
rights in land or in an existing or proposed residential building; and (c) extends the Consumer Credit
Directive (2008/48/EC) to unsecured credit agreements the purpose of which is to renovate residential
immovable property involving a total amount of credit above €75,000. The Mortgage Directive also applies
to buy-to-let mortgages.
The Mortgage Directive requires (among other things): standard information in advertising; standard pre-
contractual information; adequate explanations to the borrower on the proposed credit agreement and any
ancillary service; calculation of the annual percentage rate of charge in accordance with a prescribed
formula; assessment of creditworthiness of the borrower; and a right of the borrower to make early
repayment of the credit agreement. The Mortgage Directive also imposes prudential and supervisory
requirements for credit intermediaries and non-bank lenders.
The bill implementing the Mortgage Directive into the Dutch Financial Supervision Act and Book 7 of the
Dutch Civil Code was adopted by the Dutch Lower House on 8 March 2016 and approved by the Dutch
Senate on 22 March 2016. The decree implementing the Mortgage Directive into the Decree on market
conduct supervision Wft and other delegated legislation was published on 13 July 2016 the implementing
laws entered into force on 14 July 2016 and introduces new requirements for mortgage credit providers and
intermediaries in the Netherlands, which may have an effect on the Seller, the Issuer and/or the Servicer and
their respective businesses and operations.
Effects of the Volcker Rule on the Issuer
The Issuer is relying on an exclusion or exemption under the Investment Company Act other than the
exclusions contained in Section 3(c)(1) and Section 3(c)(7). The Issuer was structured so as not to constitute
a “covered fund” for purposes of the regulations adopted under Section 13 of the Bank Holding Company
Act of 1956, as amended (commonly known as the Volcker Rule). The Volcker Rule generally prohibits
“banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many
non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging
in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and
(iii) entering into certain relationships with such funds. The Volcker Rule became effective on 1 April 2014,
but was subject to a conformance period for certain funds which concluded on 21 July 2015. Under the
Volcker Rule, unless jointly determined otherwise by specified federal regulators, a “covered fund” does not
include an issuer which satisfies all of the elements of the exemption from registration under the Investment
Company Act provided by Section 3(c)(5)(c) thereunder. The general effects of the Volcker Rule remain
uncertain. Any prospective investor in the Notes, including a U.S. or foreign bank or a subsidiary or other
affiliate thereof, should consult its own legal advisers regarding such matters and other effects of the Volcker
Rule.
RISK FACTORS REGARDING THE MORTGAGE RECEIVABLES
Risk related to payments received by the Seller prior to notification of the assignment to the Issuer
Under Dutch law, assignment of the legal title of claims, such as the Mortgage Receivables, can be
effectuated by means of a notarial deed of assignment or a private deed of assignment and registration
thereof with the appropriate tax authorities, without notification of the assignment to the debtors being
required (stille cessie). The legal title of the Mortgage Receivables will be assigned on the Closing Date by
the Seller to the Issuer by way of undisclosed assignment (stille cessie) by means of a private deed of
assignment which is registered on the Closing Date with the Dutch tax authorities. The Mortgage
80
Receivables Purchase Agreement will provide that the Assignment will not be notified by the Seller or, as
the case may be, the Issuer, to the Borrowers except that notification of the assignment of the Mortgage
Receivables may be made upon the occurrence of any of the Assignment Notification Events. For a
description of these notification events reference is made to Section 7.1 (Purchase, Repurchase and Sale).
Until notification of the Assignment, the Borrowers under such Mortgage Receivables can only validly pay
the Seller in order to fully discharge their payment obligation (bevrijdend betalen) in respect thereof. If the
Seller has received any such amounts and is declared bankrupt prior to making such payments to the Issuer,
the Issuer has no right of any preference in respect of such amounts and thus has a credit risk against the
Seller in respect of such amounts.
Payments made by Borrowers to the Seller prior to notification of the Assignment, but after bankruptcy in
respect of the Seller having been declared, will be part of the Seller’s bankruptcy estate. In respect of these
payments, the Issuer will be a creditor of the relevant estate (boedelschuldeiser) and will receive payment
prior to (unsecured) creditors with ordinary claims, but after preferred creditors of the estate and after
deduction of the general bankruptcy costs (algemene faillissementskosten), which may be material.
The risks set out in the preceding two paragraphs, are mitigated by the following. Each Borrower has given a
power of attorney to the Elan Servicer to directly debit his account for amounts due under the relevant
Mortgage Loan. The Elan Servicer has undertaken to directly debit all amounts of principal and interest to
the Collection Foundation Account, maintained by the Collection Foundation, which is a bankruptcy remote
foundation (stichting). In addition, the Seller has represented that it has given and will give instructions to
the relevant Insurance Companies to pay any amounts in respect of the Beneficiary Rights into the Collection
Foundation Account. The Collection Foundation will have a claim against the Collection Foundation
Account Provider (or its successor) as the bank where such accounts are held, in respect of the balance
standing to credit of the Collection Foundation Account.
The Issuer has been informed that in the event of a bankruptcy of the Seller any amounts standing to the
credit of the Collection Foundation Account relating to the relevant Mortgage Receivables will not form part
of the bankruptcy estate of the Seller.
The Collection Foundation is established as a passive bankruptcy remote entity. The objectives clause of the
Collection Foundation is limited to collecting, managing and distributing amounts received on the Collection
Foundation Account to the persons who are entitled to receive such amounts pursuant to the Receivables
Proceeds Distribution Agreement.
Upon receipt thereof, the Collection Foundation will distribute to the Issuer or, after the delivery of an
Enforcement Notice, to the Security Trustee, on any Monthly Payment Date any and all amounts relating to
the Mortgage Receivables received by it on the Collection Foundation Account during the immediately
preceding Mortgage Calculation Period, in accordance with the relevant provisions of the Receivables
Proceeds Distribution Agreement. Pursuant to the Receivables Proceeds Distribution Agreement, the
Collection Foundation Administrator and, when the Collection Foundation Administrator ceases to be the
collection foundation administrator, a new entity appointed for such purpose will perform such payment
transaction services on behalf of the Collection Foundation independent of the Seller, the Issuer or any Elan
Issuer.
There is a risk that the Seller (prior to notification of the assignment) or its bankruptcy trustee (following
bankruptcy or suspension of payments but prior to notification) instructs the Borrowers to pay to another
bank account. Any such payments by a Borrower would be valid (bevrijdend). This risk is, however
mitigated by the following. Firstly, the Seller has under the Receivables Proceeds Distribution Agreement
undertaken to the Issuer and the Security Trustee not to amend the payment instructions and not to redirect
cash flows to the Collection Foundation Account in respect of the Mortgage Receivables to another account,
81
without prior approval of, amongst others, the Collection Foundation, the Issuer and the Security Trustee and
subject to Credit Rating Agency Confirmation. In addition, the Servicer has undertaken to, upon first request
of amongst others the Issuer disregard and undo any orders from the Seller to cause the transfer of amounts
in respect of the Mortgage Receivables to be made to another account than the Collection Foundation
Account without prior approval of each of the Collection Foundation, the Issuer and the Security Trustee and
Credit Rating Agency Confirmation. Notwithstanding the above, the Seller is obliged to pay to the Issuer any
amounts received in respect of the Mortgage Receivables which were not paid on a Collection Foundation
Account, but to the Seller directly upon receipt thereof.
The Collection Foundation’s receivables (vorderingen) against the Collection Foundation Account Provider
as such receivables are or will be reflected from time to time in the balances of the Collection Foundation
Account and any other receivables and rights of the Collection Foundation against the Collection Foundation
Account Provider now existing or hereafter to the extent arising from or in connection with the Collection
Foundation Account will be pledged to the Issuer and any other beneficiaries of mortgage receivables owned
or sold by the Seller in view of the (remote) bankruptcy risk of the Collection Foundation, in accordance
with the Collection Foundation Account Pledge Agreement.
Set-off by Borrowers may affect the proceeds under the Mortgage Receivables
Under Dutch law a debtor has a right of set-off if it has a claim that corresponds to its debt owed to the same
counterparty and it is entitled to pay its debt as well as to enforce its claim. Subject to these requirements
being met, each Borrower will be entitled to set off amounts due to it by the Seller (if any) with amounts it
owes in respect of the Mortgage Receivable prior to notification of the relevant assignment of the Mortgage
Receivable originated by it. As a result of the set-off of amounts due and payable by the Seller to the
Borrower with amounts the Borrower owes in respect of the Mortgage Receivable, the Mortgage Receivable
will, partially or fully, be extinguished (gaat teniet). Set-off by Borrowers could thus lead to losses under the
Notes.
The Mortgage Conditions applicable to the Mortgage Loans provide that payments by the Borrowers should
be made without set-off. Although this clause is intended as a waiver by the Borrowers of their set-off rights
vis-à-vis the Seller, under Dutch law it is doubtful whether such waiver will be valid. Should such waiver be
invalid, the Borrowers will have the set-off rights described in this paragraph.
After notification of the Assignment to a Borrower, such Borrower will have the right to set-off a
counterclaim against the Seller with amounts it owes in respect of the Mortgage Receivable, provided that
the legal requirements for set-off are met (see above) and further provided that (i) the counterclaim of the
Borrower results from the same legal relationship as the relevant Mortgage Receivable or (ii) the
counterclaim of the Borrower has originated (opgekomen) and became due and payable (opeisbaar) prior to
the notification of the Assignment to the relevant Borrower. The question of whether a court will come to the
conclusion that the relevant Mortgage Receivable and the claim of the Borrower against the Seller result
from the same legal relationship will depend on all relevant facts and circumstances involved. But even if
these were held to be different legal relationships, set-off will be possible if the counterclaim of the Borrower
has originated (opgekomen) and became due and payable (opeisbaar) prior to notification of the Assignment,
provided that all other requirements for set-off have been met (see above).
If notification of the Assignment is made after the bankruptcy of the Seller having become effective, it is
defended in legal literature that the Borrower will, irrespective of the notification of the assignment, continue
to have the broader set-off rights afforded to it in the Dutch Bankruptcy Code. Under the Dutch Bankruptcy
Code a person who/which is both debtor and creditor of the bankrupt entity can set off its debt with its
claims, if each claim (i) came into existence prior to the moment at which the bankruptcy becomes effective
or (ii) resulted from transactions with the bankrupt entity which were concluded prior to the bankruptcy
becoming effective. A similar provision applies in case of suspension of payments.
82
Assuming the Seller has complied with its contractual and statutory obligations in respect of the mortgage
loans and assuming it has no other legal relationships with the Borrower the set-off risk would seem of a
theoretical nature only. In this respect, the Seller will represent pursuant to the Mortgage Receivables
Purchase Agreement that it does not have Other Claims as against the Borrowers. However, should a
Borrower nevertheless successfully assert set-off or defence to payments under the Mortgage Receivables,
any such loss may be recorded as a Realised Loss as further described in Section 5.3 (Loss Allocation).
Risk that the All Moneys Security Rights will not follow the Mortgage Receivables upon assignment to
the Issuer
It is not entirely clear from the mortgage loan documentation relating to the Mortgage Receivables whether
the security rights qualify as All Moneys Security Rights, meaning that the security rights created pursuant to
the mortgage loan documentation, not only secure the loan granted by the Seller to the Borrower for the
purpose of acquiring the relevant Mortgaged Asset, but may also secure other liabilities and moneys that the
Borrower, now or in the future, may owe to the Seller.
Under Dutch law, mortgages and pledges are “accessory rights” (afhankelijke rechten) which automatically
follow the receivables they secure upon assignment, unless the security right by its nature is or has been
construed as a purely personal right of the assignor. An all moneys security right is not by nature a purely
personal right. An all moneys security right is in principle an accessory right. Therefore in principle, the
assignee will also become entitled to such all moneys security right by operation of law. This principle is
confirmed by the decision by the Supreme Court (Hoge Raad) of 16 September 1988 (NJ 1989, 10) (the
Balkema Case). In this decision, the Supreme Court ruled that the main rule is that a mortgage as an
accessory right transfers together with the receivable it secures. The exception to this main rule is when the
mortgage was stipulated as a strictly personal right. The Supreme Court held that it is a question of
interpreting the relevant clause in the mortgage deed whether the definition of the secured receivable means
that it exclusively vests in the original mortgagee as a strictly personal right, in deviation from the main rule.
The wording of the relevant mortgage deed constitutes prima facie evidence of whether the intention of the
parties was to create the relevant mortgage as a personal right, although it is not inconceivable that evidence
to the contrary is brought forward.
The mortgage loan documentation contains an explicit provision that a mortgage or borrower pledge will
follow the receivable upon assignment to a third party. Such wording is a clear indication of the intention of
the parties not to create a personal security right. Consequently, in the absence of specific circumstances
evidencing an intention contrary to the intention indicated in the mortgage deeds, based on the interpretation
of the Balkema Case referred to above, All Moneys Security Rights will thus also (partially) follow the
Mortgage Receivables upon their assignment by the Seller, as an accessory and ancillary right upon its
assignment and co-owned security rights will come into existence by operation of law.
Risk related to co-owned All Moneys Security Rights by the Seller, the Issuer and the Security Trustee
If the All Moneys Security Rights have indeed (partially) followed the Mortgage Receivables upon their
assignment, the Security Rights would be co-owned by the Issuer and the Seller and would secure both the
Mortgage Receivables held by the Issuer (or the Security Trustee, as pledgee) and any Other Claim and
certain risks relating to the enforcement and distribution of foreclosure proceeds apply as discussed below.
Ability to enforce
If the All Moneys Security Rights are co-owned, the rules applicable to co-ownership (gemeenschap) apply.
In the Mortgage Receivables Purchase Agreement the Seller, the Issuer and the Security Trustee will agree
that the Issuer and/or the Security Trustee (as applicable) will manage and administer such co-owned rights.
Certain acts, including acts concerning the day-to-day management (beheer) of the co-owned rights, may
83
under Dutch law be transacted by each of the participants (deelgenoten) in the co-owned rights (without
consent of the others). It is, however, uncertain whether the foreclosure of the security rights will be
considered as day-to-day management, and, consequently, whether the consent of the Seller, or the Seller’s
bankruptcy trustee (in case of bankruptcy) or administrator in case of (preliminary) suspension of payments)
may be required for such foreclosure. If the Seller has no Other Claims, there is no reason to assume such
consent would be withheld.
Allocation of foreclosure proceeds
The Seller will represent and warrant in the Mortgage Receivables Purchase Agreement that on the Cut-Off
Date the Seller had no Other Claim. If the Seller has no Other Claim at the time of foreclosure of the All
Moneys Security Rights, the full foreclosure proceeds will de facto be available to satisfy the Mortgage
Receivable.
In the unlikely event that the Seller should have any Other Claim against the Borrower at the time of
foreclosure the following applies. The Seller, the Issuer and/or the Security Trustee (as applicable) will agree
in the Mortgage Receivables Purchase Agreement that in case of foreclosure the share (aandeel) in each co-
owned security interest of the Security Trustee and/or the Issuer will be equal to the Outstanding Principal
Amount of the Mortgage Receivables, increased with interest and costs, if any, and the Seller’s share will be
equal to the Net Foreclosure Proceeds less the Outstanding Principal Amount in respect of the Mortgage
Receivables, increased with interest and costs, if any. It is uncertain whether this arrangement will be
enforceable against the Seller or, in case of bankruptcy or (preliminary) suspension of payments, the Seller’s
bankruptcy trustee or administrator. The Dutch Civil Code provides for various mandatory rules applying to
co-owned rights. Consequently, the arrangements set out in the Mortgage Receivables Purchase Agreement
as described in this risk factor may not be enforceable in all respects.
Compensation for breach
The Seller, the Issuer and the Security Trustee will also agree that the Seller shall compensate the Issuer
and/or the Security Trustee (as applicable) forthwith for any and all loss, cost, claim, damage and expense
whatsoever which the Issuer and/or the Security Trustee (as applicable) incurs as a result of a breach by the
Seller of its obligations in respect of this arrangement (including enforcing the All Moneys Security Rights
notwithstanding the above arrangement) or if such arrangement is dissolved, declared void, nullified or
ineffective for any reason in respect of the Seller. Receipt of such amount by the Issuer and/or the Security
Trustee is subject to the ability of the Seller to actually make such payments. There is a risk that the Seller is
not able to make such payments and this would affect the ability of the Issuer to perform its payment
obligations under the Notes. Such claim is unsecured and non-preferred.
Long lease
The mortgage rights securing the Mortgage Loans may be vested on a long lease (erfpacht), as further
described in the Section 6.2 (Description of Mortgage Loans).
A long lease will, among other things, end as a result of expiration of the long lease term (in the case of a
lease for a fixed period), or termination of the long lease by the leaseholder or the landowner. The landowner
can terminate the long lease if the leaseholder has not paid the remuneration due for a period exceeding two
consecutive years or seriously breaches (in ernstige mate tekortschiet) other obligations under the long lease.
If the long lease ends, the landowner will have the obligation to compensate the leaseholder. In such event
the mortgage right will, by operation of law, be replaced by a right of pledge on the claim of the (former)
leaseholder on the landowner for such compensation. The amount of compensation will, among other things,
be determined by the conditions of the long lease and may be less than the market value of the long lease.
84
When underwriting a Mortgage Loan to be secured by a mortgage right on a long lease, the Seller will take
into consideration certain conditions, in particular the term of the long lease. The Mortgage Conditions
provide that a mortgage loan will become immediately due and payable, among other things, if the long lease
terminates, the conditions thereof change or are not adhered to, or if the borrower acquires the ownership
(bloot eigendom) of the asset without granting a mortgage over the asset.
Accordingly, certain Mortgage Loans may become due and payable prematurely as a result of early
termination of a long lease. In such event there is a risk that the Issuer will upon enforcement receive less
than the market value of the long lease, which could lead to losses under the Notes.
Risk that Borrower Insurance Pledges will not be effective
All rights of a Borrower under the Risk Insurance Policies have been pledged to the Seller under a Borrower
Insurance Pledge. The right to receive payment under the Risk Insurance Policies will probably be regarded
by a Netherlands court as a future right. The pledge of a future right is, under Dutch law, not effective if the
pledgor is declared bankrupt, granted a suspension of payments or a debt restructuring scheme pursuant to
the Dutch Bankruptcy Code, or is subject to emergency regulations, prior to the moment such right comes
into existence. This means that it is uncertain whether such pledge will be effective. Accordingly, the
Issuer’s rights under Risk Insurance Policies pledged by Borrowers may be subject to limitations under
Dutch insolvency law, which may, in turn, lead to losses under the Notes.
Risks relating to Beneficiary Rights under the Insurance Policies
The Seller has been appointed as beneficiary under the Risk Insurance Policies up to the amount owed by the
Borrowers to the Seller at the moment when the insurance proceeds under the Risk Insurance Policies
become due and payable by the relevant Risk Insurance Company. The Beneficiary Rights will, to the extent
legally possible, be assigned by the Seller to the Issuer and will be pledged by the Issuer to the Security
Trustee (see section 4.7 (Security)), but it is uncertain whether this assignment and pledge will be effective.
If the assignment and pledge is not effective this may eventually lead to Losses under the Notes.
Mortgage Loan representations and warranties of the Seller are limited
The representations and warranties made by the Seller are described in Section Representations and
Warranties in this Prospectus. The representations and warranties of the Seller with respect to the Mortgage
Loans will be made as of the Cut-Off Date and, in many cases, are subject to important exceptions,
qualifications and other limitations, including being subject to knowledge qualifications and contractual
standards of materiality that are different from those generally applicable to disclosures to purchasers of
securities. In addition, these representations and warranties are included principally for the purpose of
allocating risk among the parties to those agreements rather than to establish matters of fact. Accordingly,
these representations and warranties should not be read as characterizations of the current state of facts, but
instead should be read in light of the limitations and purposes discussed above and in conjunction with the
information provided elsewhere in this Prospectus. The representations and warranties cover a number of
potential defects with respect to each Mortgage Loan, but may not cover every potential defect which may
result in a Realised Loss.
Limited remedies available to the Issuer in respect of any breach of Mortgage Loan representations or
warranties
No remedy for breach of Mortgage Loan representations or warranties are available, except that (i) the Seller
may decide to exercise its discretionary right to repurchase and accept re-assignment of a Mortgage
Receivable if any of the Mortgage Loan Criteria or representations and warranties given by the Seller in
respect of the Mortgage Loans and the Mortgage Receivables proves to have been untrue or incorrect in any
85
material respect on the date a Mortgage Loan Criterion needed to be correct or representation and warranty
was given and (ii), if the Seller decides not to repurchase such Mortgage Receivable, the Elan Servicer under
certain conditions, after the expiration of the sixty days cure period if any of the Key Representations given
by the Seller in respect of such Mortgage Loans and the Mortgage Receivables has proven to be untrue or
incorrect in any material respect on the date such Key Representation was given, is obliged to pay
Compensation Payments. The Elan Servicer may also be liable for losses incurred by the Issuer in case of
breach Mortgage Loan Criteria and representations and warranties not being Key Representations (see
further Section 7.1 (Purchase, Repurchase and Sale). The Seller is under no obligation to exercise its
discretionary repurchase right and the Elan Servicer has limited liability in respect of all mortgage loans,
including the Mortgage Loans.
Limited Resources of the Seller
The Seller may from time to time have limited funds available arising from collections received in respect of
mortgage loans originated and owned by it and it may be able to make drawings under the Elan Credit
Facility for certain purposes (there is no commitment from the Elan Lender to fund the Seller’s obligations
under any securitisation transaction other than as described in further detail at Section 3.4 (Seller)). The
Seller, however, has been established and is intended to be a thinly capitalised company. It has limited funds
and resources available to it at any time to satisfy any obligations owing by it under or in connection with
any Transaction Documents or for any other reason.
The obligations of the Seller are not guaranteed nor will they be the responsibility of any person other than
the Seller, and, as such neither the Issuer nor the Security Trustee will have recourse to any other person in
the event that the Seller, for whatever reason, fails to meet its repurchase obligations under the Mortgage
Receivables Purchase Agreement or otherwise fails to discharge its obligations to make or to make any
indemnity payments under the Mortgage Receivables Purchase Agreement or any other Transaction
Document.
The obligations of the Seller are limited recourse obligations and the limited funding available to the Seller
has required that each of the Secured Creditors (other than the Seller) and the Issuer has explicitly
acknowledged in the Transaction Documents that it will not take any action to wind up the Seller or institute
similar proceedings in any circumstance. Any claim which the Issuer may have against the Seller will only
be satisfied to the extent the Seller has resources available to it at the time. Potential investors should
evaluate the risk of an investment in the Notes on the basis that the Issuer will have limited or no recourse to
the Seller.
Risk that the Seller fails to repurchase the Mortgage Receivables
The Seller will be obliged under certain limited circumstances to repurchase and accept re-assignment of a
Mortgage Receivable (i) if on the date on which the Seller offers to sell to the Issuer any Further Advance
Receivable related to such Mortgage Receivable, the Further Advance Receivables and Additional Loan Part
Receivables Purchase Conditions are not satisfied in full or (ii) if on the date on which the Seller offers to
sell to the Issuer any New Ported Mortgage Receivable (including any Additional Loan Part Receivable, if
applicable) related to such Mortgage Receivable, the New Ported Mortgage Receivables Purchase
Conditions are not satisfied in full or (iii) if the Seller agrees with a Borrower to an amendment of the terms
of a Mortgage Loan related to such Mortgage Receivable, or part of such Mortgage Loan and the Mortgage
Loan subsequently fails to satisfy the Mortgage Loan Criteria or such amendment materially adversely
changes the position of the Issuer or the Security Trustee (A) vis-à-vis the relevant Borrower or (B) under the
transaction as envisaged in the Mortgage Receivables Purchase Agreement, provided that if such amendment
is made (x) as part of the foreclosure procedures to be complied with upon a default by the Borrower under
the relevant Mortgage Loan or is otherwise made as part of a restructuring or renegotiation of the Mortgage
Loan due to a deterioration of the credit quality of the Borrower of such Mortgage Loan or (y) in order to
86
comply with any applicable law, the Seller shall not be required to repurchase and accept re-assignment of
the relevant Mortgage Receivable.
The Seller would need to finance any repurchase from its available assets and cash but as described in the
risk factor, Limited Resources of the Seller, the Seller has been established and is intended to be a thinly
capitalised company with limited assets available to it at any time. All obligations of the Seller are limited
recourse obligations. The Elan Credit Facility may be drawn by the Seller for repurchases of Mortgage
Receivables only in the event that the Elan Lender has approved and agreed to fund the Seller’s origination
of a Further Advance Receivable or New Ported Mortgage Receivable, as the case may be, relating to a
Mortgage Receivable and the subsequent sale of the new receivable to the Issuer is not successful because
the Further Advance Receivables and Additional Loan Part Receivables Purchase Conditions or New Ported
Mortgage Receivables Purchase Conditions (as applicable) are not satisfied in full and the Seller is obliged to
repurchase the related Mortgage Receivable. The Elan Lender under the Elan Credit Facility will not be
required to fund the Seller’s repurchases in any other circumstance. Potential investors should evaluate the
risk of an investment in the Notes as if no drawing for the repurchase obligations and repurchase rights will
be made under the Elan Credit Facility other than as described above.
If the Seller is unable to repurchase Mortgage Receivables or perform its ongoing obligations under the
transactions described in this Prospectus, the performance of the Notes may be adversely affected.
Loan-to-value ratios are calculated based on appraised value, which may not be an accurate reflection
of current market value
The original loan-to-value ratios that are disclosed in this Prospectus are determined based on their appraised
values in appraisals obtained at origination of such Mortgage Loans. Appraisals are opinions of the
appraisers as of the date they were prepared and may not accurately reflect the value or condition of the
mortgaged property, particularly during periods of volatility in the applicable real estate market (whether
local, regional or national). The loan-to-value ratios that are disclosed in this Prospectus may be higher, in
some cases significantly higher, than the applicable loan-to-value ratios that would be determined if current
appraised values of the mortgaged properties were used to determine those ratios. Prospective Noteholders
should consider that if an appraisal overestimates the prices at which mortgaged properties are actually sold,
the proceeds of the mortgage loans may be significantly less than anticipated by Noteholders.
Noteholders are encouraged to make their own determination as to the degree of reliance they place on the
loan-to-value ratios that are disclosed in this Prospectus.
The Borrower Loan to Income and Debt Service-to-Income Ratios as at the Cut-Off Date may not
reflect all relevant and current data
The stratification tables for the Mortgage Loans in the aggregate entitled “Loan to Income”, “Debt Service to
Income” in this Prospectus are based on data collected by the Elan Servicer on behalf of the Seller in
connection with the origination of the mortgage loans. No assurance can be made that the information
regarding a Borrower’s, debt or assets was accurately and completely collected and reported, and no
assurance can be given that the information regarding a Borrower’s income, debt or assets that was collected
by, or reported to, the Elan Servicer reflected the actual income, debt or assets of the related Borrower. For
example, certain debts such as loans that are not reported to the Elan Servicer and loans that were not
discoverable by the Seller may not have been included in the debt-to-income ratio calculation. Similarly,
assets whose values are difficult to determine may not have been accurately reported to or valued by the Elan
Servicer and may have resulted in the Borrower’s assets being overstated. In addition, since income, debt
and assets may fluctuate significantly in a short period of time, no assurance can be given that, if that
information was collected shortly before or after origination of the Mortgage Loan, the information would
not have varied from the information that was collected in connection with the origination of the Mortgage
87
Loan. Noteholders are encouraged to make their own determination as to the degree of reliance they place on
the information included in the tables for the Mortgage Loans in the aggregate entitled “Loan to Income”,
“Debt Service to Income” in this Prospectus.
Risk that interest rate reset rights will not follow Mortgage Receivables
A good argument can be made that the right to reset the Mortgage Interest Rate should be considered as an
ancillary right and follows the Mortgage Receivables upon their assignment to the Issuer and the pledge to
the Security Trustee, but in the absence of case law or legal literature, this is not certain. To the extent the
interest rate reset right passes upon the assignment of the Mortgage Receivables to the Issuer or upon the
pledge of the Mortgage Receivables to the Security Trustee, such assignee or pledgee will be bound by the
contractual provisions relating to the reset of interest rates. If the interest reset right remains with the Seller,
the co-operation of the trustee (in bankruptcy) or administrator (in emergency regulations) would be required
to reset the interest rates.
Risks relating to the procedure for resetting interest rates in respect of Mortgage Receivables
purchased by the Issuer
The Mortgage Interest Rate in respect of a Mortgage Receivable may be reset to a rate which is lower than
its related Mortgage Receivables Swap Rate, senior transaction expenses and the relevant Margins in
respect of the Floating Rate Notes, for instance if a limit or cap on mortgage rates is imposed by law or
industry self-regulation in the Netherlands
The Mortgage Interest Rate in respect of any Mortgage Receivable purchased by the Issuer will be reset in
accordance with the Seller Interest Rate Policy or the Portfolio Manager Interest Rate Policy, as the case may
be, each of which is described in further detail in Section 7.5 (Interest rate reset in respect of Mortgage
Receivables). A key pillar of each interest rate policy is the Cost of Business (including, the Issuer’s Cost of
Business) which is to be taken account of by the Seller or the Portfolio Manager, as applicable, when
resetting any Mortgage Interest Rate to ensure that the Issuer does not incur any loss by virtue of the
Mortgage Interest Rate being reset at a rate of return which is not sufficient for the Issuer to service its
ongoing and future payment obligations (including, any payment obligation owing by it, from time to time,
under the Swap Agreement or any Note). As part of the calculation of the Issuer’s Cost of Business, each of
the Seller and the Portfolio Manager will take account of the proposed Mortgage Receivable Swap Rate
submitted by the Back Swap Provider or the Swap Counterparty, as applicable, to the Issuer, which will be
the new rate of interest payable by the Issuer to the Swap Counterparty pursuant to the Swap Agreement in
respect of the Mortgage Receivable which is subject to a reset, after the reset has taken effect. Accordingly,
it is in the interest of the Noteholder that any reset Mortgage Interest Rate should at least be equal to the new
Mortgage Receivable Swap Rate, senior transaction expenses and the relevant Margins in respect of the
Floating Rate Notes relating to the Mortgage Receivable which is subject to a reset so that the Issuer receives
a sufficient rate of return to service its ongoing liabilities.
Each Interest Rate Policy states, however, that if there is any conflict between the rate determined in
accordance with the Issuer’s Cost of Business (as part of the overall Cost of Business) and the General
Policy, the General Policy will always prevail. For example, a limit or cap could be imposed by applicable
law or industry self-regulation in the Netherlands on the Mortgage Interest Rate that may be offered to any
Borrower in respect of a Mortgage Receivable. If this were to occur and a conflict were to arise between the
rate determined under the Cost of Business and the General Policy, the Mortgage Interest Rate would need to
be reset in accordance with the General Policy at a rate which is lower than the related Mortgage Receivables
Swap Rate payable by the Issuer to the Swap Counterparty. The Issuer would have less funds available to it
as a result and this could reduce the rate of return, or otherwise cause losses to arise, in respect of the Notes.
The Mortgage Receivable Swap Rates and the Issuer’s Cost of Business may exceed the Mortgage Interest
88
Rates which may be offered to a Borrower in accordance with principles of fairness required by Dutch
law
As discussed in the risk factor above, the Mortgage Receivable Swap Rate is a key component of calculating
the Issuer’s Cost of Business for the purposes of any interest rate reset of any Mortgage Receivable. The
Mortgage Receivable Swap Rate will be determined and derived by the Swap Counterparty or the Back
Swap Provider, as applicable, by reference to the key components described in Section 7.5 (Interest rate
reset in respect of Mortgage Receivables). One of the key components includes the hedging costs of the
relevant swap counterparty which will be determined by that swap counterparty by reference to, among other
things, the swap rates offered and available to it in the international swap markets at the time. The Swap
Counterparty or the Back Swap Provider, as applicable, will also have regard to its own Euribor curve (i.e. a
curve reflecting fixed rates (the swap rates) that would be payable under market standard Euro-denominated
interest rate swap transactions under which one party pays a fixed rate and the other party pays three-month
Euribor over different tenors) which reflects, in part, the relevant swap counterparty’s own view of potential
future interest rates.
In addition, the Mortgage Interest Rate of any Mortgage Receivable will have to be reset in accordance with
certain overarching principles of reasonableness and fairness relating to the Dutch mortgage market as
required by applicable law. The test of fairness will be dependent, in part, on the mortgage rates generally
available to borrowers in the Netherlands at the time.
It is possible that the Swap Counterparty or the Back Swap Provider, as the case may be, submits a Mortgage
Receivable Swap Rate to the Issuer determined in accordance with the key components described in Section
7.5 (Interest rate reset in respect of Mortgage Receivables) which is a rate that exceeds the Mortgage Interest
Rate which may be offered to a Borrower in accordance with the principles of fairness. In this respect it is
also noted that the Back Swap Counterparty and the Swap Counterparty on the one hand and the Issuer on
the other hand have conflicting interests (please see risk factor Potential Conflicts of Interest of Goldman,
Sachs & Co. and its Affiliates above in respect of conflicts of interest of, amongst other parties, the Back
Swap Provider). If this were to occur and a conflict were to arise, the Mortgage Interest Rate would need to
be reset in accordance with the principles of reasonableness and fairness at a rate which is lower than the
related Mortgage Receivables Swap Rate, senior transaction expenses and the relevant Margins in respect of
the Floating Rate Notes, payable by the Issuer to the Swap Counterparty. The Issuer would have less funds
available to it as a result and this could reduce the rate of return, or otherwise cause losses to arise, in respect
of the Notes.
In addition to the Issuer’s Cost of Business, the Seller is required to take account of its own Cost of
Business and the Cost of Business of any other Elan Issuer
The Seller is required to take account of its own Cost of Business and the Cost of Business of any other Elan
Issuer, in addition to the Issuer’s Cost of Business, because the Seller must offer the same rate to new and
current borrowers, whether or not the related mortgage loan is still owned by the Seller or is only
administered by the Seller on behalf of the Issuer or any other Elan Issuer. The Issuer has no role in
determining or influencing the Cost of Business of the Seller or any other Elan Issuer and is reliant on the
Seller and/or other third parties with respect thereto. However, the Seller is required to reset the fixed rate of
any Fixed Rate Mortgage Receivable and at that time the Seller is also setting or resetting the interest rate in
respect of any other mortgage loan it is originating (or otherwise administrating on behalf of another Elan
Issuer), it will be required to take account of the highest Cost of Business in respect of the Issuer, the Seller
(if it is originating a mortgage loan at that time or resetting the interest rate in respect of such mortgage loan)
and any relevant Elan Issuer (if at that time it is resetting the interest rate of any mortgage loan owned by
that Elan Issuer) to ensure that no party makes a loss after taking into account that party’s weighted average
cost of capital, operating costs and reasonable estimate of cost of credit. Accordingly, the interest rate
offered to any Borrower in respect of any rate reset will be determined on the assumption that the highest
89
Cost of Business out of the Issuer, the Seller or any relevant Elan Issuer is to be reflected in the relevant reset
rate, which may lead to different prepayment behaviour by Borrowers on their Mortgage Loans and which
may, in turn, lead to losses under the Notes.
Payments on the Mortgage Receivables are subject to credit, liquidity and interest rate risks
Payments on the Mortgage Receivables are subject to credit, liquidity and interest rate risks. This may be due
to, among other things, market interest rates, general economic conditions, the financial standing of
Borrowers and similar factors. Other factors such as loss of earnings or liquidity, illness, divorce and other
similar factors may lead to an increase in delinquencies and bankruptcy filings by Borrowers and could
ultimately have an adverse impact on the ability of Borrowers to repay their Mortgage Receivables.
The ultimate effect of the credit, liquidity and interest risks described in this risk factor could lead to delayed
and/or reduced amounts received by the Issuer which as a result could lead to delayed and/or reduced
payments on the Notes and/or the increase or decrease of the rate of repayment of the Notes.
Risk related to Construction Deposits
Pursuant to the Mortgage Conditions, the Borrowers have the right to request that part of the Mortgage Loan
is withheld as a Construction Deposit.
If the Seller is subsequently unable to pay the relevant amount of Construction Deposit to the Borrowers, the
Borrowers may invoke defences or set-off such amounts with their payment obligations under the Mortgage
Loans. This risk is mitigated as follows. The Issuer and the Seller have agreed in the Mortgage Receivables
Purchase Agreement (i) that the Issuer shall withhold from the Initial Purchase Price for the Mortgage
Receivables to be assigned on the Closing Date an amount equal to the Aggregate Construction Deposit
Amount, such amount being credited to the Construction Deposit Account and (ii) that on each date on
which a Further Advance Receivable or New Ported Mortgage Receivable (including any Additional Loan
Part Receivable, if applicable) with a Construction Deposit is purchased by the Issuer, the Construction
Deposit Amount relating to such Further Advance or New Ported Mortgage Loan will be withheld from the
Initial Purchase Price for such Further Advance Receivable or New Ported Mortgage Receivable (including
any Additional Loan Part Receivable, if applicable) and credited to the Construction Deposit Account.
On a daily basis, the Servicer, on behalf of the Issuer, may debit from the Construction Deposit Account
such part of the Initial Purchase Price which equals the difference between the Aggregate Construction
Deposit Amount relating to the Mortgage Receivables and the balance standing to the credit of the
Construction Deposit Account, and pay such amount to the Seller, except if and to the extent the Borrower
has invoked set-off or defences.
Construction Deposits have to be paid out after the building activities or renovation activities have been
finalised, but ultimately within nine months. The period in which the Construction Deposit may be drawn by
a Borrower may be extended by agreement among the Borrower and the Seller beyond the prescribed nine
month period, for a period of six months, but only in limited circumstances, including among other things,
delays to construction due to adverse weather conditions, for medical reasons, limited capacity of the
construction company and delays in obtaining building permits. A Borrower will receive interest in respect
of the Construction Deposit during the initial nine month period. However, during any period of extension,
the Borrower will not receive any interest in respect of the Construction Deposit. Upon the expiry of any
such period, the remaining Construction Deposit will be set off against the Mortgage Receivable up to the
amount of the Construction Deposit, in which case the Issuer shall have no further obligation towards the
Seller to pay the remaining part of the Initial Purchase Price, and consequently any remaining part of the
amounts of the Construction Deposit Account will be transferred to the Issuer Collection Account and form
part of the Available Principal Funds. If an Assignment Notification Event set out under (e) (see Section 7.1
90
(Purchase, Repurchase and Sale)) has occurred, the Issuer will no longer be under the obligation to pay such
remaining part of the relevant Initial Purchase Price, and the remaining Aggregate Construction Deposit
Amount will be transferred to the Issuer Collection Account and form part of the Available Principal Funds.
The amount for which the Borrower can invoke set-off or defences may, depending on the circumstances,
exceed the amount of the Construction Deposit. Therefore, the remaining risk is that, if and to the extent that
the amount for which a Borrower successfully invokes a set-off or defences would exceed the relevant
Construction Deposit, such set-off or defence may lead to losses under the corresponding Mortgage
Receivables, which would reduce the amounts available for payment to Noteholders.
Risks related to Portable Mortgage Receivables
For Portable Mortgage Receivables whereby the New Mortgaged Asset is purchased prior to the transfer of
the Old Mortgaged Asset, the Borrower will be required to notify the Servicer of its intention to take out a
New Ported Mortgage Loan and produce a binding purchase agreement with respect to the Old Mortgaged
Asset that does contain an ultimate, non-extendable transfer date with respect to such Old Mortgaged Asset.
To the extent the purchase agreement contains any resolutive conditions the estate agent representing the
Borrower needs to certify in writing that all of such resolutive conditions have ceased to have effect for a
Borrower to be eligible for a New Ported Mortgage Loan. The purchase and transfer of the New Mortgaged
Asset and the sale and transfer of the Old Mortgaged Asset, among other conditions, have to be executed
within a period of up to twelve months of each other. Therefore, the Borrower may have two Mortgage
Loans outstanding with the Seller, in each case secured against separate Mortgaged Assets and this means an
increased exposure of the Seller to such Borrower. If such Borrower would be unable to repay one of its
Mortgage Loans this may have an adverse effect on the ability of the Issuer to make payments under the
Notes.
No investigations in relation to the Mortgage Loans and the Mortgaged Assets
None of the Issuer, the Security Trustee, the Arranger, the Joint Lead Managers or any other person has
undertaken or will undertake an independent investigation, searches or other actions to verify the statements
of the Seller concerning itself, the Mortgage Loans, the Mortgage Receivables and the Mortgaged Assets.
The Issuer and the Security Trustee will rely solely on representations and warranties given by the Seller in
respect thereof and in respect of itself.
Should any of the Mortgage Loans and the Mortgage Receivables not comply in any material respect with
the Key Representations made by the Seller on the Closing Date and in respect of any Further Advance
Receivables purchased by the Issuer on the relevant Notes Payment Date, the Elan Servicer will, if the
relevant breach cannot be remedied within the cure period and no third party buyer can be found, be required
to pay Compensation Payments to the Issuer (see Section 7.1 (Purchase, Repurchase and Sale)). Should the
Elan Servicer fail to take the appropriate action or the amount of damages is not reimbursed fully, this may
have an adverse effect on the ability of the Issuer to make payments under the Notes.
Risks of Losses associated with declining values of Mortgaged Assets
The security for the Notes created pursuant to the Issuer Mortgage Receivables Pledge Agreement may be
affected by, among other things, a decline in the value of the Mortgaged Assets. The value of the Mortgaged
Assets is exposed to decreases in real estate prices, arising for instance from downturns in the economy
generally, oversupply of properties in the market, and changes in tax regulations related to housing (such as
the decrease in deductibility of interest on mortgage payments). Furthermore, the value of the Mortgaged
Assets is exposed to destruction and damage resulting from floods and other natural and man-made disasters.
No assurance can be given that values of the Mortgaged Assets have remained or will remain at the level at
which they were on the date of origination of the related Mortgage Loans. A decline in value may result in
91
losses to the Noteholders if the relevant security rights on the Mortgaged Assets are required to be enforced.
The Seller will not be liable for any losses incurred by the Issuer in connection with the Mortgage
Receivables.
Risks that the foreclosure proceeds will be insufficient
As of the Cut-Off Date, the Mortgage Loans have a Current Loan to Original Foreclosure Value Ratio and
Current Loan to Original Market Value Ratio of up to and including 122.43 per cent. and 120.31 per cent.,
respectively. The appraisal foreclosure value (executiewaarde) of the property on which a Mortgage is
vested is normally lower than the market value (vrije verkoopwaarde) of the relevant mortgaged property.
There can be no assurance that, on enforcement, all amounts owed by a Borrower under a Mortgage Loan
can be recovered from the proceeds of the foreclosure on the relevant Mortgaged Asset or that the proceeds
upon foreclosure will be equal to at least the Original Foreclosure Value or the Indexed Foreclosure Value of
such Mortgaged Asset (see section 6.2 (Description of Mortgage Loans)) and it is likely that the proceeds
will be below the market value.
The higher the Original Loan to Original Foreclosure Value Ratio or the Current Loan to Indexed
Foreclosure Value Ratio is, the higher the possibility that this risk will materialise. Materialisation of this
risk may lead to losses under the Notes.
Accordingly, there is a risk that, on the enforcement of security over the relevant property not all amounts
owing by a Borrower under a Mortgage Loan can be recovered from the proceeds of the foreclosure of the
related property together with any proceeds of the enforcement of any other security for the Mortgage Loan.
If there is a failure to recover such amounts, this would result in a Realised Loss which may lead to losses
under the Notes.
Changes to tax treatment of interest may impose various risks
The Dutch tax system allows borrowers to deduct, subject to certain limitations, mortgage interest payments
for owner-occupied residences from their taxable income. The period allowed for deductibility is restricted
to a term of 30 years. Since 2004, the tax deductibility of mortgage interest payments has been restricted
under the so-called additional borrowing regulation (bijleenregeling). On the basis of this regulation, if a
home owner acquires a new home and realizes a surplus value on the sale of his old home in respect of
which Interest payments were deducted from taxable income, the interest deductibility is limited to the
interest that relates to an amount equal to the purchase price of the new home less the net surplus value
realized on the sale of the old home. Special rules apply to moving home owners that do not (immediately)
sell their previous home.
As of 1 January 2013, interest deductibility in respect of newly originated mortgage loans will only be
available in respect of mortgage loans which amortize over 30 years or less and are repaid on at least an
annuity basis.
In addition to these changes further restrictions on the interest deductibility have entered into force as of 1
January 2014. The tax rate against which the mortgage interest may be deducted will be gradually reduced as
of 1 January 2014. For taxpayers currently deducting mortgage interest at the 52 per cent. rate (highest
income tax rate) the interest deductibility will be reduced with 0.5 per cent. per year (i.e. 50.0 per cent. in
2017) until the rate is equal to the third-bracket income tax rate (currently 42 per cent.). This tax rate, as well
as the rate against which the mortgage interest may be deducted, will eventually be reduced to 38 per cent.
(starting in 2018).
These changes and any other or further changes in the tax treatment could ultimately have an adverse impact
on the ability of Borrowers to pay interest and principal on their Mortgage Loans. In addition, changes in tax
92
treatment may lead to different prepayment behaviour by Borrowers on their Mortgage Loans resulting in
higher or lower prepayment rates of such Mortgage Loans. Finally, changes in tax treatment may have an
adverse effect on the value of the Mortgaged Assets, see Risks of Losses associated with declining values of
Mortgaged Assets.
Underwriting criteria and procedures may not identify or appropriately assess repayment risks
The Seller has represented or will be required to represent, as the case may be that, when originating
Mortgage Loans, New Ported Mortgage Loans (including any Additional Loan Parts, if applicable) and
Further Advances, it did so in accordance with underwriting criteria and procedures it has established. The
underwriting criteria and procedures may not have identified or appropriately assessed the risk that the
interest and principal payments due on a Mortgage Loan (including a New Ported Mortgage Loan (and
Additional Loan Part, if applicable) or a Further Advance) will be repaid when due, or at all, or whether the
value of the Mortgaged Asset will be sufficient to otherwise provide for recovery of such amounts. To the
extent exceptions were made to the Seller’s underwriting criteria and procedures in originating a Mortgage
Loan (including a New Ported Mortgage Loan (and Additional Loan Part, if applicable) or a Further
Advance), those exceptions may increase the risk that principal and interest amounts may not be received or
recovered and compensating factors, if any, which may have been the premise for making an exception to
the underwriting criteria and procedures may not in fact compensate for any additional risk.
Valuations, risks of losses associated with declining property values and the effect on the housing
market owing to weakening economic conditions
Valuations commissioned as part of the origination of Mortgage Loans, represent the analysis and opinion of
the appraiser performing the valuation at the time the valuation is prepared and are not guarantees of, and
may not be indicative of, present or future value. There can be no assurance that another person would have
arrived at the same valuation, even if such person used the same general approach to and same method of
valuing the property.
The security for the Notes created under the Pledge Agreements may be affected by, among other things, a
decline in the value of those properties subject to the Mortgages securing the Mortgage Receivables and
investments under the Risk Insurance Policies. No assurance can be given that values of those properties
have remained or will remain at the level at which they were on the date of origination of the related
Mortgage Loans.
In addition, a forced sale of those properties may, compared to a private sale, result in a lower value of such
properties. A decline in value may result in losses to the Noteholders if such security is required to be
enforced. To the extent that specific geographic regions within the Netherlands have experienced or may
experience in the future weaker economic conditions and housing markets than other regions, a
concentration of the loans in such a region could exacerbate certain risks relating to the Mortgage Loans.
These circumstances could affect receipts on the Mortgage Loans and ultimately result in losses on the
Notes. See further sections 6.2 (Description of Mortgage Loans).
Portfolio Information
The numerical information set out in Section 6.1 (Stratification Tables), relates to the Pool as of the Cut-Off
Date. Therefore, not all such information necessarily corresponds to the details of the Mortgage Receivables
as of the Closing Date. Furthermore, after the Closing Date, the portfolio will change from time to time as a
result of repayment, prepayment, amendment and repurchase of Mortgage Receivables as well as the
purchase of Further Advance Receivables and New Ported Mortgage Receivables. The Mortgage Loans have
been selected in accordance with the criteria set forth in the Mortgage Receivables Purchase Agreement.
93
However, there can be no assurance that any New Ported Mortgage Receivables (including any Additional
Loan Part Receivables, if applicable) or Further Advance Receivables acquired by the Issuer after the
Closing Date will have the exact same characteristics as exhibited by the Pool.
94
3. PRINCIPAL PARTIES
3.1 Issuer
EDML 2017-1 B.V. was incorporated as a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under Dutch law as DCDML 2017-1 on 13 April 2017, and changed its name to
EDML 2017-1 on 25 July 2017. The corporate seat (statutaire zetel) of the Issuer is in Amsterdam, the
Netherlands. The registered office of the Issuer is at Prins Bernhardplein 200, 1097 JB Amsterdam, the
Netherlands, and its telephone number is +31 205214777. The Issuer is registered with the Commercial
The Issuer is a special purpose vehicle, whose objectives are (a) to acquire, purchase, manage, alienate and
encumber receivables that arise from or in connection with the granting of mortgage loans by any third party
and to exercise any rights connected to such receivables, (b) to acquire funds to finance the acquisition of
receivables mentioned under (a), by way of issuing bonds or other securities or by way of entering into loan
agreements, to enter into agreements in connection thereto and to repay such bonds, securities or loan
agreements, (c) to lend and to invest any funds held by the Issuer, (d) to limit interest rate and other financial
risks, amongst others by entering into derivatives agreements, such as swaps, (e) in connection with the
foregoing: (i) to borrow funds, among other things to repay the obligations under the securities mentioned
under (b); (ii) to grant and to release security rights to third parties and (f) to perform all activities which are
incidental to or which may be conducive to the attainment of these objects, all in the broadest sense of the
word.
The Issuer has an issued share capital of EUR 1 which is fully paid-up. The share capital of the Issuer is held
by Stichting Holding EDML 2017-1 (see Section 3.2 (Shareholder)).
Statement by managing director of the Issuer
Since its incorporation there has been no material adverse change in the financial position or prospects of the
Issuer and the Issuer has not (i) commenced operations, no profits and losses have been made or incurred and
it has not declared or paid any dividends nor made any distributions, save for the activities related to its
establishment and the securitisation transaction described in this Prospectus nor (ii) prepared any financial
statements. There are no legal, arbitration or governmental proceedings which may have, or have had,
significant effects on the Issuer’s financial position or profitability nor, so far as the Issuer is aware, are any
such proceedings pending or threatened against the Issuer.
The Issuer has the corporate power and capacity to issue the Notes, to acquire the Mortgage Receivables and
to enter into and perform its obligations under the Transaction Documents.
The sole managing director of the Issuer is Intertrust Management B.V. The managing directors of Intertrust
Management B.V. are E.M. van Ankeren, P. de Langen, D.J.C. Niezing and C.W. Streefkerk. The managing
directors of Intertrust Management B.V. have chosen domicile at the office address of Intertrust Management
B.V., being Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.
The sole shareholder of Intertrust Management B.V. is Intertrust (Netherlands) B.V. The objectives of
Intertrust Management B.V. are (a) advising of and mediation with respect to financial and related
transactions, (b) finance company, and (c) management of legal entities. Intertrust Management B.V. is also
the Shareholder Director.
The Issuer Director has entered into the Issuer Management Agreement with the Issuer and the Security
Trustee. In the Issuer Management Agreement the Issuer Director agrees and undertakes, among other
things, that it shall (i) manage the affairs of the Issuer in accordance with proper and prudent Dutch business
95
practice and in accordance with the requirements of Dutch law and Dutch accounting practice with the same
care that it exercises or would exercise in connection with the administration of similar matters held for its
own account or for the account of third parties and (ii) refrain from any action detrimental to any of the
Issuer’s rights and obligations under the Transaction Documents.
The Issuer Management Agreement may be terminated by the Issuer (with the consent of the Security
Trustee) or the Security Trustee upon the occurrence of certain termination events, including, but not limited
to, a default by the Issuer Director (unless remedied within the applicable grace period), dissolution and
liquidation of the Issuer Director or the Issuer Director being declared bankrupt or granted a suspension of
payments, provided that the Credit Rating Agencies are notified of such default and after consultation with
the Secured Creditors, other than the Noteholders. Furthermore, the Issuer Management Agreement can be
terminated by the Issuer Director or the Security Trustee on behalf of the Issuer upon ninety (90) days prior
written notice. The Issuer Director shall resign upon termination of the Issuer Management Agreement,
provided that such resignation shall only be effective as from the moment (a) a new director reasonably
acceptable to the Security Trustee has been appointed and (b) a Credit Rating Agency Confirmation in
respect of each Credit Rating Agency is available in respect of such appointment.
There are no potential conflicts of interest between any duties to the Issuer of the Issuer Director and private
interests or other duties of the Issuer Director or its managing directors.
Intertrust Management B.V., the sole managing director of both the Issuer and the Shareholder and
Amsterdamsch Trustee’s Kantoor B.V., the sole managing director of the Security Trustee, belong to the
same group of companies as Intertrust Administrative Services B.V., the Issuer Administrator. Therefore a
conflict of interests may arise. In this respect it is of note that in the relevant Management Agreement
entered into by each of the Directors with the entity of which it has been appointed managing director
(statutair directeur), each of the Directors agrees and undertakes to, among other things, (i) do all that an
adequate managing director (statutair directeur) should do and (ii) refrain from taking any action detrimental
to the obligations under any of the Transaction Documents. In addition each of the Directors agrees in the
relevant Management Agreement that it shall not agree to any modification of any agreement including, but
not limited to, the Transaction Documents to which the Issuer, the Security Trustee and/or the Shareholder is
a party, or enter into any agreement, other than in accordance with the Trust Deed and the other Transaction
Documents.
The financial year of the Issuer coincides with the calendar year. The first financial year will end on 31
December 2018.
96
Ownership structure diagram of the Issuer
Stichting Holding EDML Intertrust

2017-1 Management B.V
Intertrust
EDML 2017-1 B.V Management B.V
97
3.2 Shareholder
Stichting Holding EDML 2017-1 is a foundation (stichting) incorporated under Dutch law as Stichting
Holding DCDML 2017-1 on 13 April 2017, and changed its name to Stichting Holding EDML 2017-1 on 25
July 2017. The statutory seat (statutaire zetel) of the Issuer is in Amsterdam, the Netherlands. The registered
office of the Shareholder is at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, and its
telephone number is +31 205214777. The Shareholder is registered with the Commercial Register of the
Chamber of Commerce under number 68555644. The objectives of the Shareholder are, among other things,
to incorporate, to acquire and to hold shares in the capital of the Issuer, to manage and administer the shares
in the Issuer, to exercise all rights attached to the shares in the Issuer, to grant loans to the Issuer and to
transfer and encumber the shares in the Issuer.
relevant Management Agreement that it will procure that the relevant entity will not enter into any agreement
in relation to the Issuer, the Security Trustee and/or the Shareholder, other than the Transaction Documents
to which it is a party, unless permitted under the Transaction Documents, without the prior written consent of
the Security Trustee and that the Security Trustee will only enter into any agreement other than the
Transaction Documents to which it is a party, under certain conditions.
The Shareholder Director has entered into the Shareholder Management Agreement with the Shareholder,
the Issuer and the Security Trustee pursuant to which the Director agrees and undertakes to, among other
things, (i) manage the affairs of the Shareholder in accordance with proper and prudent Dutch business
practice and in accordance with the requirements of Dutch law and Dutch accounting practices, and (ii)
refrain from any action detrimental to the Issuer’s ability to meet its obligations under any of the Transaction
Documents.
98
3.3 Security Trustee
Stichting Security Trustee EDML 2017-1 is a foundation (stichting) incorporated under Dutch law as
Stichting Security Trustee DCDML 2017-1 on 13 April 2017 and changed its name to Stichting Security
Trustee EDML 2017-1 on 25 July 2017. The statutory seat of the Security Trustee is in Amsterdam and its
registered office is at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands and its telephone
number is +31 205214777. The Security Trustee is registered with the Commercial Register of the Chamber
of Commerce under number 68555792.
The objectives of the Security Trustee are (a) to act as agent and/or trustee for the Noteholders and any other
Secured Creditors; (b) to acquire, keep and administer security rights in its own name, and if necessary to
enforce such security rights, for the benefit of the Secured Creditors, including the Noteholders, and to
perform acts and legal acts and enter into agreements which are conducive to the holding of the
abovementioned security rights (including the acceptance of a parallel debt obligation from, amongst others,
the Issuer); (c) to borrow money; and (d) to perform any and all acts which are related, incidental or which
may be conducive to the above.
The sole director of the Security Trustee is Amsterdamsch Trustee’s Kantoor B.V., having its registered
office at Prins Bernhardplein 200, 1097 JB Amsterdam. The managing directors of Amsterdamsch Trustee’s
Kantoor B.V. are O.J.A. van der Nap, C.J.M. Coremans and S.S.N. Ramcharan – Razab-Sekh.
The Security Trustee shall not be liable for any action taken or not taken by it or for any breach of its
obligations under or in connection with the Trust Deed or any other Transaction Document to which it is a
party, except in the event of its wilful misconduct (opzet), gross negligence (grove nalatigheid), fraud or bad
faith, and it shall not be responsible for any act or negligence of persons or institutions selected by it with
due care.
The Security Trustee Director has entered into the Security Trustee Management Agreement with the
Security Trustee and the Issuer. In the Security Trustee Management Agreement the Security Trustee
Director undertakes, among other things, that it shall (i) manage the affairs of the Security Trustee in
accordance with proper and prudent Dutch business practice and in accordance with the requirements of
Dutch law and Dutch accounting practice with the same care that it exercises or would exercise in
connection with the administration of similar matters held for its own account or for the account of third
parties and in such manner as to not adversely affect the then current ratings assigned to the Notes and (ii)
refrain from taking any action detrimental to the Security Trustee’s rights and the ability to meet its
obligations under or in connection with the Transaction Documents. In addition the Security Trustee Director
undertakes in the Security Trustee Management Agreement that it will not agree to any alteration of any
agreement including, but not limited to, the Transaction Documents other than in accordance with the Trust
Deed.
The Trust Deed provides that the Security Trustee shall not retire or be removed from its duties under the
Trust Deed until all amounts payable to the Secured Creditors under the Transaction Documents have been
paid in full. However, the Noteholders of the Most Senior Class shall have the power, exercisable only by an
Extraordinary Resolution, to remove the Security Trustee Director as director of the Security Trustee. The
Security Trustee Management Agreement with the Security Trustee Director may be terminated by the
Security Trustee (or the Issuer on its behalf) upon the occurrence of certain termination events, including, but
not limited to, a default by the Security Trustee Director (unless remedied within the applicable grace
period), dissolution and liquidation of the Security Trustee Director or the Security Trustee Director being
declared bankrupt or granted a suspension of payments, provided that the Credit Rating Agencies are notified
of such default and after consultation with the Secured Creditors, other than the Noteholders. Furthermore,
the Security Trustee Management Agreement can be terminated by the (a) Security Trustee Director or (b)
the Security Trustee, provided that a Credit Rating Agency Confirmation in respect of each Credit Rating
Agency is available in connection with such termination, upon ninety (90) days prior written notice given by
(i) the Security Trustee Director to the Security Trustee or (ii) by the Security Trustee to the Security Trustee
99
Director and the other parties to the Security Trustee Management Agreement. In the event of termination,
the Security Trustee Director shall fully co-operate with the other parties to the Security Trustee
Management Agreement and do all such acts as are necessary to appoint a new director. The Security
Trustee Director shall resign upon termination of the Security Trustee Management Agreement, provided
that such resignation shall only be effective as from the moment (a) a new director reasonably acceptable to
the Issuer, after having consulted with the Secured Creditors (other than the Noteholders) has been appointed
and (b) that a Credit Rating Agency Confirmation in respect of each Credit Rating Agency is available in
respect of such appointment.
100
3.4 Seller
Corporate identity and structure
Elan Woninghypotheken B.V., the Seller, is a private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid) under Dutch law, incorporated on 23 January 2015, having its official seat
(statutaire zetel) in Amsterdam, the Netherlands and its registered office at Fascinatio Boulevard 1302, 2909
VA Capelle aan den Ijssel, the Netherlands, registered with the trade register of the Dutch Chamber of
Commerce under number 62473867.
The shareholder of the Seller is Stichting Holding Elan Woninghypotheken. Stichting Holding Elan
Woninghypotheken is a holding company only and has no business other than acting as the holding company
of the Seller, which is the purpose for which it was newly incorporated.
The director of the Seller is Maples Fiduciary Services (Netherlands) B.V., a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its official seat
(statutaire zetel) in Amsterdam, the Netherlands and its registered office address at Strawinskylaan 1209, A
Toren, 12e etage, 1077XX Amsterdam, the Netherlands, registered with the trade register of the Dutch
Chamber of Commerce under number 60468521.
The Seller has no employees and all activities of the Seller have been outsourced to third party providers,
including but not limited to, Quion Services BV. in its capacity as the Elan Servicer and Dutch Mortgage
Portfolio Management B.V. in its capacity as the Elan Portfolio Manager.
Business activities
The Seller’s business primarily involves the origination and provision of residential mortgage loans to
individuals located in the Netherlands. The business is operated solely through certain agents appointed by
the Seller from time to time. The objects of the Seller are, among other things, (a) to advance mortgage loans
to natural persons for the purpose of financing the purchase and/or ownership of residential properties
situated in the Netherlands, (b) to hedge interest rates and other financial risks arising out of its business by
entering into derivative transactions (including, swap agreements), and (c) to perform all activities which are
incidental to or which may be conducive to any of the foregoing.
Business conducted solely through the agents of the Seller
The Elan Servicer has been appointed by the Seller to originate, administer and service residential mortgage
loans on the Seller’s behalf. The services that the Elan Servicer provides to the Seller are regulated activities
in the Netherlands for which the Seller is not separately licensed. The Seller, however, by appointing the
Elan Servicer as its agent is able to benefit from the Elan Servicer’s umbrella licence within the meaning of
Article 2:105 Wft. The Seller is an “admitted institution” of Quion Groep B.V. in accordance with Article
2:105 Wft and Article 4:5 Wft, so it is permitted to act as an offeror (aanbieder) of mortgage loans for the
purposes of Article 2:60 Wft. If the Seller ceases to be an admitted institution of Quion Groep B.V. or Quion
Groep B.V. loses its umbrella licence, the Seller would have to obtain its own licence or would have to
terminate its regulated activities.
The Elan Servicer is responsible for ensuring that the origination and servicing activities of the Seller are
performed in accordance with all applicable laws and regulations in the Netherlands as well as the Seller’s
underwriting criteria and interest rate policy. The specific duties of the Elan Servicer include, among other
things, the origination of mortgage loans on behalf of the Seller in accordance with the Seller’s underwriting
criteria, the collection of payments of principal, interest and other amounts in respect of the mortgage loans
and the implementation of arrears procedures (including, the enforcement of mortgages). It is also
101
responsible for checking that the interest rates in respect of the mortgage loans set or reset by the Elan
Portfolio Manager (see below) comply with the requirements of the Seller’s interest rate policy (including,
compliance with applicable law and regulation). The Elan Servicer has, given its responsibility for the
origination activities of the Seller, accepted certain liability towards the Issuer in respect of the Mortgage
Loans which is described in more detail in Section 7.1 (Purchase, Repurchase and Sale).
The Seller and the Elan Servicer have policies and procedures in relation to the granting of mortgage loans,
administration of credit-risk bearing portfolios and risk mitigation. These policies and procedures in this
regard broadly include the following:
(a) criteria for the granting of mortgage loans and the process for approving, amending, renewing and re-
financing mortgage loans;
(b) systems in place to administer and monitor the various credit-risk bearing portfolios and exposures, as to
which we note that the Mortgage Loans will be serviced in line with the usual servicing procedures of the
Seller;
(c) diversification of credit portfolios taking into account the Seller’s target market and overall credit
strategy;
(d) policies and procedures in relation to risk mitigation techniques.
The Seller has separately appointed the Elan Portfolio Manager to perform a number of services on its
behalf. The primary service provided by the Elan Portfolio Manager is to set and reset interest rates in
respect of mortgage loans on behalf of the Seller which it is permitted to do in accordance with the licence
maintained by it in accordance with article 2:80 Wft. If the Elan Portfolio Manager were to lose or otherwise
fails to maintain its licence, the Seller would have to appoint a replacement portfolio manager to set and reset
interest rates on its behalf.
The Elan Portfolio Manager reviews and approves any proposed amendment to the Seller’s underwriting
criteria, interest rate policy or mortgage documentation proposed by the Elan Servicer from time to time. The
Elan Portfolio Manager also reviewed and approved the original underwriting criteria, interest rate policy
and mortgage documentation proposed by the Elan Servicer.
The Elan Portfolio Manager’s other duties include reviewing any mortgage applications for which it is not
clear if the mortgage application should be approved or rejected by the Elan Servicer in accordance with the
underwriting criteria, reviewing and approving the course of action to be taken with respect to mortgage
loans in default and reviewing certain other matters relating to the origination and servicing of mortgage
loans.
Please see Section 6.3 (Origination and Servicing) for further information on the operation of the Seller’s
business.
Funding of the Seller’s business
The Seller has entered into a secured Euro revolving credit facility with Goldman Sachs Lending Partners
LLC, as Elan Lender, to finance its business activities (the Elan Credit Facility). The Elan Lender is the
sole financier of the Seller as at the Closing Date. The maximum facility limit of the Elan Credit Facility as
at the Closing Date is EUR750 million and may be increased or decreased from time to time in accordance
with the terms of the Elan Credit Facility. The purpose of the Elan Credit Facility is, among other things, to
finance the Seller’s origination of residential mortgage loans to borrowers located in the Netherlands, to
finance the operation of the features of those mortgage loans (including, construction deposits, further
102
advances and portability) and to pay certain fees, costs and expenses in relation to the origination of
mortgage loans.
The Elan Lender is under no obligation to put the Seller in funds to satisfy any obligation of the Seller under
the securitisation transaction other than with respect to the following limited exception. The Elan Lender is
obliged to fund a repurchase of a Mortgage Receivable by the Seller if the Elan Lender previously approved
and agreed to fund the Seller’s origination of a related Further Advance Receivable or New Ported Mortgage
Receivable, as the case may be, and the subsequent sale of the new receivable to the Issuer is not successful
because the Further Advance Receivables and Additional Loan Part Receivables Purchase Conditions or
New Ported Mortgage Receivables Purchase Conditions (as applicable) are not satisfied in full and the Seller
is obliged to repurchase the relevant Mortgage Receivable. The Elan Lender under the Elan Credit Facility
will not be required to fund the Seller’s repurchases in any other circumstance.
Other than as described above, no party, including but not limited to any Noteholder, the Issuer, the Security
Trustee or the Seller, has the right to instruct or procure (either directly or indirectly) that the Elan Lender
provides the Seller with any funds to satisfy its obligations under any securitisation transaction or the
Transaction Documents. No potential investor in any Note should assume that the Seller will have funds
made available to it under the Elan Credit Facility to satisfy its obligations other than as described above or
otherwise continue to be funded by the Elan Lender in the future.
The Elan Lender has the benefit of security over the shares and assets of the Seller, including but not limited
to, the mortgage receivables owned by the Seller (which for the avoidance of doubt does not include the
Mortgage Receivables purchased by the Issuer).
Entrenched rights of the Elan Lender
The Elan Lender is exposed to the profits and losses of the Seller’s business under the terms of the Elan
Credit Facility and it has negotiated certain entrenched rights with the Seller with respect to the Seller’s
origination activities to manage its exposure. The Elan Lender’s entrenched rights include the right to review
the matrix of interest rates prepared by the Elan Portfolio Manager on a weekly basis (the matrix being the
grid of proposed interest rates which may be offered to potential borrowers by reference to the loan-to-value
ratio of each proposed mortgage loan). The Elan Lender may approve the proposed interest matrix or
propose alternative interest rates on the basis of the exposure it is willing to incur in respect of the Seller’s
business. For example, the Elan Lender may wish to increase the interest rates offered by the Seller relative
to the rates offered in the Dutch residential mortgage market to make the Seller’s rates less attractive to
potential borrowers, which should in turn reduce the volume of mortgages originated by the Seller and the
funding required to be advanced by the Elan Lender to the Seller under the Elan Credit Facility. Any rate
proposed by the Elan Portfolio Manager (and approved or adjusted by the Elan Lender) will be rejected by
the Elan Servicer if it breaches the Seller Interest Rate Policy which includes, among other things, that the
setting and resetting of interest rates is done in compliance with applicable laws and regulations and the
terms and conditions of the Mortgage Loans and in consideration of the Seller’s, the Issuer’s and any other
Elan Issuer’s weighted average cost of capital, operating costs and cost of credit and comparison with the
rates set by other market participants. The Elan Lender may also approve or propose any amendment or
clarification to the Seller’s underwriting criteria to mitigate its exposure to certain types of borrower. The
Elan Servicer may reject any proposal made by the Elan Lender if it does not comply with applicable law, is
not able to be implemented in the systems of the Elan Servicer or due to market conditions.
The Elan Lender, if it exercises its entrenched rights at any time, will act in its absolute discretion and only
with regard to its own interests as a lender under the Elan Credit Facility. It has no responsibility or liability
to any other person (including, without limitation, in respect of any loss suffered by Noteholders in
connection with the Mortgage Receivables). It may increase or decrease its facility limit at any time in
accordance with the terms of the Elan Credit Facility. It may also declare an event of default under the Elan
103
Credit Facility if the Seller or one of its appointed agents fails to perform its duties. The Elan Lender may
and will act independently of, and without regard to, the interests of any securitisation transaction entered
into by the Seller from time to time. The exercise of certain entrenched rights by the Elan Lender should not
be viewed as a determination by it as to whether a particular mortgage loan is an appropriate investment by
the Issuer or whether it will satisfy the Mortgage Loan Criteria and the Elan Lender has no duty or liability in
respect of any proposal for potential adjustments or clarifications to the Seller’s underwriting criteria.
The Seller has limited funds to operate its business
The Seller is intended to be a thinly capitalised company. The Seller has limited funds and resources
available to it to satisfy any obligations owing by it under or in connection with any Transaction Documents.
It may from time to time have limited funds available arising from collections received in respect of
mortgage loans originated and owned by it and it may be able to make drawings under the Elan Credit
Facility (although there is no commitment from the Elan Lender to fund the Seller’s obligations under any
securitisation transaction other than as described above).
The limited funding available to the Seller has required that each of the Secured Creditors (other than the
Seller) and the Issuer has explicitly acknowledged in the Transaction Documents that it will not take any
action to wind up the Seller or institute similar proceedings in any circumstance. Any claim which the Issuer
may have against the Seller will only be satisfied to the extent the Seller has resources available to it at the
time. Potential investors should evaluate the risk of an investment in the Notes on the basis that the Issuer
will have limited or no recourse to the Seller.
Elan Woninghypotheken B.V.’s auditors are Deloitte Accountants B.V.
104
3.5 Servicer
The Issuer has, in accordance with the terms of the Servicing Agreement, appointed Quion Services B.V. as
its Servicer and BNP Paribas Securities Services, Luxembourg Branch as the Back-up Servicer Facilitator to
carry out (part of) the activities described in the Servicing Agreement. The Seller has separately appointed
Quion Services B.V. as the Elan Servicer and a description of Quion Services B.V.’s obligations in that
capacity are summarised in Section 3.4 (Seller). Quion Services B.V. has, in accordance with the terms of
the Servicing Agreement, agreed to provide certain mortgage loan services to the Issuer on a day-to-day
basis which include, among other things, as follows:
(a) bill, collect and record payments on the Mortgage Receivables;
(b) keep records/books of account/documents for the Issuer in relation to the Mortgage Receivables;
(c) carry out any activities with regard to the Mortgage Receivables and the Mortgages in accordance
with the practice of a reasonably acting mortgage servicer and the then current foreclosure
procedures and do all such things and prepare and send to the Borrowers and/or any other relevant
parties all such documents and notices which are incidental thereto, including the co-operation with
any repurchase of Mortgage Receivables by the Seller, to the extent applicable;
(d) subject to the provisions of the Servicing Agreement take all reasonable steps to recover all sums
due under or in connection with the Mortgage Loans, including, without limitation any security as
required and –to the extent possible – making claims under Risk Insurance Policies;
(e) if and to the extent necessary, communicate with the Borrowers;
(f) with effect from and including the occurrence of a Seller Interest Reset Termination Event: (i) notify
the Portfolio Manager of any upcoming Interest Reset Dates in respect of any Mortgage Receivable
on each Mortgage Report Date falling on the fifth Business Day following the end of each Mortgage
Calculation Period, (ii) on an Interest Determination Date confirm by email the Proposed Interest
Rates to the Portfolio Manager and (iii) on an Interest Reset Proposal Date send the Proposed
Interest Rates to the relevant Borrowers in the name and on behalf of the Issuer;
(g) (i) upon instruction of the Security Trustee notify the Borrowers of the assignment after an
Assignment Notification Event has occurred and/or (ii) the Security Trustee after a Pledge
Notification Event has occurred;
(h) acting on the advice or instruction of the Portfolio Manager regarding any decision on borrower
special servicing situations and request instruction following such instruction;
(i) acting on the instruction of the Portfolio Manager regarding any decision on changing the terms and
conditions of a Borrower’s Mortgage Interest Rate in the event of (potential) default of the
Borrower, including any request for revision interest rate conditions in case of any arrears;
(j) acting on the instruction of the Portfolio Manager regarding any decision on any actual, potential or
suspected case of fraud on the basis of advice and information received from it, including, the
Servicer’s legal department or affairs division and notify the Portfolio Manager of steps taken
pursuant to the instruction of the Portfolio Manager;
(k) acting on the instruction of the Portfolio Manager regarding any decision on any complaints from
Borrowers, where the Servicer requests or requires guidance from the Issuer, including, consulting
external counsels, if necessary;
105
(l) investigate payment delinquencies of the Borrowers;
(m) take all other action and do all other things which it would be reasonable to expect a reasonably
prudent provider of mortgage loan services to do in respect of providing services with regard to
mortgage loans;
(n) keep records for all taxation purposes including VAT;
(o) assist the auditors of the Issuer and provide information to them upon reasonable request;
(p) verify that the maturity of a New Ported Mortgage Loan Receivable (including any Additional Loan
Part Receivable, if applicable) or Further Advance Receivable (i) does not exceed 31 October 2052
or (ii) with respect to a New Ported Mortgage Loan Receivable (including any Additional Loan Part
Receivable, if applicable) or Further Advance Receivable to be sold and assigned after the First
Optional Redemption Date does not exceed the maturity of the related existing Mortgage
Receivable;
(q) verify that the maximum mortgage term of a Further Advance or New Ported Mortgage Loan
(including any Additional Loan Part, if applicable) is 30 years;
(r) inform the Portfolio Manager, the Issuer and the Issuer Administrator about (i) the expiry dates of
the Construction Deposits connected to some of the Mortgage Loans, (ii) any changes to these expiry
dates and (iii) when a Construction Deposit is fully disbursed;
(s) inform the Portfolio Manager, the Issuer and the Issuer Administrator about any negative difference
between the Outstanding Principal Amount of the New Ported Mortgage Loan and the mortgage loan
granted in connection with the Old Mortgaged Asset;
(t) submit notices to the Issuer and the Issuer Administrator for the purchase of any Further Advance
Receivables or New Ported Mortgage Receivables (including any Additional Loan Part Receivables,
if applicable) or drawings under Construction Deposits;
(u) perform any other obligations imposed on the Servicer under the Servicing Agreement; and
(v) take all other action and do all other things which would be reasonable to expect to give effect to the
above mentioned activities.
Reference is made to Section 7.1 (Purchase, Repurchase and Sale) for Quion Services B.V.’s liability in its
capacity as Elan Servicer in respect of its performance of these mortgage loan services.
Quion Groep B.V.
Quion Groep B.V. (Quion Groep), whose registered office is in Rotterdam, is an independent mortgage
servicer, focused on the total coordination of mortgages for third parties. Quion Groep offers a full range of
mortgage servicing activities to financial institutions, from origination and monthly collections, to arrears
and foreclosure management of the mortgage loan portfolios. Quion Groep has ratings from Fitch Ratings
Limited for both its primary and special services. The head office is located at Fascinatio Boulevard 1302,
2909 VA, Capelle aan den IJssel, the Netherlands.
In 1993, Quion Groep (then named Hypotrust B.V.) was founded to meet the demand by financial
institutions for an efficient way to invest directly in the Dutch mortgage market. The mortgage loans are
distributed through a network of 1,750 independent intermediaries.
106
Quion Groep identifies specific mortgage pools based on underwriting criteria and provides portfolio data for
investor reporting in securitisation transactions. To ensure services continuity, Quion Groep has set up a
mechanism to safeguard its software, giving the mortgage lenders the ability to obtain the services from
Quion Business Continuity B.V. in the event that Quion Groep discontinues its operations. Quion Groep
employs special fraud officers and has developed a fraud policy based on its extensive experience in the
mortgage industry.
Quion Groep presently services over 300,000 mortgages, a portfolio of about EUR 50 billion.
Quion Groep is one of the highest rated servicers in the Dutch market. In August 2015, Fitch upgraded
Quion Groep’s Dutch Residential Primary Servicer rating to “RPS2+” from “RPS2” and affirmed its Dutch
Residential Special Servicer rating at “RSS2”. In October 2016, Fitch upgraded its Dutch Residential Special
Servicer rating to “RSS2+”.
Quion Hypotheekbegeleiding B.V., Quion Hypotheekbemiddeling B.V. and Quion Services B.V. are wholly-
owned subsidiaries of Quion Groep. By means of its subsidiaries Quion Groep is an independent mortgage
servicer that offers a full range of mortgage servicing activities to financial institutions. Its activities range
from origination and monthly collections to arrears and foreclosure management of mortgage loan portfolios.
The information under this heading has been provided by Quion Groep.
107
3.6 Issuer Administrator
The Issuer has appointed Intertrust Administrative Services B.V. to act as Issuer Administrator in accordance
with the terms of the Administration Agreement and as such to provide the Issuer Services.
Intertrust Administrative Services B.V. is incorporated under Dutch law as a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Amsterdam, the
Netherlands and its registered office is at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands and
its telephone number is +31 20 5214 777. The Issuer Administrator is registered with the Commercial
The objectives of Intertrust Administrative Services B.V. are (a) to represent financial, economic and
administrative interests in the Netherlands and other countries; (b) to act as a trust company, as well as to
participate in, manage and administer other enterprises, companies and legal entities, and (c) to perform any
and all acts which are related, incidental or which may be conducive to the above.
The managing directors of Intertrust Administrative Services B.V. are D.J.C. Niezing, P. de Langen and
E.M. van Ankeren. The sole shareholder of Intertrust Administrative Services B.V. is Intertrust
(Netherlands) B.V., a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands and having its corporate seat (statutaire
zetel) in Amsterdam, the Netherlands. The managing directors of Intertrust (Netherlands) B.V. are O.J.A.
van der Nap, P. de Langen and D.J.C. Niezing. Intertrust (Netherlands) B.V. is also the sole shareholder of
the Director of the Issuer, the Shareholder and the Security Trustee.
108
3.7 Portfolio Manager
The Issuer has appointed Dutch Mortgage Portfolio Management B.V. (DMPM) to act as its Portfolio
Manager in accordance with the terms of the Portfolio Management Agreement. The Seller has separately
appointed DMPM as the Elan Portfolio Manager and a description of DMPM’s obligations in that capacity
are summarised in Section 3.4 (Seller).
DMPM is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under
Dutch law, having its official seat (statutaire zetel) in Rotterdam, the Netherlands and its registered office
address at Fascinatio Boulevard 1302, 2909VA Capelle aan den IJssel, the Netherlands, registered with the
trade register of the Dutch Chamber of Commerce under number 65442253. It has a licence to act as a credit
intermediary pursuant to article 2:80 Wft.
DMPM was founded in 2016 and is regulated by the AFM. DMPM is an active portfolio manager of Dutch
mortgages and advises its clients among others on the investment structure, underwriting criteria, portfolio
composition, rate setting and credit management processes. In addition DMPM acts as director of mortgage
originators which offer a mortgage product exclusively designed for its clients. DMPM furthermore performs
cash management and reporting services.
DMPM has, in accordance with the terms of the Portfolio Management Agreement, agreed to provide certain
portfolio management services to the Issuer on a day-to-day basis which include, among other things, as
follows:
(a) the resetting of the Mortgage Interest Rates in relation to Mortgage Loans owned by the Issuer upon
the occurrence of a Seller Interest Reset Termination Event, subject to and in accordance with the
Interest Rate Reset Agreement and the Portfolio Manager Interest Rate Policy;
(b) ongoing credit management services which include instructing the Servicer regarding any decision
on borrower special servicing situations in relation to defaulted Mortgage Loans and monitor such
situations;
(c) after the occurrence of any Seller Interest Reset Termination Event, the validation of suggested
changes proposed or required to be made to the Portfolio Manager Interest Rate Policy as a result of
changes to applicable laws, rules and regulations proposed by the Servicer;
(d) in consultation with the Servicer, the performance of any auction of any Mortgage Loan on behalf of
the Issuer required due to the breach of any Key Representation relating to that Mortgage Loan (see
Section 7.1 (Purchase, Repurchase and Sale) of this Prospectus for the circumstances in which an
auction will be required); and
(e) recording (i) all claims made by the Seller, the Issuer and any relevant Elan Issuer during a calendar
year for breaches of representations and warranties with respect to the Mortgage Loans and the
Mortgage Receivables resulting therefrom and for breaches of the Mortgage Loan Criteria by the
Elan Servicer and (ii) all payments made by the Elan Servicer into the Collection Foundation
Account and notifying the Collection Foundation Administrator accordingly.
The Portfolio Manager shall indemnify the Issuer in respect of any loss or liability (but excluding any
economic loss (gederfde winst) and any consequential loss (gevolgschade), but including all reasonably
incurred costs, expenses and fees (including costs, expenses and fees of any legal and/or regulations advisor
to the Issuer in relation to an Issuer Breach (as defined below)) incurred by it in connection with any breach
by the Portfolio Manager of (a) any of its obligations under the portfolio management services as set out in
the Portfolio Management Agreement or (b) any obligation which the Portfolio Manager has towards the
109
Issuer under the Portfolio Management Agreement or the Interest Rate Reset Agreement or (c) any
representation, warranty or undertaking provided by the Portfolio Manager to or for the benefit of the Issuer
under the Portfolio Management or the Interest Rate Reset Agreement (item (a), (b) and (c) together referred
to as an Issuer Breach), unless such loss or liability is the result of (i) any action or the failure to take action
by the Issuer or any of its agents (such as the Servicer), delegates or attorneys or (ii) the reasonable reliance
by the Portfolio Manager on information provided by the Issuer or third parties, including the Servicer,
which the Portfolio Manager may reasonably rely on when providing the portfolio management services or
(iii) a written instruction given by the Issuer provided that the Portfolio Manager shall only indemnify the
Issuer if the loss or liability suffered by Issuer is in any year (starting from (and including) the date of the
Portfolio Management Agreement) more than EUR 30,000, in which case, the Portfolio Manager shall be
liable to indemnify the Issuer for all amounts of loss or liability the Issuer suffers, in excess of EUR 30,000.
The Portfolio Manager has capped its aggregate liability which can be incurred towards each of the Issuer,
the Seller, the Elan Lender (or any of its affiliates or nominees) and each Elan Issuer taken as a whole. Other
than in the case of gross negligence, fraud or wilful misconduct of the Portfolio Manager, the liability of the
Portfolio Manager is subject to a limit of (i) EUR 1,000,000 per claim and (ii) an aggregate amount of EUR
5,000,000 per calendar year.
The Portfolio Manager shall not be liable for damages caused by third parties in respect of Portfolio
Management Services which the Portfolio Manager is not able to legally perform itself, unless such liability
is caused by any failure to duly perform by any party to which the Portfolio Manager has sub-contracted any
of its obligation under the Portfolio Management Agreement.
The Security Trustee and the Issuer (acting jointly) may terminate the Portfolio Management Agreement
upon the occurrence of certain events. Such termination shall not take effect unless a substitute portfolio
manager is appointed by the Issuer. In addition thereto the Portfolio Management Agreement may be
terminated commencing on the fifth anniversary of this Agreement (a) by the Portfolio Manager with respect
to itself tendering its resignation or (b) by the Issuer and the Security Trustee (acting jointly) terminating the
appointment of the Portfolio Manager without cause, in each case, upon the expiry of not less than 6 months'
notice of termination given by (a) the Portfolio Manager to each of the Issuer and the Security Trustee or (b)
the Issuer or the Security Trustee to the Portfolio Manager, provided certain conditions are fulfilled.
For the avoidance of doubt, other than through DMPM’s role as Portfolio Manager, DMPM has not been
involved in the preparation of this Prospectus and the Transaction Documents. As such it is noted that this
Prospectus is not made available on behalf of DMPM and DMPM takes no responsibility for the content of
this Prospectus other than the information in respect of it contained in this Section 3.7 (Portfolio Manager).
110
3.8 Swap Counterparty
ING Bank N.V. is a public limited company (naamloze vennootschap) incorporated under the laws of The
Netherlands on 12 November 1927, with its corporate seat (statutaire zetel) in Amsterdam, The Netherlands
(ING Bank). ING Bank is registered at the Chamber of Commerce of Amsterdam under No. 33031431.
ING Bank is part of ING Groep N.V. (ING Group). ING Group is the holding company of a broad spectrum
of companies (together called ING) offering banking services to meet the needs of a broad customer base.
ING Bank is a wholly-owned, non-listed subsidiary of ING Group and currently offers retail banking
services to individuals, small and medium-sized enterprises and mid-corporates in Europe, Asia and
Australia and commercial banking services to customers around the world, including multinational
corporations, governments, financial institutions and supranational organisations. ING Group currently
serves more than 35 million customers through an extensive network in more than 40 countries. ING Bank
has more than 54,000 employees.
ING Bank is directly supervised by the European Central Bank (ECB) as part of the Single Supervisory
Mechanism (SSM). The SSM comprises of the ECB and national competent authorities of participating
Member States. The SSM is responsible for ‘prudential supervision’ (the financial soundness of financial
institutions). The ECB is responsible for specific tasks in the area of prudential supervision while the Dutch
Central Bank, De Nederlandsche Bank (DNB), remains responsible for prudential supervision in respect of
those powers that are not conferred to the ECB, which includes supervision on payment systems and
financial crime supervision. The Netherlands Authority for the Financial Markets (AFM), is responsible for
‘conduct of business supervision’ (assessing the behaviour of players in the Dutch financial markets) of ING
Bank.
The information in the preceding three paragraphs has been provided by ING Bank for use in this Prospectus
and ING Bank is solely responsible for the accuracy of the preceding three paragraphs. Except for the
preceding three paragraphs, ING Bank in its capacity as Swap Counterparty, and its affiliates have not been
involved in the preparation of, and do not accept responsibility for, this Prospectus.
111
3.9 Swap Collateral Custodian
The Issuer has appointed The Bank of New York Mellon, acting through its London branch to act as its
Swap Collateral Custodian in accordance with the terms of the Swap Collateral Custodian Agreement.
The Bank of New York Mellon, a wholly owned subsidiary of The Bank of New York Mellon Corporation,
is incorporated, with limited liability by Charter, under the Laws of the State of New York by special act of
the New York State Legislature, Chapter 616 of the Laws of 1871, with its Head Office situate at 225
Liberty Street, New York, NY 10286, USA and having a branch registered in England & Wales with FC No
005522 and BR No 000818 with its principal office in the United Kingdom situated at One Canada Square,
London E14 5AL.
The Bank of New York Mellon’s corporate trust business services $12 trillion in outstanding debt from 55
locations around the world. It services all major debt categories, including corporate and municipal debt,
mortgage-backed and asset-backed securities, collateralized debt obligations, derivative securities and
international debt offerings. The Bank of New York Mellon’s corporate trust and agency services are
delivered through The Bank of New York Mellon and The Bank of New York Mellon Trust Company, N.A.
The Bank of New York Mellon Corporation is a global financial services company focused on helping
clients manage and service their financial assets, operating in 35 countries and serving more than 100
markets. The company is a leading provider of financial services for institutions, corporations and high-net-
worth individuals, providing superior asset management and wealth management, asset servicing, issuer
services, clearing services and treasury services through a worldwide client-focused team. It has more than
$26 trillion in assets under custody and administration and more than $1.4 trillion in assets under
management. Additional information is available at bnymellon.com.
112
3.10 Back-up Servicer Facilitator
The Issuer has, in accordance with the terms of the Servicing Agreement, appointed BNP Paribas Securities
Services, Luxembourg Branch as the Back-up Servicer Facilitator, to assist the Issuer and the Security
Trustee in appointing a substitute servicer in the event the Servicing Agreement is terminated in respect of
the Servicer.
113
3.11 Other Parties
Issuer Account Bank: N.V. Bank Nederlandse Gemeenten
Paying Agent: BNP Paribas Securities Services, Luxembourg Branch
Reference Agent: BNP Paribas Securities Services, Luxembourg Branch
Listing Agent: ABN AMRO Bank N.V.
Arranger: Goldman Sachs International
Joint Lead Managers: Goldman Sachs International and ING Bank N.V.
Retention Holder: Goldman Sachs Lending Partners LLC
114
4. THE NOTES
4.1 Terms and Conditions
If Notes are issued in definitive form, the terms and conditions (the ‘Conditions’) will be as set out below.
The Conditions will be endorsed on each Definitive Note if they are issued. While the Notes remain in global
form, the same terms and conditions govern the Notes, except to the extent that they are not appropriate for
Notes in global form. See Section 4.2 (Form) below.
The issue of the EUR 233,900,000 Class A mortgage-backed notes 2017 due October 2055 (the Class A
Notes), the EUR 3,800,000 Class B mortgage-backed notes 2017 due October 2055 (the Class B Notes), the
EUR 7,600,000 Class C mortgage-backed notes 2017 due October 2055 (the Class C Notes), the 2,600,000
Class D mortgage-backed notes 2017 due October 2055 (the Class D Notes), the EUR 2,600,000 Class E
mortgage-backed notes 2017 due October 2055 (the Class E Notes), the EUR 5,100,000 Class F mortgage-
backed notes 2017 due October 2055 (the Class F Notes and together with the Class A Notes, the Class B
Notes, the Class C Notes, the Class D Notes and the Class E Notes, the Floating Rate Notes) and the EUR
40,000,000 Class RS notes 2017 due October 2055 (the Class RS Notes and together with the Floating Rate
Notes, the Notes) was authorised by a resolution of the managing director of the Issuer passed on 22 August
2017. The Notes are issued under the Trust Deed on the Closing Date. Unless otherwise defined herein,
words and expressions used below are defined in a master definitions agreement dated the Signing Date
between the Issuer, the Security Trustee, the Seller and certain other parties as amended from time to time
(the Master Definitions Agreement). Such words and expression shall, except where the context requires
otherwise, have the same meanings in these Conditions. If the terms or definitions in the Master Definitions
Agreement would conflict with the terms and definitions used therein, the terms and definitions of these
Conditions shall prevail.
The statements in these Conditions include summaries of, and are subject to, the detailed provisions of (i) the
Trust Deed, which will include the forms of the Notes and Coupons, and the Temporary Global Notes and
the Permanent Global Notes, (ii) the Paying Agency Agreement, (iii) the Servicing Agreement, (iv) the
Parallel Debt Agreement and (v) the Pledge Agreements.
Copies of the Trust Deed, Paying Agency Agreement, the Parallel Debt Agreement, the Pledge Agreements,
and the Master Definitions Agreement and certain other Transaction Documents (see Section 8 (General)
below) are available for inspection, free of charge, by Noteholders and prospective Noteholders at the
specified office of the Paying Agent and the present office of the Security Trustee, being at the date hereof
Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, and in electronic form upon email request at
securitisation@intertrustgroup.com. The Noteholders are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Trust Deed (in particular the Priorities of Payment set out
therein), the Paying Agency Agreement, the Parallel Debt Agreement (in particular the limited recourse and
non-petition provisions set out therein), the Pledge Agreements and the Master Definitions Agreement.
1. Form, Denomination and Title
The Notes will be in bearer form serially numbered and with Coupons attached on issue in
denominations of EUR 100,000 and in integral multiples of EUR 1,000 in excess thereof up to and
including EUR 199,000. Under Dutch law, the valid transfer of Notes or Coupons requires, among
other things, delivery (levering) thereof. The Issuer, the Security Trustee and the Paying Agent may,
to the fullest extent permitted by law, treat the holder of any Note and of the Coupons appertaining
thereto as its absolute owner for all purposes (whether or not payment under such Note or Coupon
shall be overdue and notwithstanding any notice of ownership or writing thereon or any notice of
115
previous loss or theft thereof), including payment and no person shall be liable for so treating such
holder. The signatures on the Notes will be in facsimile.
For as long as the Notes are represented by a Global Note and Euroclear and/or Clearstream,
Luxembourg, as the case may be, so permit, such Notes will be tradeable only in the minimum
authorised denomination of EUR 100,000 and in integral multiples of EUR 1,000 in excess thereof
up to and including EUR 199,000. Notes in definitive form, if issued, will only be printed and issued
in denominations of EUR 100,000 in each case increased with any amount in excess thereof in
integral multiples of EUR 1,000 up to and including EUR 199,000. No Notes in definitive form will
be issued with a denomination above EUR 199,000. All Notes will be serially numbered and will be
issued in bearer form and with (at the date of issue) Coupons and, if necessary, talons attached.
2. Status, Priority and Security
(a) The Notes of each Class are direct and unconditional obligations of the Issuer and rank pari passu
and pro rata without any preference or priority among Notes of the same Class.
(b) The Most Senior Class of Notes is:
(i) the Class A Notes whilst they remain outstanding;
(ii) thereafter the Class B Notes whilst they remain outstanding;
(iii) thereafter the Class C Notes whilst they remain outstanding;
(iv) thereafter the Class D Notes whilst they remain outstanding;
(v) thereafter the Class E Notes whilst they remain outstanding;
(vi) thereafter the Class F Notes whilst they remain outstanding;
(vii) thereafter the Class RS Notes whilst they remain outstanding.
(c) The Security for the obligations of the Issuer towards, amongst others, the Noteholders will be
created pursuant to, and on the terms set out in, the Trust Deed and the Pledge Agreements, which
will create, among other things, the following security rights:
(i) a first ranking pledge by the Issuer to the Security Trustee over the Mortgage
Receivables and the Beneficiary Rights and all rights ancillary thereto;
(ii) a first ranking pledge by the Issuer to the Security Trustee over the Issuer Rights;
and
(iii) an English law first ranking fixed charge over the Swap Collateral Accounts.
(d) The obligations under the Notes are secured (indirectly) by the Security. The obligations under the
Class A Notes will rank in priority to the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes, the Class F Notes and the Class RS Notes in the event of the Security being enforced.
The Trust Deed contains provisions requiring the Security Trustee to have regard only to the
interests of the Noteholders of a Class and not to consequences of such exercise upon individual
Noteholders. If, in the sole opinion of the Security Trustee, there is a conflict of interest between any
Classes of Noteholders, the Security Trustee shall have regard only to the interest of the Higher
Ranking Class or Classes of Notes. In addition, the Security Trustee shall have regard to the interest
116
of the other Secured Creditors. In case of a conflict of interest between the Secured Creditors, the
ranking set out in the Post-Enforcement and Call Option Exercise Priority of Payments determines
which interest of which Secured Creditor (which includes the Swap Counterparty) prevails.
3. Covenants of the Issuer
As long as any of the Notes remain outstanding, the Issuer shall carry out its business in accordance
with proper and prudent Netherlands business practice and in accordance with the requirements of
Dutch law and accounting practice, and shall not, except (i) to the extent permitted by the
Transaction Documents or (ii) with the prior written consent of the Security Trustee:
(a) carry out any business other than as described in the Prospectus and as contemplated in the
Transaction Documents;
(b) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or
indemnity in respect of any indebtedness except as contemplated in the Transaction
Documents;
(c) create or promise to create any mortgage, charge, pledge, lien or other security interest
whatsoever over any of its assets, or use, invest, sell, transfer or otherwise dispose of or
grant any options or rights to any part of its assets except as contemplated by the Transaction
Documents;
(d) consolidate or merge with any other person or convey or transfer its properties or assets
substantially or as an entirety to any person;
(e) permit the validity or effectiveness of the Transaction Documents, or the priority of the
security created thereby or pursuant thereto to be amended, terminated, waived, postponed
or discharged, or permit any person whose obligations form part of such security rights to be
released from such obligations or consent to any waiver except as contemplated in the
(f) have any employees or premises or have any subsidiary or subsidiary undertaking;
(g) have an interest in any bank account other than the Issuer Accounts and the Swap Collateral
Accounts unless all rights in relation to such account will have been pledged to the Security
Trustee as provided in Condition 2(c)(ii);
(h) take any action which will cause its ‘centre of main interest’ within the meaning of the
insolvency regulation to be located outside the Netherlands;
(i) amend, supplement or otherwise modify its articles of association or other constitutive
documents;
(j) pay any dividend or make any other distribution to its shareholder(s), other than in
accordance with the applicable Priority of Payments or issue any further shares; or
(k) engage in any activity whatsoever which is not incidental to or necessary in connection with,
any of the activities which the relevant Transaction Documents provide or envisage that the
Issuer will engage in.
117
4. Interest
(a) Period of Accrual
The Floating Rate Notes shall bear interest on their Principal Amount Outstanding from and
including the Closing Date. The Class RS Notes will be entitled to an amount equal to the Class RS
Notes Interest Amount. Each such Note or in the case of the redemption of part only of a Note, that
part only of such Note) shall cease to bear interest from its due date for redemption unless, upon due
presentation, payment of the relevant amount of principal or any part thereof is improperly withheld
or refused. In such event, interest will continue to accrue thereon (before and after any judgment) at
the rate applicable to such Note up to but excluding the date on which, on presentation of such Note,
payment in full of the relevant amount of principal is made or (if earlier) the seventh day after notice
is duly given by the Paying Agent to the holder thereof (in accordance with Condition 13) that upon
presentation thereof, such payments will be made, provided that upon such presentation payment is
in fact made.
Whenever it is necessary to compute an amount of interest in respect of any Floating Rate Note for
any period (including any Interest Period), such interest shall be calculated on the basis of the actual
days elapsed in such period divided by a 360 day year.
(b) Interest Periods and Notes Payment Dates
Interest on the Floating Rate Notes is payable by reference to the successive Interest Periods. Each
successive Interest Period will commence on (and include) a Notes Payment Date and end on (but
exclude) the next succeeding Notes Payment Date, except for the first Interest Period which will
commence on (and include) the Closing Date and end on (but exclude) the Notes Payment Date
falling in October 2017.
Interest on any Floating Rate Note shall be payable quarterly in arrear in EUR in respect of the
Principal Amount Outstanding of such Floating Rate Note on each Notes Payment Date.
(c) Interest on the Floating Rate Notes up to and including the First Optional Redemption Date
Up to and including the First Optional Redemption Date, interest on the Floating Rate Notes for each
Interest Period will accrue from the Closing Date at an annual rate equal to the sum of the Euro
Interbank Offered Rate (Euribor) for three month deposits in EUR (determined in accordance with
paragraph (f) below) (or, in respect of the first Interest Period, the rate which represents the linear
interpolation of Euribor for one month deposits in EUR and Euribor for two month deposits in EUR,
rounded, if necessary, to the 5th decimal place with 0.000005, being rounded upwards), plus an
Initial Margin of:
118
The Interest Rates on the Floating Rate Notes shall at any time be at least zero per cent.
(d) Interest on the Floating Rate Notes following the First Optional Redemption Date
If on the First Optional Redemption Date the Floating Rate Notes have not been redeemed in full,
the rate of interest applicable to the Floating Rate Notes will, as of (but excluding) the First Optional
Redemption Date, accrue at an annual rate equal to the sum of Euribor for three month deposits, plus
an Extension Margin of:
The Interest Rates on the Floating Rate Notes shall at any time be at least zero per cent.
With respect to each Interest Period after the First Optional Redemption Date, the payment of an
amount equal to the positive difference, if any, between (a) (i) the Extension Margin plus (ii) Euribor
for three months deposits, with (i) plus (ii) floored at zero, multiplied by the aggregate Principal
Amount Outstanding of the relevant Class of Notes at close of business on the first day of an Interest
Period and (b) (i) the relevant Initial Margin plus (ii) Euribor for three months deposits, with (i) plus
(ii) floored at zero, multiplied by the aggregate Principal Amount Outstanding of the relevant Class
of Notes at close of business on the first day of an Interest Period, in each case multiplied by the
actual days elapsed in such period divided by a 360 day year (the Subordinated Extension
Payment Amount), is subordinated to certain other payment obligations of the Issuer as set forth in
the Trust Deed.
(e) Euribor
For the purpose of Conditions 4(c) and (d) Euribor will be determined as follows:
(i) The Reference Agent will, subject to Condition 4(c), obtain for each Interest Period
the rate equal to Euribor for three month deposits in euros. The Reference Agent
shall use the Euribor rate as determined and published jointly by the European
Banking Federation and ACI – The Financial Market Association and which appears
for information purposes on the Reuters Screen EURIBOR01, (or, if not available,
any other display page on any screen service maintained by any registered
information vendor for the display of the Euribor rate selected by the Reference
Agent) as at or about 11.00 am (Central European Time) on the day that is two
Business Days preceding the first day of each Interest Period (each an Interest
Determination Date);
(ii) If, on the relevant Interest Determination Date, such Euribor rate is not determined
and published jointly by the European Banking Association and ACI — The
Financial Market Association, or if it is not otherwise reasonably practicable to
calculate the rate under (i) above, the Reference Agent will:
119
(A) request the principal Euro-zone office of each of four major banks in the
Euro-zone interbank market (the Euribor Reference Banks) to provide a
quotation for the rate at which three month euro deposits are offered by it in
the Euro-zone interbank market at approximately 11.00 am (Central
European Time) on the relevant Interest Determination Date to prime banks
in the Euro-zone interbank market in an amount that is representative for a
single transaction at that time; and
(B) if at least two quotations are provided, determine the arithmetic mean
(rounded, if necessary, to the fifth decimal place with 0.000005 being
rounded upwards) of such quotations as provided; and
(iii) if fewer than two such quotations are provided as requested, the Reference Agent
will determine the arithmetic mean (rounded, if necessary to the fifth decimal place
with 0.000005 being rounded upwards) of the rates quoted by major banks, of which
there shall be at least two in number, in the Euro-zone, selected by the Reference
Agent, at approximately 11.00 am (Central European Time) on the relevant Interest
Determination Date for three month deposits to leading Euro-zone banks in an
amount that is representative for a single transaction in that market at that time,
and Euribor for such Interest Period shall be the rate per annum equal to Euribor for three month
euro deposits as determined in accordance with this paragraph (e), provided that if the Reference
Agent is unable to determine Euribor in accordance with the above provisions in relation to any
Interest Period, Euribor applicable to the Floating Rate Notes during such Interest Period will be
Euribor last determined in relation thereto.
(f) Determination of the Interest Rates and Calculation of Floating Interest Amounts in respect of the
Floating Rate Notes
The Reference Agent will, as soon as practicable after 11.00 am (Central European Time) on each
Interest Determination Date, determine the rates of interest referred to in paragraphs (c) and (d)
above for the Floating Rate Notes and calculate the amount of interest payable on each such Floating
Rate Note for the following Interest Period (the Floating Interest Amount) by applying the relevant
Interest Rates to the Principal Amount Outstanding of the Floating Rate Notes on the first day of the
relevant Interest Period. The determination of the relevant Interest Rates and each Floating Interest
Amount by the Reference Agent shall (in the absence of manifest error) be final and binding on all
parties.
(g) Notification of Interest Rates, Floating Interest Amounts and Notes Payment Dates in respect of the
Floating Rate Notes
The Reference Agent will cause the relevant Interest Rates, the relevant Floating Interest Amount
and the Notes Payment Date applicable to the Floating Rate Notes to be notified to the Issuer, the
Security Trustee, the Paying Agent, the Issuer Administrator, the holders of such Floating Rate
Notes and (for so long as the Floating Rate Notes are admitted to the official list and trading on the
regulated market of Euronext Amsterdam) Euronext Amsterdam. The Interest Rates, Floating
Interest Amount and Notes Payment Date so published may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without notice in the event of an
extension or shortening of the Interest Period.
(h) Calculation of Floating Rate Amounts by Security Trustee in respect of the Floating Rate Notes
120
If the Reference Agent at any time for any reason does not determine the relevant Interest Rates in
accordance with Condition 4(e) above or fails to calculate the relevant Floating Interest Amounts in
accordance with Condition 4(e) above, the Security Trustee shall, or a party so appointed by the
Security Trustee shall on behalf of the Security Trustee, determine the Interest Rate, at such rate as,
in its absolute discretion (having such regard as it shall think fit to the procedure described in
Condition 4(e) above), it shall deem fair and reasonable under the circumstances, or, as the case may
be, the Security Trustee shall calculate the relevant Floating Interest Amounts in accordance with
Condition 4(e) above, and each such determination or calculation shall be final and binding on all
parties.
(i) Reference Agent
The Issuer will procure that, as long as any of the Floating Rate Notes remains outstanding, there
will at all times be a reference agent. The Issuer has, subject to the prior written consent of the
Security Trustee, the right to terminate the appointment of the Reference Agent by giving at least 90
days’ notice in writing to that effect. Notice of any such termination will be given to the holders of
the Notes in accordance with Condition 13. If any person is unable or unwilling to continue to act as
the reference agent or if the appointment of the Reference Agent is terminated, the Issuer will, with
the prior written consent of the Security Trustee, appoint a successor reference agent to act in its
place, provided that neither the resignation nor removal of the Reference Agent shall take effect until
a successor approved in writing by the Security Trustee has been appointed.
(j) Class RS Notes Interest Amount
Interest on the Class RS Notes will be equal to the Class RS Notes Interest Amount. The Class RS
Notes Interest Amount means prior to the delivery of an Enforcement Notice an amount equal to the
Available Revenue Funds remaining after all items ranking above item (dd) of the Revenue Priority
of Payments have been paid in full. After delivery of an Enforcement Notice, the Class RS Notes
will not be entitled to the Class RS Notes Interest Amount, however the Class RS Noteholders will
be entitled to receive the Enforcement Available Amount remaining after all items ranking above
item (x) of the Post-Enforcement and Call Option Exercise Priority of Payments have been paid in
full. Each Class RS Note will be entitled to an amount equal to the Class RS Notes Interest Amount
divided by the number of Class RS Notes outstanding (each a Class RS Note Amount).
5. Payment
(a) Payment of principal and interest in respect of the Notes will be made upon presentation of the
relevant Note and against surrender of the relevant Coupon appertaining thereto at any specified
office of the Paying Agent by transfer to a euro account maintained by the payee with a bank in the
Netherlands. All such payments will be subject in all cases to any other applicable fiscal or other
laws and regulations in the place of payment or other laws and regulations to which the Issuer agrees
to be subject and the Issuer will be liable for any taxes or duties of whatever nature imposed or
levied by such laws, regulations or agreements.
(b) At the Final Maturity Date, or at such earlier date on which the Notes become due and payable, the
Notes should be presented for payment together with all unmatured Coupons appertaining thereto,
failing which the full amount of any such missing unmatured Coupons (or, in the case of payment
not being made in full, that proportion of the full amount of such missing unmatured Coupons which
the sum of principal so paid bears to the total amount of principal due) will be deducted from the
sum due for payment. Each amount so deducted will be paid in the manner mentioned above against
surrender of the relevant missing Coupon at any time before the expiry of five years following the
121
due date for payment of such principal (whether or not such Coupons would have become
unenforceable pursuant to Condition 8).
(c) If the relevant Notes Payment Date is not a day on which banks are open for business in the place of
presentation of the relevant Note and Coupon (a Local Business Day) the holder of the Note shall
not be entitled to payment until the next following Local Business Day, unless such Local Business
Day falls in the next calendar month, in which case the holder of the Note shall be entitled to
payment on the immediately preceding Local Business Day, or to any interest or other payment in
respect of any such delay, provided that in the case of payment by transfer to a euro account as
referred to above, the Paying Agent shall not be obliged to credit such account until the day on
which banks in the place of such account are open for business immediately following the day on
which banks are open for business in the Netherlands. The name of the Paying Agent and details of
its offices are set out on the last page of the Prospectus.
(d) The Issuer reserves the right at any time to vary or terminate the appointment of the Paying Agent
and to appoint additional or other paying agents provided that no paying agents located in the United
States of America will be appointed. Notice of any termination or appointment of a Paying Agent
will be given to the Noteholders in accordance with Condition 13.
6. Redemption
(a) Final redemption
If and to the extent not otherwise redeemed already, the Issuer will redeem the Notes at their
respective Principal Amount Outstanding less the relevant Principal Shortfall (if any) on the Final
Maturity Date, subject to Condition 9(a).
(b) Mandatory Redemption of the Notes
Unless previously redeemed in full and provided that no Enforcement Notice has been served in
accordance with Condition 10, the Issuer will be obliged to apply the Available Principal Funds to
(partially) redeem the Notes, on each Notes Payment Date at their respective Principal Amount
Outstanding, on a pro rata and pari passu basis within each Class, subject to Condition 9(a), in the
following sequential order:
(i) first, the Class A Notes, until fully redeemed;
(ii) second, the Class B Notes, until fully redeemed;
(iii) third, the Class C Notes until fully redeemed;
(iv) fourth, the Class D Notes until fully redeemed;
(v) fifth, the Class E Notes until fully redeemed;
(vi) sixth, the Class F Notes until fully redeemed; and
(vii) seventh, the Class RS Notes.
(c) Definitions
For the purposes of these Conditions the following term shall have the following meaning:
122
Principal Amount Outstanding on any date shall be the principal amount of that Note upon issue
less the aggregate amount of all Redemption Amounts, that have become due and payable prior to
such date, provided that for the purpose of Conditions 4, 6 and 10 all Redemption Amounts that have
become due and have not been paid shall not be so deducted.
(d) Portfolio Call Option
(i) The Majority RS Noteholder will have the right to purchase and accept assignment
from the Issuer of all Mortgage Receivables and all Beneficiary Rights relating
thereto (or cause a nominee to do so) on any Optional Redemption Date against
payment of the Redemption Purchase Price (as defined below) subject to and in
accordance with this Condition 6(d) (the Portfolio Call Option) provided that the
Portfolio Call Option may only be exercised on the condition that after the sale and
assignment of the Mortgage Receivables and all Beneficiary Rights relating thereto
to the Majority RS Noteholder (or to its nominee), either (i) all Mortgage
Receivables will continue to be serviced by the Servicer or (ii) all Mortgage
Receivables will be serviced by another provider of mortgage loan services related
to Dutch residential mortgages in the Netherlands acceptable to the Seller (the Seller
acting reasonably and in good faith) or (iii) by way of contract transfer
(contractsovername) all rights and obligations relating to all Mortgage Loans are
transferred to a third party.
(ii) The Majority RS Noteholder may, after taking into account and subject to
compliance with Conditions 6(d)(iv) and 6(d)(v) below, by way of written
notification to the Issuer with a copy to the Security Trustee and at least 60 (sixty)
calendar days prior to any Optional Redemption Date, inform the Issuer that it will
exercise the Portfolio Call Option (the Portfolio Option Exercise Notice). The
Portfolio Option Exercise Notice will include (i) the proposed Optional Redemption
Date and the relevant indicative Redemption Purchase Price (properly evidenced
and subject to final confirmation immediately prior to the exercise of the Portfolio
Call Option), (ii) the entity that will purchase and accept assignment from the Issuer
of all Mortgage Receivables and all Beneficiary Rights relating thereto (including,
without limitation, a nominee notified by the Majority RS Noteholder in which one
or more Minority RS Noteholders may have a beneficial interest in accordance with
Condition 6(d)(v)(II)) and (iii) whether by way of contract transfer
(contractsovername) all rights and obligations relating to all Mortgage Loans are
transferred to a third party. The Majority RS Noteholder may withdraw the Portfolio
Option Exercise Notice no later than six (6) Business Days prior to the relevant
Optional Redemption Date. The Issuer shall notify the exercise of the Portfolio Call
Option and receipt of the Portfolio Option Exercise Notice to the Noteholders by
giving not less than 54 (fifty-four) calendar days’ notice prior to the relevant
Optional Redemption Date.
(iii) The Issuer shall only assign legal title to all Mortgage Receivables upon receipt of
the Redemption Purchase Price and further provided that the Issuer has obtained tax
advice satisfactory to it that the sale of all Mortgage Receivables shall not cause any
adverse tax issues for it, redeem, in whole but not in part, the Floating Rate Notes at
their respective Principal Amount Outstanding, but together with accrued and
unpaid interest (including for the avoidance of doubt and if applicable, any
Subordinated Extension Payment Amount) on such Floating Rate Notes.
123
(iv) The purchase price payable by the Majority RS Noteholder on or before the relevant
Optional Redemption Date (the Redemption Purchase Price) will be the higher of:
(A) an amount, being the Redemption Base Price, equal to:
I. the sum of (I) the product of the Principal Amount Outstanding of

the Floating Rate Notes and 100 per cent. for each of the Class A
Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes and the Class F Notes, (II) any accrued but unpaid
interest (including for the avoidance of doubt and if applicable, any
Subordinated Extension Payment Amount) on the Floating Rate
Notes, (III) any amounts required under item (a) up to and including
(c) (which shall include any costs and expenses of the Issuer in
relation to the exercise by the Majority RS Noteholder of the
Portfolio Call Option) of the Post-Enforcement and Call Option
Exercise Priority of Payments on such Optional Redemption Date,
(IV) any fees, costs and expenses due and payable in relation to the
liquidation of the Issuer and (V) any Net Swap Payment payable to
the Swap Counterparty (which includes any termination payments
payable under the Swap Agreement) on such Optional Redemption
Date; less
II. the amount standing to the credit of the Issuer Transaction Accounts
and any other funds available to the Issuer as at the Optional
Redemption Date, excluding the amounts standing to the credit of
the Reserve Account and any Net Swap Payment (if positive)
received or to be received by the Issuer from the Swap Counterparty
in connection with the exercise of the Portfolio Call Option (the
excluded amounts being, the Redemption RS Distribution
Amount); and
(B) the Redemption Mortgage Receivables Current Value Purchase Price (as
defined below).
(v) The Majority RS Noteholder is required as a condition precedent to the exercise of

the Portfolio Call Option to calculate, in good faith acting reasonably, the amount
which is equal to:
(A) applying its preferred valuation methodology, the fair value of the Mortgage
Receivables that will be owned by the Issuer as at the Optional Redemption
Date; less
(B) the estimated Redemption RS Distribution Amount in respect of the

Optional Redemption Date,
(the Redemption Mortgage Receivables Current Value Price) and notify the
Redemption Mortgage Receivable Current Value Price it has calculated to each
Minority RS Noteholder (if any) in writing no later than 120 (one hundred and
twenty) calendar days prior to the date on which it proposes to deliver the Portfolio
Option Exercise Notice. Each Minority RS Noteholder shall accept or reject the
Redemption Mortgage Receivable Current Value Price notified to it within 30
124
(thirty) calendar days of receipt of the notice (any failure to respond within this
period shall be deemed to be acceptance of the Redemption Mortgage Receivable
Current Value Price by the relevant Minority RS Noteholder). The Majority RS
Noteholder may:
(I) if any Minority RS Noteholder accepts the Redemption Mortgage

Receivable Current Value Price, exercise the Portfolio Call Option
in accordance with this Condition 6(d) (Portfolio Call Option)
without any further consultation with the Minority RS Noteholder;
or
(II) if any Minority RS Noteholder rejects the Redemption Mortgage

Receivable Current Value Price, exercise the Portfolio Call Option
provided that it offers to the relevant Minority RS Noteholder prior
to the exercise, on terms mutually agreed between it and that
Minority RS Noteholder (each acting reasonably in good faith), the
right to continue to be exposed to the Minority RS Noteholder’s
proportion share of the economic returns on the Mortgage
Receivables after the exercise of the Portfolio Call Option (its
proportionate share being calculated, unless otherwise agreed
between the parties, by reference to the aggregate Principal Amount
Outstanding of the Class RS Notes held by the Minority RS
Noteholder as a proportion of the total Principal Amount
Outstanding of the Class RS Notes at the time).
Each Minority RS Noteholder shall receive, notwithstanding its acceptance or

rejection of the Redemption Mortgage Receivable Current Value Price, its
proportionate share of any proceeds available to it in accordance with the Post-
Enforcement and Call Option Exercise Priority of Payments upon the exercise of the
Portfolio Call Option (including, without limitation, its share of an amount equal to
the Redemption RS Distribution Amount and the amount by which the Redemption
Purchase Price exceeds the Redemption Base Price (if any)).
Each of the Issuer and the Security Trustee shall have no obligation, liability or
responsibility whatsoever to investigate, certify or diligence the Majority RS
Noteholder’s compliance with this Condition 6(d)(v). If for any reason the Majority
RS Noteholder fails to comply with the terms of this Condition 6(d)(v), any affected
Minority RS Noteholder shall only have recourse to, and may only make a claim
against the Majority RS Noteholder.
(vi) The Majority RS Noteholder will be required to issue an irrevocable payment

instruction in respect of the full amount of the Redemption Purchase Price for value
on the relevant Optional Redemption Date to be paid into the Issuer Collection
Account no later than two (2) Business Days before the relevant Optional
Redemption Date or take such other action agreed with the Issuer and the Security
Trustee. The full amount of the Redemption Purchase Price will be applied in
accordance with the Post-Enforcement and Call Option Exercise Priority of
Payments on the next succeeding Notes Payment Date. After the full amount of the
Redemption Purchase Price has been applied in accordance with the Post-
Enforcement and Call Option Exercise Priority of Payments, the Issuer will be
liquidated and any residual amounts remaining after the Issuer has been liquidated
and taking the costs involved with such liquidation into account will be distributed,
125
pari passu and pro rata to the Class RS Noteholders. The payment of the
Redemption Purchase Price by the Majority RS Noteholder (or its nominee) to the
Issuer and the payment of distribution amounts to the Class RS Noteholders in
accordance with the Post-Enforcement and Call Option Exercise Priority of
Payments may be subject to netting arrangements mutually agreed between them
and the Security Trustee at the time.
(vii) Immediately upon completion of any sale and assignment of all Mortgage
Receivables and assignment of all Beneficiary Rights relating thereto or contract
transfer in accordance with this Condition 6(d) (Portfolio Call Option), the Security
Trustee shall release all Mortgage Receivables and all Beneficiary Rights relating
thereto from the Security.
(viii) Upon completion of the sale and assignment of all Mortgage Receivables in
accordance with this Condition 6(d) (Portfolio Call Option) the Class RS Notes held
by the Class RS Noteholders are deemed to be cancelled in full and the Class RS
Noteholders are no longer entitled to any payments under such Class RS Notes.
(ix) In connection with the exercise of the Portfolio Call Option by the Majority RS
Noteholder, the Issuer shall not provide any representations and warranties in
relation to the sale and assignment of all Mortgage Receivables and any agreements
the Issuer shall enter into shall contain limited recourse and non-petition language in
respect of the Issuer.
(x) The Issuer and the Security Trustee will cooperate in good faith with the Majority
RS Noteholder in connection with the exercise of the Portfolio Call Option by the
Majority RS Noteholder and to provide such information as reasonably requested
including in respect of all Mortgage Loans subject to signing of non-disclosure
agreements and further subject to any regulatory and/or data protection restrictions.
(xi) All costs properly incurred and evidenced by the Issuer and the Security Trustee in
connection with the exercise of the Portfolio Call Option by the Majority RS
Noteholder will be borne by the Majority RS Noteholder exercising the Portfolio
Call Option.
126
(e) Remarketing Call Option
(i) Remarketing Redemption Instruction
The Majority RS Noteholder will have the right to structure new notes and re-market such
new notes against payment of the Restructuring Price (as defined below) to the Issuer subject
to and in accordance with this Condition 6(e) (the Remarketing Call Option).
The Majority RS Noteholder may by way of written notification (the Remarketing Call
Notice) to the Issuer with a copy to the Security Trustee and by no later than 60 (sixty)
calendar days prior to any Optional Redemption Date, instruct the Issuer to redeem all Notes
on the relevant Optional Redemption Date (such instruction, a Remarketing Redemption
Instruction). The Remarketing Call Notice will include (i) the proposed Optional
Redemption Date and (ii) the key terms of the new notes to be issued by the Issuer.
The Issuer shall notify the exercise of the Remarketing Call Option and receipt of the
Remarketing Redemption Instruction by giving not less than 54 (fifty-four) calendar days’
notice to the Noteholders prior to the relevant Optional Redemption Date.
Upon receipt of the Restructuring Price set out in Condition 6(e)(ii) on or prior to the
relevant Optional Redemption Date and subject to the Remarketing Call Option Conditions
in the Issuer’s sole discretion having been satisfied, the Issuer shall redeem, in whole but not
in part, the Floating Rate Notes at their respective Principal Amount Outstanding, but
together with accrued and unpaid interest (including for the avoidance of doubt and if
applicable, any Subordinated Extension Payment Amount) on such Floating Rate Notes from
amounts received from the Majority RS Noteholder as Restructuring Price.
By submitting a Remarketing Call Notice, the Majority RS Noteholder shall have the right to
start marketing the new notes.
(ii) Redemption in relation to Remarketing Call Option
By purchasing a Class RS Note, each Class RS Noteholder is deemed to acknowledge and

agree that, upon exercise of the Remarketing Call Option, the required amount payable by
the Majority RS Noteholder on or before the relevant Optional Redemption Date (the
Restructuring Price) will be at least equal to the amount required to enable the Issuer,
taking into account the amounts standing to the credit of the Issuer Transaction Accounts and
any other funds available to the Issuer, to (I) redeem, in whole but not in part, the Floating
Rate Notes at their respective Principal Amount Outstanding, together with accrued and
unpaid interest (including for the avoidance of doubt and if applicable, any Subordinated
Extension Payment Amount) on such Floating Rate Notes, (II) pay any amounts required
under item (a) up to and including (e) (which shall include any costs and expenses of the
Issuer in relation to the exercise by the Majority RS Noteholder of the Remarketing Call
Option) of the Post-Enforcement and Call Option Exercise Priority of Payments on such
Optional Redemption Date and (III) any Net Swap Payment (which, for the avoidance of
doubt, will not include any termination payments payable under the Swap Agreement, as the
Swap Agreement will remain in place) on such Optional Redemption Date.
Each Floating Rate Noteholder, by purchasing a Floating Rate Note, irrevocably authorises
the Paying Agent to perform such acts on its behalf which the Paying Agent deems
appropriate in order to redeem any and all Notes held by it at such Optional Redemption
Date upon the exercise of the Remarketing Call Option.
127
Furthermore, the exercise of the Remarketing Call Option by the Majority RS Noteholder is
subject to the following conditions (Remarketing Call Option Conditions):
(A) each agreement entered into by the Issuer in respect of the Remarketing Call
Option and issue and sale of new notes contains limited recourse and non-
petition provisions substantially the same as those contained in the
Transaction Documents; and
(B) all costs incurred in connection with the exercise of the Remarketing Call
Option by the Majority RS Noteholder will be borne by the Majority RS
Noteholder.
The Majority RS Noteholder will be required to inform the Issuer and the Security Trustee
about the Restructuring Price (properly evidenced) no later than five (5) Business Days prior
to the Optional Redemption Date and the Issuer and Security Trustee will have to
acknowledge and agree such amount.
The Majority RS Noteholder will be required to pay the full amount of the Restructuring
Price into the Issuer Collection Account by no later than the relevant Optional Redemption
Date or take such other action agreed with the Issuer and the Security Trustee and the Issuer
will subsequently (i) apply the Available Revenue Funds and Available Principal Funds in
accordance with the Post-Enforcement and Call Option Exercise Priority of Payments and
(ii) apply the Restructuring Price (in the form of the proceeds of the issuance of the new
notes or any intraday liquidity (if any) provided by a (joint) lead manager) to redeem the
Floating Rate Notes. Any amount in excess of the amount necessary to redeem the Floating
Rate Notes and make payments in accordance with the Post-Enforcement and Call Option
Exercise Priority of Payments will be applied by the Paying Agent to redeem the new notes
outside the applicable priority of payments for the new notes.
(iii) Consequential Amendments
The Majority RS Noteholder has the right to restructure the Notes with the consent of the
Issuer and the Security Trustee and subject to the requirement for the Swap Counterparty's
prior written consent in accordance with Condition 14(e), however without any need for the
prior consent of the Noteholders provided that such restructuring will only become effective
at the time of receipt by the Issuer of the Restructuring Price. Upon completion of the
restructuring, the Issuer will issue and sell the new notes to such person(s) as instructed by
the Majority RS Noteholder or any placement agent or other party appointed by the Majority
RS Noteholder.
For the avoidance of doubt, none of the Transaction Documents and/or appointments of
parties to the Transaction Documents shall automatically terminate as a result of a
restructuring of the Notes and issue of new notes. The restructuring of the Notes pursuant to
the Remarketing Call Option will not constitute a default under any Transaction Document.
Each of the Seller, the Swap Counterparty, the Issuer and the Security Trustee have in the
Swap Agreement and in the Mortgage Receivables Purchase Agreement, respectively,
undertaken to cooperate in good faith with the restructuring and marketing efforts of the
Majority RS Noteholder with respect to the new notes and to provide such information as
reasonably requested including in respect of the Mortgage Loans, the Seller and the Swap
Agreement, subject to signing of non-disclosure agreements and further subject to any
regulatory and/or data protection restrictions.
128
(f) Risk Retention Regulatory Change Call Option
(i) The Retention Holder or the Seller, if the Retention Holder decides not to exercise
such right, will have the right to purchase and accept assignment from the Issuer of
all Mortgage Receivables and all Beneficiary Rights relating thereto (or cause a
nominee to do so) on any Notes Payment Date, following a Risk Retention
Regulatory Change Event against payment of the Risk Retention Regulatory Change
Purchase Price (as defined below) to the Issuer subject to and in accordance with
this Condition 6(f) (the Risk Retention Regulatory Change Call Option),
provided that the Risk Retention Regulatory Change Call Option may only be
exercised on the condition that after the sale and assignment of all Mortgage
Receivables and all Beneficiary Rights relating thereto to the Retention Holder (or
to its nominee) or the Seller (or to its nominee), as the case may be, either (i) all
Mortgage Receivables will continue to be serviced by the Servicer or (ii) all
Mortgage Receivables will be serviced by another provider of mortgage loan
services related to Dutch residential mortgages in the Netherlands acceptable to the
Seller (the Seller acting reasonably and in good faith) or (iii) by way of contract
transfer (contractsovername) all rights and obligations relating to all Mortgage
Loans are transferred to a third party.
(ii) The Retention Holder or the Seller, as the case may be, may, after taking into
account and subject to compliance with Conditions 6(f)(iv) and 6(f)(v) below, by
way of written notification to the Issuer with a copy to the Security Trustee and at
least 60 (sixty) calendar days prior to any Notes Payment Date, inform the Issuer
that it will exercise the Risk Retention Regulatory Change Call Option (the Risk
Retention Regulatory Change Call Notice). The Risk Retention Regulatory
Change Call Option Notice will include (i) the proposed Notes Payment Date and
the relevant indicative Risk Retention Regulatory Change Purchase Price (properly
evidenced and subject to final confirmation immediately prior to the exercise of the
Risk Retention Regulatory Change Call Option), (ii) the entity that will purchase
and accept assignment from the Issuer of all Mortgage Receivables and all
Beneficiary Rights relating thereto (including, without limitation, a nominee notified
by the Retention Holder or the Seller, as the case may be, in which one or more
Class RS Noteholders may have a beneficial interest in accordance with Condition
6(f)(v)(II) and (iii) whether by way of contract transfer (contractsovername) all
rights and obligations relating to all Mortgage Loans are transferred to a third party.
The Retention Holder or the Seller, as the case may be, may withdraw the Risk
Retention Regulatory Change Call Option Notice no later than six (6) Business Days
prior to the relevant Notes Payment Date. The Issuer shall notify the exercise of the
Risk Retention Regulatory Change Call Option and receipt of the Risk Retention
Regulatory Change Call Option Notice to the Noteholders by giving not less than 54
(fifty-four) calendar days’ notice prior to the relevant Notes Payment Date.
(iii) The Issuer shall only assign legal title to all Mortgage Receivables upon receipt of
the Risk Retention Regulatory Change Purchase Price and further provided that the
Issuer has obtained tax advice satisfactory to it that the sale of all Mortgage
Receivables shall not cause any adverse tax issues for it redeem, in whole but not in
part, the Floating Rate Notes at their respective Principal Amount Outstanding, but
together with accrued and unpaid interest (including for the avoidance of doubt and
if applicable, any Subordinated Extension Payment Amount) on such Floating Rate
Notes.
129
(iv) The purchase price payable by the Retention Holder or the Seller, as the case may
be, on or before the relevant Notes Payment Date (the Risk Retention Regulatory
Change Purchase Price) will be the higher of:
(A) an amount, being the Risk Retention Regulatory Change Base Price,
equal to:
I. the sum of (I) the product of the Principal Amount Outstanding of

the Floating Rate Notes and 100 per cent. for the Class A Notes, the
Class B Notes, the Class C Notes, the Class D Notes, the Class E
Notes and the Class F Notes, (II) any accrued but unpaid interest
(including for the avoidance of doubt and if applicable, any
Subordinated Extension Payment Amount) on the Floating Rate
Notes, (III) any amounts required under item (a) up to and including
(c) (which shall include any costs and expenses of the Issuer in
relation to the exercise by the Retention Holder or the Seller, as the
case may be, of the Risk Retention Regulatory Change Call Option)
of the Post-Enforcement and Call Option Exercise Priority of
Payments on such Notes Payment Date, (IV) any fees, costs and
expenses due and payable in relation to the liquidation of the Issuer
and (V) any Net Swap Payment payable to the Swap Counterparty
(which includes any termination payments payable under the Swap
Agreement) on such Notes Payment Date; less
II. the amount standing to the credit of the Issuer Transaction Accounts
and any other funds available to the Issuer as at the Notes Payment
Date, excluding the amounts standing to the credit of the Reserve
Account and any Net Swap Payment (if positive) received or to be
received by the Issuer from the Swap Counterparty in connection
with the exercise of the Risk Retention Regulatory Change Call
Option (the excluded amounts being, the Risk Retention
Regulatory Change RS Distribution Amount); and
(B) the Risk Retention Regulatory Change Mortgage Receivables Current Value
Purchase Price (as defined below).
(v) The Retention Holder or the Seller, as the case may be, is required as a condition
precedent to the exercise of the Risk Retention Regulatory Change Call Option to
calculate, in good faith acting reasonably, the amount which is equal to:
(A) applying its preferred valuation methodology, the fair value of the Mortgage
Receivables that will be owned by the Issuer as at the Notes Payment Date;
less
(B) the estimated Risk Retention Regulatory Change RS Distribution Amount in

respect of the Notes Payment Date,
(the Risk Retention Regulatory Change Mortgage Receivables Current Value

Price) and notify the Risk Retention Regulatory Change Mortgage Receivable
Current Value Price it has calculated to each Class RS Noteholder in writing no later
than 120 (one hundred and twenty) calendar days prior to the date on which it
proposes to deliver the Risk Retention Regulatory Change Call Notice. Each Class
130
RS Noteholder shall accept or reject the Risk Retention Regulatory Change
Mortgage Receivable Current Value Price notified to it within 30 (thirty) calendar
days of receipt of the notice (any failure to respond within this period shall be
deemed to be acceptance of the Risk Retention Regulatory Change Mortgage
Receivable Current Value Price by the relevant Class RS Noteholder). The
Retention Holder or the Seller, as the case may be, may:
(I) if any Class RS Noteholder accepts the Risk Retention Regulatory

Change Mortgage Receivable Current Value Price, exercise the
Risk Retention Regulatory Change Call Option in accordance with
this Condition 6(f) (Risk Retention Regulatory Change Call Option)
without any further consultation with the Class RS Noteholder; or
(II) if any Class RS Noteholder rejects the Risk Retention Regulatory

Change Mortgage Receivable Current Value Price, exercise the
Risk Retention Regulatory Change Call Option provided that it
offers to the relevant Class RS Noteholder prior to the exercise, on
terms mutually agreed between it and that Class RS Noteholder
(each acting reasonably in good faith), the right to continue to be
exposed to the Class RS Noteholder’s proportion share of the
economic returns on the Mortgage Receivables after the exercise of
the Risk Retention Regulatory Change Call Option (its
proportionate share being calculated, unless otherwise agreed
between the parties, by reference to the aggregate Principal Amount
Outstanding of the Class RS Notes held by the Class RS Noteholder
as a proportion of the total Principal Amount Outstanding of the
Class RS Notes at the time).
Each Class RS Noteholder shall receive, notwithstanding its acceptance or rejection

of the Risk Retention Regulatory Change Mortgage Receivable Current Value Price,
its proportionate share of any proceeds available to it in accordance with the Post-
Enforcement and Call Option Exercise Priority of Payments upon the exercise of the
Risk Retention Regulatory Change Call Option (including, without limitation, its
share of an amount equal to the Risk Retention Regulatory Change RS Distribution
Amount and the amount by which the Risk Retention Regulatory Change Purchase
Price exceeds the Risk Retention Regulatory Change Base Price (if any)).
Each of the Issuer and the Security Trustee shall have no obligation, liability or
responsibility whatsoever to investigate, certify or diligence the Retention Holder’s
or the Seller’s, as the case may be, compliance with this Condition 6(f)(v). If for any
reason the Retention Holder or the Seller, as the case may be, fails to comply with
the terms of this Condition 6(f)(v), any affected Class RS Noteholder shall only
have recourse to, and may only make a claim against the Retention Holder or the
Seller, as the case may be.
(vi) The Retention Holder or the Seller, as the case may be, will be required to issue an
irrevocable payment instruction in respect of the full amount of the Risk Retention
Regulatory Change Purchase Price for value on the relevant Notes Payment Date to
be paid into the Issuer Collection Account no later than two (2) Business Days
before the relevant Notes Payment Date or take such other action agreed with the
Issuer and the Security Trustee. The full amount of the Risk Retention Regulatory
Change Purchase Price will be applied in accordance with the Post-Enforcement and
131
Call Option Exercise Priority of Payments on the next succeeding Notes Payment
Date. After the full amount of the Risk Retention Regulatory Change Purchase Price
has been applied in accordance with the Post-Enforcement and Call Option Exercise
Priority of Payments, the Issuer will be liquidated and any residual amounts
remaining after the Issuer has been liquidated and taking the costs involved with
such liquidation into account will be distributed, pari passu and pro rata, to the
Class RS Noteholders. The payment of the Risk Retention Regulatory Change
Purchase Price by the Retention Holder (or its nominee) or the Seller (or its
nominee), as the case may be to the Issuer and the payment of distribution amounts
to the Class RS Noteholders in accordance with the Post-Enforcement and Call
Option Exercise Priority of Payments may be subject to netting arrangements
mutually agreed between them and the Security Trustee at the time.
(vii) Immediately upon completion of any sale and assignment of all Mortgage
Receivables and assignment of all Beneficiary Rights relating thereto or contract
transfer in accordance with this Condition 6(f) (Risk Retention Regulatory Change
Call Option), the Security Trustee shall release all Mortgage Receivables and all
Beneficiary Rights relating thereto from the Security.
(viii) Upon completion of the sale and assignment of all Mortgage Receivables in
accordance with this Condition 6(f) (Risk Retention Regulatory Change Call
Option), the Class RS Notes held by the Class RS Noteholders are deemed to be
cancelled in full and the Class RS Noteholders are no longer entitled to any
payments under such Class RS Notes.
(ix) In connection with the exercise by the Retention Holder or the Seller, as the case
may be, of the Risk Retention Regulatory Change Call Option, the Issuer shall not
provide any representations and warranties in relation to the sale and assignment of
all Mortgage Receivables and any agreements the Issuer shall enter into shall
contain limited recourse and non-petition language in respect of the Issuer.
(x) The Issuer and the Security Trustee will cooperate in good faith with the Retention
Holder or the Seller, as the case may be, in connection with the exercise of the Risk
Retention Regulatory Change Call Option by the Retention Holder or the Seller, as
the case may be, and undertake to provide such information as reasonably requested
including in respect of all Mortgage Loans subject to signing of non-disclosure
agreements and further subject to any regulatory and/or data protection restrictions.
(xi) All costs properly incurred and evidenced by the Issuer and the Security Trustee in
connection with the exercise of the Risk Retention Regulatory Change Call Option
by the Retention Holder or the Seller, as the case may be, will be borne by the
Retention Holder or the Seller, as the case may be.
(g) Redemption for tax reasons
All Notes may be redeemed at the option of the Issuer on any Notes Payment Date with the proceeds
of the sale and assignment by the Mortgage Receivables and all Beneficiary Rights relating thereto if
the Issuer has satisfied the Security Trustee that:
(i) the Issuer is or will be obliged to make any withholding or deduction for, or on
account of, any taxes, duties, or charges of whatsoever nature from payments in
respect of any Class of Notes as a result of any change in, or amendment to, the
132
application of the laws or regulations of the Netherlands (including any guidelines
issued by the tax authorities) or any other jurisdiction or any political subdivision or
any authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws or regulations (including a holding
by a court of competent jurisdiction), which becomes effective on or after the
Closing Date and such obligation cannot be avoided by the Issuer taking reasonable
measures available to it; and
(ii) the proceeds of the sale and assignment of the Mortgage Receivables and
Beneficiary Rights shall be at least equal to the Tax Call Option Minimum Required
Purchase Price.
The purchase price shall form part of the Available Principal Funds. If the Tax Call Option is
exercised by the Issuer, the Notes will be redeemed in accordance with the Post-Enforcement and
Call Option Exercise Priority of Payments on the Notes Payment Date immediately following the
exercise. Any remaining outstanding amounts on the Notes after application of the Available
Principal Funds and Available Revenue Funds shall subsequently be cancelled.
The Issuer shall notify the exercise of such option by giving not more than 60 nor less than 30
calendar days’ notice to the Noteholders and the Security Trustee prior to the relevant Notes
Payment Date.
(h) Redemption Amount
The principal amount redeemable in respect of each relevant Note in respect of a Class of Notes on
the relevant Notes Payment Date (each a Redemption Amount), shall be the aggregate amount (if
any) of the Available Principal Funds on the Notes Calculation Date relating to such Notes Payment
Date available for such Class of Notes, divided by the Principal Amount Outstanding of the relevant
Class subject to such redemption (rounded down to the nearest euro) and multiplied by the Principal
Amount Outstanding of the relevant Note on such Notes Calculation Date, provided always that the
Redemption Amount may never exceed the Principal Amount Outstanding of the relevant Note of
the relevant Class. Following application of the Redemption Amount to redeem a Note, the Principal
Amount Outstanding of such Note shall be reduced accordingly.
(i) Determination of the Available Principal Funds, the Available Revenue Funds, the Redemption
Amount, Principal Amount Outstanding and the Class RS Notes Interest Amount
(i) On each Notes Calculation Date (to the extent Notes are redeemable on the
immediately succeeding Notes Payment Date), the Issuer shall cause the Issuer
Administrator to determine (i) the Available Principal Funds, (ii) the Available
Revenue Funds, (iii) the Redemption Amount due for the relevant Class of Notes, on
the relevant Notes Payment Date (iv) the Principal Amount Outstanding of the
relevant Notes following such Notes Payment Date and (v) the Class RS Notes
Interest Amount. Each such determination by or on behalf of the Issuer shall in each
case (in the absence of a manifest error) be final and binding on all persons.
(ii) The Issuer shall on each Notes Calculation Date cause the items in (i) above to be
notified forthwith to the Security Trustee, the Paying Agent, the Reference Agent
(for so long as the Notes are listed), the relevant Stock Exchange and to the
Noteholders. If no Redemption Amount is due to be made on the Notes on any
applicable Notes Payment Date, a notice to this effect will be given to the
Noteholders.
133
(iii) If the Issuer, or the Issuer Administrator on its behalf, does not at any time or for
any reason determine any of the amounts set forth in item (i) above, such amount
shall be determined by the Security Trustee in accordance with this Condition (but
based upon the information in its possession as to the relevant amounts and each
such determination or calculation shall be deemed to have been made by the Issuer
and shall in each case (in the absence of a manifest error) be final and binding on all
persons.
7. Taxation
(a) General
All payments of, or in respect of, principal of and interest on the Notes will be made without
withholding of, or deduction for, or on account of any present or future taxes, duties, assessments or
charges of whatsoever nature imposed or levied by or on behalf of the Netherlands or any other
jurisdiction, any authority therein or thereof having power to tax unless the withholding or deduction
of such taxes, duties, assessments or charges are required by law. In that event, the Issuer will make
the required withholding or deduction of such taxes, duties, assessments or charges for the account
of the Noteholders, as the case may be, and shall not pay any additional amounts to such
Noteholders.
(b) FATCA Withholding
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 impose a new reporting
regime and, potentially, a 30 per cent. withholding tax with respect to (i) certain payments from
sources within the United States, (ii) “foreign passthru payments” made to certain non-U.S. financial
institutions that do not comply with this new reporting regime, and (iii) payments to certain investors
that do not provide identification information with respect to interests issued by a participating non-
U.S. financial institution.
If an amount in respect of FATCA Withholding were to be deducted or withheld either from

amounts due to the Issuer or from interest, principal or other payments made in respect of the Notes,
neither the Issuer nor any paying agent nor any other person would, pursuant to the conditions of the
Notes, be required to pay additional amounts as a result of the deduction or withholding.
8. Prescription
Claims against the Issuer for payment in respect of the Notes and Coupons shall become prescribed
and become void unless made within five years from the date on which such payment first becomes
due.
9. Subordination and limited recourse
(a) Principal
Any payments to be made in accordance with Condition 6(a) (Final redemption) and Condition 6(b)
(Mandatory Redemption of the Notes), are subject to this Condition 9(a).
The Class A Noteholders shall have no further claim against the Issuer for the Principal Amount
Outstanding on the Class A Notes after the earlier of (i) the Final Maturity Date and (ii) the date on
which the Issuer no longer holds any Mortgage Receivables or Beneficiary Rights relating thereto
and there are no balances standing to the credit of the Issuer Collection Account and the Issuer has
no further rights under or in connection with any of the Transaction Documents.
134
Until the date on which the Principal Amount Outstanding of all Class A Notes is reduced to zero,
the Class B Noteholders will not be entitled to any repayment of principal in respect of the Class B
Notes. If, on any Notes Calculation Date, there is a balance on the Class B Principal Deficiency
Ledger, then notwithstanding any other provisions of these Conditions, the principal amount payable
on redemption of each Class B Note on the immediately succeeding Notes Payment Date shall not
exceed its Principal Amount Outstanding less the Class B Principal Shortfall on such Notes Payment
Date. The Class B Noteholders shall have no further claim against the Issuer for the Principal
Amount Outstanding on the Class B Notes after the date on which the Issuer no longer holds any
Mortgage Receivables or Beneficiary Rights relating thereto and there is no balance standing to the
credit of the Issuer Collection Account and the Issuer has no further rights under or in connection
with any of the Transaction Documents.
Until the date on which the Principal Amount Outstanding of all Class A Notes and all Class B
Notes is reduced to zero, the Class C Noteholders will not be entitled to any repayment of principal
in respect of the Class C Notes. If, on any Notes Calculation Date, there is a balance on the Class C
Principal Deficiency Ledger, then notwithstanding any other provisions of these Conditions, the
principal amount payable on redemption of each Class C Note on the immediately succeeding Notes
Payment Date shall not exceed its Principal Amount Outstanding less the Class C Principal Shortfall
on such Notes Payment Date. The Class C Noteholders shall have no further claim against the Issuer
for the Principal Amount Outstanding on the Class C Notes after the date on which the Issuer no
longer holds any Mortgage Receivables or Beneficiary Rights relating thereto and there is no balance
standing to the credit of the Issuer Collection Account and the Issuer has no further rights under or in
connection with any of the Transaction Documents.
Until the date on which the Principal Amount Outstanding of all Class A Notes, all Class B Notes
and all Class C Notes, is reduced to zero, the Class D Noteholders will not be entitled to any
repayment of principal in respect of the Class D Notes. If, on any Notes Calculation Date, there is a
balance on the Class D Principal Deficiency Ledger, then notwithstanding any other provisions of
these Conditions, the principal amount payable on redemption of each Class D Note on the
immediately succeeding Notes Payment Date shall not exceed its Principal Amount Outstanding less
the Class D Principal Shortfall on such Notes Payment Date. The Class D Noteholders shall have no
further claim against the Issuer for the Principal Amount Outstanding on the Class D Notes after the
date on which the Issuer no longer holds any Mortgage Receivables or Beneficiary Rights relating
thereto and there is no balance standing to the credit of the Issuer Collection Account and the Issuer
has no further rights under or in connection with any of the Transaction Documents.
Until the date on which the Principal Amount Outstanding of all Class A Notes, all Class B Notes,
all Class C Notes and all Class D Notes, is reduced to zero, the Class E Noteholders will not be
entitled to any repayment of principal in respect of the Class E Notes. If, on any Notes Calculation
Date, there is a balance on the Class E Principal Deficiency Ledger, then notwithstanding any other
provisions of these Conditions, the principal amount payable on redemption of each Class E Note on
the immediately succeeding Notes Payment Date shall not exceed its Principal Amount Outstanding
less the Class E Principal Shortfall on such Notes Payment Date. The Class E Noteholders shall have
no further claim against the Issuer for the Principal Amount Outstanding on the Class E Notes after
the date on which the Issuer no longer holds any Mortgage Receivables or Beneficiary Rights
relating thereto and there is no balance standing to the credit of the Issuer Collection Account and
the Issuer has no further rights under or in connection with any of the Transaction Documents.
all Class C Notes, all Class D Notes and all Class E Notes, is reduced to zero, the Class F
Noteholders will not be entitled to any repayment of principal in respect of the Class F Notes. If, on
any Notes Calculation Date, there is a balance on the Class F Principal Deficiency Ledger, then
135
notwithstanding any other provisions of these Conditions, the principal amount payable on
redemption of each Class F Note on the immediately succeeding Notes Payment Date shall not
exceed its Principal Amount Outstanding less the Class F Principal Shortfall on such Notes Payment
Date. The Class F Noteholders shall have no further claim against the Issuer for the Principal
Amount Outstanding on the Class F Notes after the date on which the Issuer no longer holds any
all Class C Notes, all Class D Notes, all Class E Notes and all Class F Notes, is reduced to zero, the
Class RS Noteholders will not be entitled to any repayment of principal in respect of the Class RS
Notes. The Class RS Noteholders shall have no further claim against the Issuer for the Principal
Amount Outstanding on the Class RS Notes after the date on which the Issuer no longer holds any
(b) Interest
Interest on the Notes shall be payable in accordance with the provisions of the Trust Deed,
Conditions 4 and 5, and, in respect of the Floating Rate Notes, subject to the terms of this Condition.
In the event that on any Notes Payment Date the Issuer has insufficient funds available to it to satisfy
its obligations in respect of the Subordinated Extension Payment Amount, due on the Class A Notes
on such Notes Payment Date, the amount available (if any) shall be applied pro rata to such
Subordinated Extension Payment Amount, on such Notes Payment Date to the holders of the Class
A Notes. In the event of a shortfall of the relevant Subordinated Extension Payment Amount, the
Issuer shall debit the Class A Subordinated Interest Deficiency Ledger by an amount equal to the
amount by which the aggregate amount of such Subordinated Extension Payment Amount paid on
the Class A Notes on any Notes Payment Date in accordance with this Condition falls short of the
aggregate Subordinated Extension Payment Amount payable on the Class A Notes on that date
pursuant to Condition 4. Such shortfall of the Subordinated Extension Payment Amount for the
Class A Notes shall not be treated as due on that date for the purposes of Condition 4, but shall
accrue interest as long as it remains outstanding. The rate of accrual in respect of the shortfall of
such Subordinated Extension Payment Amount shall be the rate equal to the difference between (a)
(i) the Extension Margin relating to the Class A Notes plus (ii) Euribor for three months deposits,
with (i) plus (ii) being a minimum of zero per cent., and (b) (i) the Initial Margin relating to the Class
A Notes plus (ii) Euribor for three months deposits, with (i) plus (ii) being a minimum of zero per
cent., for such period and a pro rata share of such shortfall of such Subordinated Extension Payment
Amount and accrued interest thereon shall be aggregated with the amount of, and treated for the
purpose of these Conditions as if it were interest due, subject to this Condition, on each Class A Note
under item (v) of the Revenue Priority of Payments on the next succeeding Notes Payment Date after
the First Optional Redemption Date.
In the event that on any Notes Payment Date (other than on an Optional Redemption Date in
connection with the exercise of a Portfolio Call Option or a Remarketing Call Option or on a Notes
Payment Date in connection with the exercise of a Risk Retention Regulatory Change Call Option)
the Issuer has insufficient funds available to it to satisfy its obligations in respect of the Senior
Interest or, as applicable, the Subordinated Extension Payment Amount, due on the Class B Notes on
such Notes Payment Date, the amount available (if any) shall be applied pro rata to such Senior
Interest or, as applicable, the Subordinated Extension Payment Amount, on such Notes Payment
136
Date to the holders of the Class B Notes. In the event of a shortfall of the Senior Interest or, as
applicable, the Subordinated Extension Payment Amount, the Issuer shall debit the Class B Senior
Interest Deficiency Ledger or, as applicable, the Class B Subordinated Interest Deficiency Ledger by
an amount equal to the amount by which the aggregate amount of such Senior Interest or, as
applicable such Subordinated Extension Payment Amount paid on the Class B Notes on any Notes
Payment Date in accordance with this Condition falls short of the aggregate Senior Interest or, as
applicable such Subordinated Extension Payment Amount payable on the Class B Notes on that date
pursuant to Condition 4. Such shortfall of the Senior Interest or, as applicable, Subordinated
Extension Payment Amount for the Class B Notes shall not be treated as due on that date for the
purposes of Condition 4, but shall accrue interest as long as it remains outstanding. The rate of
accrual in respect of the shortfall of the Senior Interest shall be the rate of the Initial Margin
applicable to the Class B Notes for such period plus Euribor for three months, with a minimum of
zero per cent., for such period and a pro rata share of such shortfall of such Senior Interest and
accrued interest thereon shall be aggregated with the amount of, and treated for the purpose of these
Conditions as if it were interest due, subject to this Condition, on each Class B Note under item (j) of
the Revenue Priority of Payments on the next succeeding Notes Payment Date. The rate of accrual in
respect of the shortfall of the Subordinated Extension Payment Amount shall be the rate equal to the
difference between (a) (i) the Extension Margin relating to the Class B Notes plus (ii) Euribor for
three months deposits, with (i) plus (ii) being a minimum of zero per cent., and (b) (i) the Initial
Margin relating to the Class B Notes plus (ii) Euribor for three months deposits, with (i) plus (ii)
being a minimum of zero per cent., for such period and a pro rata share of such shortfall of such
Subordinated Extension Payment Amount and accrued interest thereon shall be aggregated with the
amount of, and treated for the purpose of these Conditions as if it were interest due, subject to this
Condition, on each Class B Note under item (w) of the Revenue Priority of Payments on the next
succeeding Notes Payment Date.
Interest or, as applicable, the Subordinated Extension Payment Amount, due on the Class C Notes on
Date to the holders of the Class C Notes. In the event of a shortfall of the Senior Interest or, as
applicable, the Subordinated Extension Payment Amount, the Issuer shall debit the Class C Senior
Interest Deficiency Ledger or, as applicable, the Class C Subordinated Interest Deficiency Ledger by
applicable such Subordinated Extension Payment Amount paid on the Class C Notes on any Notes
applicable such Subordinated Extension Payment Amount payable on the Class C Notes on that date
Extension Payment Amount for the Class C Notes shall not be treated as due on that date for the
applicable to the Class C Notes for such period plus Euribor for three months, with a minimum of
Conditions as if it were interest due, subject to this Condition, on each Class C Note under item (m)
of the Revenue Priority of Payments on the next succeeding Notes Payment Date. The rate of accrual
in respect of the shortfall of the Subordinated Extension Payment Amount shall be the rate equal to
the difference between (a) (i) the Extension Margin relating to the Class C Notes plus (ii) Euribor for
137
Margin relating to the Class C Notes plus (ii) Euribor for three months deposits, with (i) plus (ii)
Condition, on each Class C Note under item (x) of the Revenue Priority of Payments on the next
Interest or, as applicable, the Subordinated Extension Payment Amount, due on the Class D Notes on
Date to the holders of the Class D Notes. In the event of a shortfall of the Senior Interest or, as
applicable, the Subordinated Extension Payment Amount, the Issuer shall debit the Class D Senior
Interest Deficiency Ledger or, as applicable, the Class D Subordinated Interest Deficiency Ledger by
applicable such Subordinated Extension Payment Amount paid on the Class D Notes on any Notes
applicable such Subordinated Extension Payment Amount payable on the Class D Notes on that date
Extension Payment Amount for the Class D Notes shall not be treated as due on that date for the
applicable to the Class D Notes for such period plus Euribor for three months, with a minimum of
Conditions as if it were interest due, subject to this Condition, on each Class D Note under item (p)
the difference between (a) (i) the Extension Margin relating to the Class D Notes plus (ii) Euribor for
Margin relating to the Class D Notes plus (ii) Euribor for three months deposits, with (i) plus (ii)
Condition, on each Class D Note under item (y) of the Revenue Priority of Payments on the next
Interest or, as applicable, the Subordinated Extension Payment Amount, due on the Class E Notes on
Date to the holders of the Class E Notes. In the event of a shortfall of the Senior Interest or, as
applicable, the Subordinated Extension Payment Amount, the Issuer shall debit the Class E Senior
Interest Deficiency Ledger or, as applicable, the Class E Subordinated Interest Deficiency Ledger by
applicable such Subordinated Extension Payment Amount paid on the Class E Notes on any Notes
138
applicable such Subordinated Extension Payment Amount payable on the Class E Notes on that date
Extension Payment Amount for the Class E Notes shall not be treated as due on that date for the
applicable to the Class E Notes for such period plus Euribor for three months with a minimum of
Conditions as if it were interest due, subject to this Condition, on each Class E Note under item (s)
the difference between (a) (i) the Extension Margin relating to the Class E Notes plus (ii) Euribor for
Margin relating to the Class E Notes plus (ii) Euribor for three months deposits, with (i) plus (ii)
Condition, on each Class E Note under item (z) of the Revenue Priority of Payments on the next
Interest or, as applicable, the Subordinated Extension Payment Amount, due on the Class F Notes on
Date to the holders of the Class F Notes. In the event of a shortfall of the Senior Interest or, as
applicable, the Subordinated Extension Payment Amount, the Issuer shall debit the Class F Senior
Interest Deficiency Ledger or, as applicable, the Class F Subordinated Interest Deficiency Ledger by
applicable such Subordinated Extension Payment Amount paid on the Class F Notes on any Notes
applicable such Subordinated Extension Payment Amount payable on the Class F Notes on that date
Extension Payment Amount for the Class F Notes shall not be treated as due on that date for the
applicable to the Class F Notes for such period plus Euribor for three months with a minimum of
Conditions as if it were interest due, subject to this Condition, on each Class F Note under item (u)
the difference between (a) (i) the Extension Margin relating to the Class F Notes plus (ii) Euribor for
Margin relating to the Class F Notes plus (ii) Euribor for three months deposits, with (i) plus (ii)
being a minimum of zero per cent., for three months for such period and a pro rata share of such
shortfall of such Subordinated Extension Payment Amount and accrued interest thereon shall be
aggregated with the amount of, and treated for the purpose of these Conditions as if it were interest
139
due, subject to this Condition, on each Class F Note under item (aa) of the Revenue Priority of
Payments on the next succeeding Notes Payment Date.
(c) Limited Recourse
In the event that the Security in respect of the Notes and the Coupons appertaining thereto has been
fully enforced and the proceeds of such enforcement and any other amounts received by the Security
Trustee, after payment of all other claims ranking under the Trust Deed in priority to a Class of
Notes, as applicable, are insufficient to pay in full all principal and interest, if any, and other
amounts whatsoever due in respect of such Class of Notes, as applicable, the Noteholders of the
relevant Class of Notes, as applicable, shall have no further claim against the Issuer or the Security
Trustee in respect of any such unpaid amounts.
10. Events of Default
The Security Trustee at its discretion may, and if so directed by an Extraordinary Resolution of the
Noteholders of the Most Senior Class (in each case, the Relevant Class) shall (but in the case of the
occurrence of any of the events mentioned in (b) below, only if the Security Trustee shall have
certified in writing to the Issuer that such an event is, in its opinion, materially prejudicial to the
Noteholders of the Relevant Class) give an Enforcement Notice to the Issuer, with simultaneous
notice to the Noteholders and the Swap Counterparty, that the Notes are, and each Note shall
become, immediately due and payable at their or its Principal Amount Outstanding, together with
accrued interest, if any of the following shall occur (each an Event of Default):
(a) default is made for a period of 14 calendar days or more in the payment of the principal or
interest on the Notes, other than a Subordinated Extension Payment Amount of the Relevant
Class when and as the same ought to be paid in accordance with these Conditions; or
(b) the Issuer fails to perform any of its other obligations binding on it under the Notes of the
Relevant Class, the Trust Deed, the Paying Agency Agreement or the Pledge Agreements
and, except where such failure, in the reasonable opinion of the Security Trustee, is
incapable of remedy, such default continues for a period of 30 calendar days after written
notice by the Security Trustee to the Issuer requiring the same to be remedied; or
(c) if a conservatory attachment (conservatoir beslag) or an executory attachment (executoriaal

beslag) on any major part of the Issuer’s assets is made and not discharged or released
within a period of 30 calendar days of its first being made; or
(d) if any order shall be made by any competent court or other authority or a resolution passed
for the dissolution or winding-up of the Issuer or for the appointment of a liquidator or
receiver of the Issuer in respect of all or substantially all of its assets; or
(e) the Issuer has taken any winding-up resolution, has been declared bankrupt (failliet), or has
applied for general settlement or composition with creditors (akkoord), controlled
management or suspension of payments (surseance van betaling) or reprieve from payment;
or
(f) it is or will become unlawful for the Issuer to perform or comply with any of its obligations
under or in respect of the Notes, the Trust Deed or the Security.
In exercising its discretion as to whether or not to give an Enforcement Notice to the Issuer in
respect of the Relevant Class, the Security Trustee shall not be required to have regard to the
interests of the holders of any Class of Notes ranking junior to the Relevant Class.
140
11. Enforcement, Limited Recourse and Non-Petition
(a) At any time after the obligations under the Notes of any Class become due and payable, the Security
Trustee may, at its discretion and without further notice, take such steps and/or institute such
proceedings as it may think fit to enforce the terms of the Trust Deed, the Pledge Agreements and
the Notes, but it need not take any such proceedings unless (i) it has been directed by an
Extraordinary Resolution of the holders of the Relevant Class and (ii) it has been indemnified to its
satisfaction.
(b) The Noteholders may not proceed directly against the Issuer unless the Security Trustee, having
become bound to so proceed, fails to do so within a reasonable timeframe and such failure is
continuing.
(c) The Noteholders and the Security Trustee may not institute against, or join any person in instituting
against, the Issuer, any bankruptcy, reorganisation, arrangement, insolvency or liquidation
proceeding until the expiry of a period of no less than one year from the date on which the latest
maturing Note is paid in full. The Noteholders accept and agree that the only remedy against the
Issuer after any of the Notes have become due and payable pursuant to Condition 10 above is to
enforce the Security.
(d) The Noteholders acknowledge that the only assets available to the Seller to satisfy any payment
obligation of the Seller and any other costs (including, increased costs), fees and expenses and
indemnities of the Seller, from time to time, shall be the amounts available for such purposes. If at
any time the assets available to the Seller are insufficient to pay in full all amounts outstanding in
respect of the respective payment to the Noteholder, then the relevant Noteholder shall have no
further claim against the Seller in respect of such unpaid amount.
(e) The Noteholders and the Security Trustee may not (and no person acting on its behalf shall) institute
against or join any person in instituting against the Seller any bankruptcy, reorganisation,
arrangement, insolvency, examinership, winding-up, moratorium or liquidation proceedings, or other
proceedings against the Seller, as the case may be, under Dutch law or the laws of any other
applicable jurisdiction.
12. Indemnification of the Security Trustee
The Trust Deed contains provisions for the indemnification of the Security Trustee and for its relief
from responsibility. The Security Trustee is entitled to enter into commercial transactions with the
Issuer and/or any other party to the Transaction Documents without accounting for any profit
resulting from such transaction.
13. Notices
Notices to the Noteholders will be deemed to be validly given if published in at least one widely
circulated newspaper in the Netherlands and on the DSA website, being at the time
www.dutchsecuritisation.nl, or, if such website shall cease to exist or timely publication thereon
shall not be practicable, in such manner as the Security Trustee shall approve. Any such notice shall
be deemed to have been given on the first date of such publication. If publication as provided above
is not practicable, a notice will be given in such other manner, and will be deemed to have been
given at such date, as the Security Trustee shall approve.
So long as the Notes are admitted to the official list and trading on the regulated market of Euronext
Amsterdam all notices to the Noteholders will be valid if published in a manner which complies with
the rules and regulations of Euronext Amsterdam (which includes delivering a copy of such notice to
141
Euronext Amsterdam) and any such notice shall be deemed to have been given on the first date of
such publication.
14. Meetings of Noteholders; Modification; Consents; Waiver
The Trust Deed contains provisions for convening meetings of the Noteholders of any Class to
consider matters affecting the interests, including the sanctioning by Extraordinary Resolution, of
such Noteholders of a change of any of these Conditions or any provisions of the Transaction
Documents.
A Written Resolution shall take effect as if it were an Extraordinary Resolution. “Written

Resolution” means a resolution in writing signed by or on behalf of all holders of Notes who for the
time being are entitled to vote in accordance with the provisions for convening meetings of the
Noteholders, whether contained in one document or several documents in the same form, each
signed by or on behalf of one or more such holders of the Notes.
(a) Meeting of Noteholders
A meeting of Noteholders may be convened by the Security Trustee as often as it reasonably

considers desirable and shall be convened by the Security Trustee at the written request (i) of
the Issuer or (ii) by Noteholders of a Class or Classes holding not less than 10 per cent. of
the Principal Amount Outstanding of the Notes of such Class or Classes of Notes.
(b) Quorum
The quorum for an Extraordinary Resolution is two-thirds of the Principal Amount

Outstanding of the Notes of the relevant Class or Classes, as the case may be, and for an
Extraordinary Resolution approving a Basic Terms Change the quorum shall be at least
seventy-five (75) per cent. of the Principal Amount Outstanding of the relevant Class or
Classes of Notes.
If at a meeting a quorum is not present, a second meeting will be held not less than fourteen
(14) nor more than thirty (30) calendar days after the first meeting. At such second meeting
an Extraordinary Resolution, including an Extraordinary Resolution approving a Basic
Terms Change, can be adopted regardless of the quorum represented at such meeting.
(c) Extraordinary Resolution
A Meeting shall have the power, exercisable only by Extraordinary Resolution, without
prejudice to any other powers conferred on it or any other person:
a. to approve any proposal for any modification of any provisions of any Transaction
Document or the Notes or any arrangement in respect of the obligations of the Issuer
under or in respect of the Notes;
b. to waive any breach or authorise any proposed breach by the Issuer of its obligations
under or in respect of the Trust Deed or the Notes or any act or omission which
might otherwise constitute an Event of Default under the Notes;
c. to authorise the Security Trustee (subject to it being indemnified and/or secured to

its satisfaction) or any other person to execute all documents and do all things
necessary to give effect to any Extraordinary Resolution;
142
d. to discharge or exonerate the Security Trustee from any liability in respect of any act
or omission for which it may become responsible under the Trust Deed or the Notes;
e. to give any other authorisation or approval which under this Trust Deed or the Notes
is required to be given by Extraordinary Resolution; and
f. to appoint any persons as a committee to represent the interests of Noteholders and

to confer upon such committee any powers which Noteholders could themselves
exercise by Extraordinary Resolution.
(d) Limitations
An Extraordinary Resolution passed at any Meeting of the Most Senior Class shall be
binding upon all Noteholders of a Class irrespective of the effect upon them, except that an
Extraordinary Resolution approving a Basic Terms Change shall not be effective for any
purpose unless it has been approved by Extraordinary Resolutions of Noteholders of all
other Classes or unless and to the extent that it shall not, in the sole opinion of the Security
Trustee, be materially prejudicial to the interests of Noteholders of each such Class.
A resolution of Noteholders of a Class or by Noteholders of one or more Class or Classes

shall not be effective for any purpose unless either: (i) the Security Trustee is of the opinion
that it would not be materially prejudicial to the interests of Noteholders of any Higher
Ranking Class or (ii) it is approved by Extraordinary Resolutions of Noteholders of each
such Higher Ranking Class. Higher Ranking Class means, in relation to any Class of
Notes, each Class of Notes which has not been previously redeemed or written off in full and
which ranks higher in priority to each Class of Notes which has or has not been previously
redeemed or written off in full in the Post-Enforcement and Call Option Exercise Priority of
Payments.
Basic Terms Change means, in respect of Notes of one or more Class or Classes, as the
case may be, a change (i) of the date of maturity of the relevant Notes, (ii) which would have
the effect of postponing any day for payment of interest or principal in respect of the
relevant Notes, (iii) of the amount of principal payable in respect of the relevant Notes, (iv)
of the rate of interest, if any, applicable in respect of the relevant Notes, (v) of the Revenue
Priority of Payments, the Redemption Priority of Payments or the Post-Enforcement and
Call Option Exercise Priority of Payments, (vi) in the definition of Basic Terms Change,
(vii) of the quorum or majority required to pass an Extraordinary Resolution or (viii) or the
provisions for meetings of Noteholders as set out in Schedule 1 of the Trust Deed.
(e) Modifications, waiver, authorisations
(i) The Security Trustee may agree with the other parties to any Transaction Document,
without the consent of the Noteholders, to (i) any modification of any of the
provisions of the Transaction Documents which is of a formal, minor or technical
nature or is made to correct a manifest error, and (ii) any other modification, and any
waiver or authorisation of any breach or proposed breach, of any of the provisions of
the Transaction Documents, which is in the opinion of the Security Trustee not
materially prejudicial to the interests of the Noteholders and, provided that a Credit
Rating Agency Confirmation with respect to each Credit Rating Agency is available
in connection with such modification, authorisation or waiver. Any such
modification, authorisation, or waiver shall be binding on the Noteholders and, if the
Security Trustee so requires, such modification shall be notified to the Noteholders
143
in accordance with Condition 13 as soon as practicable thereafter. In addition, the
Security Trustee may agree, without the consent of the Noteholders, to any
modification of any Transaction Document which is required or necessary in
connection therewith.
(ii) Furthermore, the Security Trustee may agree with the other parties to any
Transaction Document, without the consent of the Noteholders to any modification
to any of the provisions of the Transaction Documents or to the Terms and
Conditions of the Notes in connection with a restructuring of the Notes following
the submission of a Remarketing Call Notice by the Majority RS Noteholder to the
Issuer, provided that such modifications shall only take effect in respect of any new
notes being issued by the Issuer as a result of the Remarketing Call Option in
accordance with Condition 6(e) (Remarketing Call Option) after redemption of the
Notes. Any such modification shall be binding on the holders of any new notes.
(iii) The Security Trustee shall agree with the other parties to any Transaction
Document, without the consent of the Noteholders, to any modification of the
relevant Transaction Documents (including the Swap Agreement) in order to enable
the Issuer and/or the Swap Counterparty to comply with any obligation which
applies to it under Articles 9, 10 and 11 of Regulation (EU) 648/2012 of the
European Parliament and of the Council on OTC derivatives, central counterparties
and trade repositories dated 4 July 2012 (including, without limitation, any
associated regulatory technical standards and advice, guidance or recommendations
from relevant supervisory regulators) (the EMIR Requirements) or any other
obligation which applies to it under the EMIR Requirements and/or any new
regulatory requirements, subject to receipt by the Security Trustee of a certificate of
the Issuer or the Swap Counterparty certifying to the Security Trustee that the
amendments requested by the Issuer or the Swap Counterparty, as the case may be,
are to be made solely for the purpose of enabling the Issuer or the Swap
Counterparty, as the case may be, to satisfy its requirements under EMIR, provided
that the Security Trustee shall not be obliged to agree to any modification which, in
the reasonable opinion of the Security Trustee, would have the effect of (A)
exposing the Security Trustee to any additional liability or (B) adding to or
increasing the obligations, liabilities or duties, or decreasing the protections, of the
Security Trustee in respect of the Notes, the relevant Transaction Documents and/or
the Conditions and further provided that the Security Trustee has received written
confirmation from the Swap Counterparty in respect of the Swap Agreement that it
has consented to such amendment.
(iv) The Security Trustee shall agree with the other parties to any Transaction
relevant Transaction Documents in order to enable the Issuer to comply with any
obligation which applies to it under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, and
in particular the third subparagraph of Article 8b(3) thereof and Commission
Delegated Regulation (EU) 2015/3 (including, without limitation, any associated
regulatory technical standards and advice, guidance or recommendations from
relevant supervisory regulators) (the CRA3 Requirements), including any
requirements imposed by any proposed STS Regulation or any other obligation
which applies to it under the CRA3 Requirements, the STS Regulation and/or any
new regulatory requirements, subject to receipt by the Security Trustee of a
certificate of the Issuer certifying to the Security Trustee that the amendments
144
requested by the Issuer are to be made solely for the purpose of enabling the Issuer
to satisfy its requirements under the CRA3 Requirements, the STS Regulation
and/or any new regulatory requirements provided that the Security Trustee shall not
be obliged to agree to any modification which, in the reasonable opinion of the
Security Trustee, would have the effect of (i) exposing the Security Trustee to any
additional liability or (ii) adding to or increasing the obligations, liabilities or duties,
or decreasing the protections, of the Security Trustee in respect of the Notes, the
relevant Transaction Documents and/or the Conditions. Each other party to any
relevant Transaction Document shall cooperate to the extent reasonably practicable
with the Issuer in amending such Transaction Documents to enable the Issuer to
comply with the CRA3 Requirements and/or the STS Regulation and/or new
regulatory requirements.
(v) The Security Trustee shall agree with the other parties to any Transaction
relevant Transaction Documents (including the Swap Agreement) for the purpose of
complying with, or implementing or reflecting, any change in the criteria of one or
more of the Credit Rating Agencies which may be applicable from time to time,
provided that in relation to any such amendment:
(i) the Issuer certifies in writing to the Security Trustee that such modification
is necessary to comply with such criteria or, as the case may be, is solely to
implement and reflect such criteria; and
(ii) in the case of any modification to a Transaction Document proposed by any

of the Collection Foundation Account Provider, the Issuer Account Bank the
Swap Collateral Custodian or the Swap Counterparty in order (x) to remain
eligible to perform its role in such capacity in conformity with such criteria
and/or (y) to avoid taking action which it would otherwise be required to
take to enable it to continue performing such role (including, without
limitation, posting collateral or advancing funds):
(A) the party proposing the modification to a Transaction Document,

certifies in writing to the Issuer and the Security Trustee that such
modification is necessary for the purposes described in paragraph
(ii)(x) and/or (y) above (and in the case of a certification provided
to the Issuer, the Issuer shall certify to the Security Trustee that it
has received the same from such party);
(B)
I. the party proposing the modification to a Transaction Document, if

possible and if necessary with the cooperation of the Issuer, obtains
from each of the Credit Rating Agencies written confirmation (or
certifies in writing to the Issuer and the Security Trustee that the
Credit Rating Agencies have been informed of the proposed
modification and none of the Credit Rating Agencies has indicated
that such modification would result in a downgrade, withdrawal or
suspension of the then current ratings assigned to any Class of
Notes by such Credit Rating Agency and would not result in any
Credit Rating Agency placing any Notes on rating watch negative
(or equivalent)) that such modification would not result in a
145
downgrade, withdrawal or suspension of the then current ratings
assigned to any Class of Notes by such Credit Rating Agency and
would not result in any Credit Rating Agency placing any Notes on
rating watch negative (or equivalent) and, if relevant, delivers a
copy of each such confirmation to the Issuer and the Security
Trustee; or
II. the Issuer certifies in writing to the Security Trustee that the Credit
Rating Agencies have been informed of the proposed modification
and none of the Credit Rating Agencies has indicated within 30
Business Days after being informed thereof that such modification
would result in (x) a downgrade, withdrawal or suspension of the
then current ratings assigned to any Class of the Notes by such
Credit Rating Agency or (y) such Credit Rating Agency placing any
Notes on rating watch negative (or equivalent); and
III. the party proposing the modification to a Transaction Document

pays all costs and expenses (including legal fees) incurred by the
Issuer and the Security Trustee or any other Transaction Party
which is a party to such Transaction Document in connection with
such modification.
(vi) The Security Trustee shall agree with the other parties to any Transaction
relevant Transaction Documents (including the Swap Agreement) for the purpose of
(i) complying with any changes in the requirements of Article 405 of the CRR,
Article 17 of the AIFMD, Article 51 of the AIFMR or Section 15G of the Exchange
Act, as added by section 941 of the Dodd-Frank Act, after the Closing Date,
including as a result of the adoption of regulatory technical standards in relation to
the CRR or the AIFMR or any other risk retention legislation or regulations or
official guidance in relation thereto or (ii) complying with any risk retention
requirements which may replace any of the requirements of Article 405 of the CRR,
Article 17 of the AIFMD, Article 51 of the AIFMR or Section 15G of the Securities
Exchange Act of 1934, as added by section 941 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, provided that the party proposing the
modification to a Transaction Document, supported by the Issuer (provided that the
Issuer believes such proposal is not prejudicial to its interest) if requested by the
party proposing the modification, certifies to the Security Trustee in writing that
such modification is required solely for such purpose and has been drafted solely to
such effect;
(vii) The Security Trustee shall agree with the other parties to any Transaction
relevant Transaction Documents for the purpose of enabling the Notes to be (or to
remain) listed on Euronext Amsterdam, provided that the party proposing the
modification to a Transaction Document, supported by the Issuer (provided that the
Issuer believes such proposal is not prejudicial to its interest) if requested by the
party proposing the modification, certifies to the Security Trustee in writing that
such modification is required solely for such purpose and has been drafted solely to
such effect.
146
(the certificate to be provided by the Issuer, Collection Foundation Account Provider, the Issuer
Account Bank the Swap Collateral Custodian and/or the Swap Counterparty and/or the relevant
Transaction Party, as the case may be, pursuant to Condition 14(e)(iii), 14(e)(iv), 14(e)(v)(i),
14(e)(v)(ii)(A), 14(e)(v)(ii)(B)(I), 14(e)(vi) or 14(e)(vii) above being a Modification Certificate),
provided that:
(i) at least 30 calendar days’ prior written notice of any such proposed modification has
been given to the Security Trustee;
(ii) the Modification Certificate in relation to such modification shall be provided to the
Security Trustee both at the time the Security Trustee is notified of the proposed
modification and on the date that such modification takes effect;
(iii) the consent of each Secured Creditor which is party to the relevant Transaction
Document or whose ranking in any Priority of Payments is affected has been
obtained;
(iv) the Issuer certifies in writing to the Security Trustee (which certification may be in
the Modification Certificate) that the Issuer has provided at least 30 calendar days’
notice to the Noteholders of each Class of the proposed modification in accordance
with Condition 13 (Notices) and by publication on Bloomberg on the “Company
News” screen relating to the Notes, and Noteholders representing at least 10 per
cent. of the aggregate Principal Amount Outstanding of the Most Senior Class then
outstanding have not contacted the Issuer or Paying Agent in writing (or otherwise
in accordance with the then current practice of any applicable clearing system
through which such Notes may be held) within such notification period notifying the
Issuer or Paying Agent that such Noteholders do not consent to the modification;
(v) the party proposing the modification to a Transaction Document pays all costs and
expenses (including legal fees) incurred by the Issuer and the Security Trustee or
any other Transaction Party which is a party to such Transaction Document in
connection with such modification; and
(vi) each of the Issuer and the Security Trustee is entitled to incur reasonable costs to
obtain advice from external advisers in relation to such proposed amendment.
If Noteholders representing at least 10 per cent. of the aggregate Principal Amount

Outstanding of the Most Senior Class then outstanding have notified the Paying Agent or the
Issuer in writing (or otherwise in accordance with the then current practice of any applicable
clearing system through which such Notes may be held) within the notification period
referred to above that they do not consent to the modification, then such modification will
not be made unless an Extraordinary Resolution of the Noteholders of the Most Senior Class
then outstanding is passed in favour of such modification in accordance with this Condition
14 (Meetings of Noteholders; Modification; Consents; Waiver).
Objections made in writing other than through the applicable clearing system must be
accompanied by evidence to the Issuer’s satisfaction (having regard to prevailing market
practices) of the relevant Noteholder’s holding of the Notes.
Notwithstanding anything to the contrary in this Condition 14(e), the Swap Counterparty’s
prior written consent - which shall be requested in writing sent to the addresses set out in the
(schedule to the) Swap Agreement - is required for waivers, modifications or amendments or
consents to waivers, modifications or amendments, other than for any modification which is
147
of a formal, minor or technical nature or is made to correct a manifest error, by the Security
Trustee in respect of any of the Conditions, the Trust Deed, the Servicing Agreement, the
Interest Rate Reset Agreement, the Portfolio Management Agreement, the Mortgage
Receivables Purchase Agreement, the Master Definitions Agreement or the Issuer Account
Agreement, including in connection with the exercise by the Majority RS Noteholder of the
Remarketing Call Option, if:
(i) it would cause (A) the Swap Counterparty to pay more or receive less under the
Swap Agreement or (B) a decrease (from the Swap Counterparty’s perspective) in
the value of the Swap Transaction; or
(ii) it would result in any of the Issuer’s obligations to the Swap Counterparty under the
Swap Agreement being further contractually subordinated, relative to the level of
subordination of such obligations as of the Closing Date, to the Issuer’s obligations
to any other Secured Creditor; or
(iii) the Swap Counterparty were to replace itself as swap counterparty under the Swap
Agreement it would be required to pay more or receive less in the reasonable
opinion of the Swap Counterparty, in connection with such replacement, as
compared to what the Swap Counterparty would have been required to pay or would
have received had such amendment not been made; or
(iv) it would cause the Extension Margin to no longer apply to the Floating Rate Notes
or it would remove the Portfolio Call Option from the Transaction Documents; or
(v) in connection with the exercise of any Remarketing Call Option:
(A) the new notes to be issued by the Issuer in connection with that Remarketing
Call Option (excluding, any residual or subordinated note the rate of return
of which is dependent on amounts being available to the Issuer at the most
subordinated item in the priority of payments for the purpose of paying an
interest amount on that note (each, a Residual Note)) would not have the
benefit of step-up or additional margin (at least equal to the Extension
Margin of the equivalent seniority of Floating Rate Note) beginning to
accrue on those notes on a date occurring not later than the 20th anniversary
of the Closing Date (the New Notes Step-Up Date) until the legal maturity
of such notes;
(B) the holders of the new Residual Notes to be issued by the Issuer in
connection with that Remarketing Call Option would not have the benefit of
a portfolio call option on substantially the same terms as the Portfolio Call
Option exercisable from and including a date occurring not later than the
New Notes Step-Up Date until the legal maturity of the Residual Notes; or
(C) the holders of the new Residual Notes to be issued by the Issuer in
connection with that Remarketing Call Option would have the benefit of a
new remarketing call option similar to the Remarketing Call Option (or
would otherwise have the benefit of a right to require the Issuer at a point in
time in the future to redeem the existing notes issued by it and issue new
notes on new terms) which would be exercisable on a date occurring after
the 20th anniversary of the Closing Date; or
148
(vi) it would change the Issuer’s rights to sell, transfer or otherwise dispose of any
Mortgage Receivables; or
(vii) it would change the Issuer’s rights to redeem the Notes; or
(viii) it would change the terms of the Swap Counterparty’s consent rights as set out in
Clause 22.7 of the Trust Deed,
unless either (x) the Swap Counterparty has provided its prior written consent, such consent
not to be unreasonably withheld or delayed or (y) the Swap Counterparty has failed to
provide its written consent or failed to provide its refusal or failed to make the
determinations required to be made by it, each within 15 Business Days of written request
by the Security Trustee (in which case the Security Trustee may agree to any waivers,
modifications or amendments without consent of the Swap Counterparty). For the avoidance
of doubt, no Swap Counterparty’s consent will be required for any waiver, modification or
amendment in respect of any of the Conditions or any of the Transaction Documents
referred to above, in connection with resizing the classes of new notes, re-striking the
interest rates applicable to the new notes or removal of a Remarketing Call Option, each in
relation to the exercise by the Majority RS Noteholder of the Remarketing Call Option.
Notwithstanding anything to the contrary in this Condition 14(e) or any Transaction

Document:
(i) when implementing any modification pursuant to this Condition 14(e) other than
14(e)(i) (save to the extent the Security Trustee considers that the proposed
modification would constitute a Basic Terms Change or so required in accordance
with this Condition 14(e)), the Security Trustee shall not consider the interests of the
Noteholders, any other Secured Creditor or any other person and shall act and rely
solely and without further investigation on any certificate or evidence provided to it
by the Issuer or the relevant Transaction Party, as the case may be, pursuant to this
Condition 14(e) and shall not be liable to the Noteholders, any other Secured
Creditor or any other person for so acting or relying, irrespective of whether any
such modification is or may be materially prejudicial to the interests of any such
person; and
(ii) the Security Trustee shall not be obliged to agree to any modification which, in the
sole opinion of the Security Trustee would have the effect of (i) exposing the
Security Trustee to any liability against which is has not be indemnified and/or
secured and/or pre-funded to its satisfaction or (ii) increasing the obligations or
duties, or decreasing the rights or protections, of the Security Trustee in the
Transaction Documents and/or these Conditions.
Any such modification shall be binding on all Noteholders and shall be notified by the Issuer
as soon as reasonably practicable to:
(i) so long as any of the Notes rated by the Credit Rating Agencies remains
outstanding, each Credit Rating Agency;
(ii) the Secured Creditors; and
(iii) the Noteholders in accordance with Condition 13 (Notices).
149
15. Replacement of Notes and Coupons
Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the
office of the Paying Agent upon payment by the claimant of the expenses incurred in connection
therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require.
Mutilated or defaced Notes or Coupons must be surrendered, in the case of Notes together with all
unmatured Coupons appertaining thereto, in the case of Coupons together with the Note and all
unmatured Coupons to which they appertain (mantel en blad), before replacements will be issued.
16. Governing Law and Jurisdiction
The Notes and Coupons are governed by, and will be construed in accordance with, Dutch law. Any
disputes arising out of or in connection with the Notes and Coupons, including, without limitation,
disputes relating to any non-contractual obligations arising out of or in relation to the Notes and
Coupons, shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the
Netherlands.
150
4.2 Form
Each Class of Notes shall be initially represented by a Temporary Global Note in global bearer form, without
coupons, (i) in the case of the Class A Notes in the principal amount of EUR 233,900,000, (ii) in the case of
the Class B Notes in the principal amount of EUR 3,800,000, (iii) in the case of the Class C Notes in the
principal amount of EUR 7,600,000, (iv) in the case of the Class D Notes in the principal amount of EUR
2,600,000, (v) in the case of the Class E Notes in the principal amount of EUR 2,600,000, (vi) in the case of
the Class F Notes in the principal amount of EUR 5,100,000 and (vii) in the case of the Class RS Notes in
the principal amount of EUR 40,000,000. Each Temporary Global Note representing the Class A Notes will
be deposited with Euroclear as common safekeeper for Euroclear and Clearstream, Luxembourg on or about
the Closing Date. The Temporary Global Notes representing the Notes, other than the Class A Notes, will be
deposited with the Paying Agent as common safekeeper for Euroclear and Clearstream, Luxembourg on or
about the Closing Date. Upon deposit of each such Temporary Global Note, Euroclear and Clearstream,
Luxembourg, as the case may be, will credit each purchaser of Notes represented by such Temporary Global
Note with the principal amount of the relevant Class of Notes equal to the principal amount thereof for which
it has purchased and paid. Interests in each Temporary Global Note will be exchangeable (provided
certification of non-U.S. beneficial ownership by the Noteholders has been received) not earlier than the
Exchange Date for interests in a Permanent Global Note in global bearer form, without coupons, in the
principal amount of the Notes of the relevant Class. On the exchange of a Temporary Global Note for a
Permanent Global Note of the relevant Class of Notes, the Permanent Global Note will remain deposited
with a Common Safekeeper Euroclear and Clearstream, Luxembourg, as the case may be.
The Class A Notes are intended to be held in a manner which allows Eurosystem eligibility. The Class A
Notes will upon issue be deposited with Euroclear or Clearstream, Luxembourg as common safekeeper, but
this does not necessarily mean that the Class A Notes will be recognised as Eurosystem Eligible Collateral
either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the
Eurosystem eligibility criteria. The Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes,
the Class F Notes and the Class RS Notes are not intended to be held in a manner which allows Eurosystem
eligibility. The Notes are held in book-entry form.
The Global Notes will be transferable by delivery. Each Permanent Global Note will be exchangeable for
Notes in definitive form only in the circumstances described below. Such Notes in definitive form shall be
issued in denominations of EUR 100,000 and in integral multiples of EUR 1,000 in excess thereof up to and
including EUR 199,000 or, as the case may be, in the then Principal Amount Outstanding of the Notes on
such exchange date. Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg
as the holder of a Note will be entitled to receive any payment made in respect of that Note in accordance
with the respective rules and procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be.
Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes, which
must be made by the holder of a Global Note, for so long as such Global Note is outstanding. Each person
must give a certificate as to non-U.S. beneficial ownership as of the date on which the Issuer is obliged to
exchange a Temporary Global Note for a Permanent Global Note, which date shall be no earlier than the
Exchange Date, in order to obtain any payment due on the Notes.
For so long as any Notes are represented by a Global Note, such Notes will be transferable in accordance
with the rules and procedures of Euroclear and/or Clearstream, Luxembourg, in the minimum authorised
denomination of EUR 100,000 and in integral multiples of EUR 1,000 in excess thereof up to and including
EUR 199,000. Notes in definitive form, if issued, will only be printed and issued in denominations of EUR
100,000 in each case increased with any amount in excess thereof in integral multiples of EUR 1,000 up to
and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR
199,000. All such Notes will be serially numbered and will be issued in bearer form and with (at the date of
issue) Coupons and, if necessary, talons attached.
151
For so long as all of the Notes are represented by the Global Notes and such Global Notes are held on behalf
of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the
relevant notice to Euroclear and/or Clearstream, Luxembourg for communication to the relevant
accountholders rather than by publication as required by Condition 13 (provided that, in the case any
publication required by a stock exchange, that stock exchange agrees or, as the case may be, any other
publication requirement of such stock exchange will be met). Any such notice delivered on or prior to 4.00
p.m. (local time) on a Business Day in the city in which it was delivered shall be deemed to have been given
to the holder of the Global Notes on such Business Day. A notice delivered after 4.00 p.m. (local time) on a
Business Day in the city in which it was delivered will be deemed to have been given to the holders of the
Global Notes on the next following Business Day in such city.
For so long as the Notes of a particular Class are represented by a Global Note, each person who is for the
time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular
principal amount of that Class, as the case may be, of Notes will be treated by the Issuer and the Security
Trustee as a holder of such principal amount of that Class of Notes and the expression Noteholder shall be
construed accordingly, but without prejudice to the entitlement of the bearer of the relevant Global Note to
be paid principal thereon and interest with respect thereto in accordance with and subject to its terms. Any
statement in writing issued by Euroclear and/or Clearstream, Luxembourg as to the persons shown in its
records as being entitled to such Notes and the respective principal amount of such Notes held by them shall
be conclusive for all purposes.
If after the Exchange Date (i) the Notes become immediately due and payable by reason of accelerated
maturity following an Event of Default, or (ii) either Euroclear or Clearstream, Luxembourg is closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
announces an intention permanently to cease business and no alternative clearance system satisfactory to the
Security Trustee is available, or (iii) as a result of any amendment to, or change in the laws or regulations of
the Netherlands (or of any political sub-division thereof) or of any authority therein or thereof having power
to tax, or in the interpretation or administration of such laws or regulations, which becomes effective on or
after the Closing Date, the Issuer or Paying Agent is or will be required to make any deduction or
withholding on account of tax from any payment in respect of the Notes which would not be required were
the Notes in definitive form, then the Issuer will, at its sole cost and expense, issue:
(i) Class A Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class A Notes;
(ii) Class B Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class B Notes;
(iii) Class C Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class C Notes;
(iv) Class D Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class D Notes;
(v) Class E Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class E Notes;
(vi) Class F Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class F Notes; and
(vii) Class RS Notes in definitive form in exchange for the whole outstanding interest in the
Permanent Global Note in respect of the Class RS Notes,
152
in each case within 30 calendar days of the occurrence of the relevant event.
153
4.3 Subscription and Sale
Pursuant to the Subscription Agreement, each of Goldman Sachs International and ING Bank N.V. (with
respect to the Class A Notes only) has agreed with the Issuer, subject to certain conditions, to purchase the
Notes at their respective issue prices. The Issuer has agreed to indemnify and reimburse the Joint Lead
Managers against certain liabilities and expenses in connection with the issue of the Notes.
Each of the Seller and the Issuer have in the Subscription Agreement represented and warranted for the
benefit of the Joint Lead Managers, among other things, that:
(a) neither it nor any of its directors or, to the best of its knowledge (having made due and
careful inquiry), any of its employees or affiliates:
(i) is a Restricted Party;
(ii) has been engaged in any transaction, activity or conduct that could reasonably be
expected to result in it being designated as a Restricted Party; and/or
(iii) has received notice of, or is otherwise aware of, any claim, action, suit, proceedings
or investigations involving it with respect to Sanctions;
(b) it and, to the best of its knowledge, each director, acting on behalf of the Issuer, as the case
may be, is and is taking no action which would result in any such person not being) in
compliance with;
(i) all applicable OFAC rules and regulations;
(ii) all applicable provisions of the USA Patriot Act; and
(iii) all applicable Sanctions;
(c) its corporate objects, as laid down in their respective articles of association, and that of any
director, acting on behalf of it does not include any kind of activities or business of or with
any person or entity or in any Sanction Country.
In addition thereto the Issuer has in the Subscription Agreement undertaken to the Joint Lead Managers
among other things that:
(a) it will ensure that proceeds raised in connection with the issue of the Notes will not directly
or indirectly be lent, contributed or otherwise made available to any person or entity
(whether or not related to the Issuer) for the purpose of financing the activities of any person
or for the benefit of any country currently subject to any Sanctions; and
(b) it will use the net proceeds received by it from the issue of the Notes in the manner specified
in this Prospectus.
The Retention Holder, in its capacity as the “originator” within the meaning of Article 405 of the CRR, has
separately undertaken to the Issuer, the Security Trustee, the Seller, the Arranger and the Joint Lead
Managers to retain, on an ongoing basis, a material net economic interest of not less than five (5) per cent. in
the securitisation transaction in accordance with Article 405 of the CRR, Article 51 of the AIFMR and
Article 254 of the Solvency II Regulation. The Retention Holder will purchase and hold an “eligible vertical
interest" in each class of Notes issued by the Issuer in the required amount of not less than five (5) per cent.
154
of each such Class in the manner and for so long as required by the U.S. Risk Retention Requirements. Notes
acquired and held by the Retention Holder may be treated as satisfying both the EU Risk Retention
Requirements and the U.S. Risk Retention Requirements.
The Retention Holder has separately undertaken to the Issuer, the Security Trustee, the Seller, the Arranger
and the Joint Lead Managers that it will comply with the requirements set forth in (i) article 52 (a) up to and
including (d) of the AIFMR, (ii) Articles 408 and 409 of the CRR and Articles 254 and 256 paragraph 3 sub
(a) up to and including sub (c) and sub (e) of the Solvency II Regulation. In addition to the information set
out herein and forming part of this Prospectus, the Retention Holder has undertaken to make materially
relevant information available to investors with a view to such investor complying with Article 405 up to and
including 409 of the CRR, Article 51 and 52 of the AIFMR and Article 254 and 256 of the Solvency II
Regulation. The Retention Holder will retrieve such information from the Seller by making use of its
information rights it has in its capacity as Elan Lender.
Prohibition of Sales to EEA Retail Investors
The Joint Lead Managers have represented and agreed that it has not offered, sold or otherwise made
available and will not offer, sell or otherwise make available any Notes to any retail investor in the European
Economic Area. For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
MiFID II); or
(ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance
Mediation Directive), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Directive; and
(b) the expression “offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide
to purchase or subscribe the Notes.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State), the Joint Lead Managers have represented and agreed, and each
further joint lead manager appointed under the transaction will be required to represent and agree, that with
effect from and including the date on which the Prospectus Directive is implemented in that Relevant
Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes
which is the subject of the offering contemplated by this Prospectus to the public in that Relevant Member
State except that it may, with effect from and including the Relevant Implementation Date, make an offer of
such Notes to the public in that Relevant Member State: (i) at any time to any legal entity which is a
qualified investor as defined in the Prospectus Directive; (ii) at any time to fewer than 150 natural or legal
persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior
consent of the Joint Lead Managers nominated by the Issuer for any such offer; or (iii) at any time in any
other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of
Notes referred to in (i) to (iii) above shall require the Issuer or the Joint Lead Managers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article
16 of the Prospectus Directive.
155
For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe the Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State.
United Kingdom
The Joint Lead Managers have represented and agreed that
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (FSMA) received by it in connection
with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA would not,
if the Issuer was not an authorised person, apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
France
The Joint Lead Managers have represented and agree that it has not offered or sold and will not offer or sell,
directly or indirectly, Notes to the public in France, and has not made and will not make any communication
by any means about the offer to the public in France, and has not distributed, released or issued or caused to
be distributed, released or issued and will not distribute, release or issue or cause to be distributed, released
or issued to the public in France, or used in connection with any offer for subscription or sale of the Notes to
the public in France, this Prospectus, or any other offering material relating to the Notes, and that such
offers, sales, communications and distributions have been and shall be made in France only to (a) authorised
providers of investment services relating to portfolio management for the account of third parties (personnes
fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified
investors (investisseurs qualifiés) other than individuals or (c) a restricted circle of investors (cercle restreint
d’investisseurs), in each case, acting for their own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code monétaire et financier.
In addition, pursuant to article 211-4 of the Règlement Général of the French Autorité des Marchés
Financiers (AMF), the Joint Lead Managers must disclose to any investors in a private placement as
described in the above that: (i) the offer does not require a prospectus to be submitted for approval to the
AMF, (ii) persons or entities mentioned in article L. 411-1 of the French Code monétaire et financier (i.e.,
qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restraint d’investisseurs)
mentioned above) may take part in the offer solely for their own account, as provided in articles D. 411-1, D.
411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier and (iii) the
financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in
accordance with articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code
monétaire et financier.
Italy
No application has been or will be made by any person to obtain an authorization from Commissione
Nazionale per le Società e la Borsa (CONSOB) for the public offering (offerta al pubblico) of the Notes in
the Republic of Italy. Accordingly, no Notes may be offered, sold or delivered, nor may copies of this
Prospectus or of any other document relating to the Notes be distributed in the Republic of Italy, except:
156
(i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative
Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and Article 34-
ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended
from time to time (Regulation No. 11971); or
(ii) in any other circumstances where an express exemption from compliance with the rules
relating to public offers of financial products (offerta al pubblico di prodotti finanziari)
provided for by the Financial Services Act and the relevant implementing regulations
(including Regulation No. 11971).
Any offer, sale or delivery of the Notes or distribution of copies of the Prospectus or any other document
relating to the Notes in the Republic of Italy under (i) or (ii) above must:
(a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities
in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1
September 1993, as amended (the Banking Act); and
(b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the
Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the
Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time)
and/or any other Italian authority.
United States
The Notes have not been and will not be registered under the Securities Act or the securities laws of any state
or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons except in certain transactions exempt from or not just subject to the
registration requirements of the Securities Act. Terms used in this paragraph have the meaning given to them
by Regulation S under the Securities Act.
The Notes are in bearer form and are subject to U.S. tax law requirements and may not be offered, sold or
delivered within the United States or its possessions or to, or for the account or benefit of, a U.S. person,
except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the
meanings given to them by the U.S. Internal Revenue Code of 1986 and the regulations promulgated
thereunder.
The Joint Lead Managers have agreed that it will not offer, sell or deliver the Notes (i) as part of its
distribution at any time or (ii) otherwise until forty (40) days after the completion of the distribution as
determined and certified by the Joint Lead Managers within the United States or to, or for the account or
benefit of, U.S. persons except in accordance with Regulation S of the Securities Act and it will have sent to
each distributor, dealer or person receiving a selling concession, fee or other remuneration to which it sells
Notes during the distribution compliance period (as defined in Regulation S) a confirmation or other notice
setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account
or benefit of, U.S. persons. Terms used in this paragraph have the meaning given to them by Regulation S
under the Securities Act.
In addition, until forty (40) days after the commencement of the offering, an offer or sale of the Notes within
the United States by any dealer (whether or not participating in the offering) may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with available
exemptions from registration under the Securities Act.
157
General
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law; persons into whose possession this Prospectus comes are required by the Issuer to inform
themselves about and to observe any such restrictions. No action has been taken by the Issuer, the Arranger
or the Joint Lead Managers, which would or has been intended to permit a public offering of the Notes, or
possession or distribution of this Prospectus or other offering material relating to the Notes, in any country or
jurisdiction where action for that purpose is required. This Prospectus or any part thereof does not constitute
an offer, or an invitation to sell or a solicitation of an offer to buy the Notes in any jurisdiction to any person
to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
The Joint Lead Managers have undertaken not to offer or sell directly or indirectly any Notes, or to distribute
or publish this Prospectus or any other material relating to the Notes in or from any country or jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
158
4.4 Regulatory and Industry Compliance
EU Risk Retention Requirements
The Retention Holder, in its capacity as the “originator” within the meaning of Article 405 of the CRR, has
separately undertaken to the Issuer, the Security Trustee, the Seller, the Arranger and the Joint Lead
Managers to retain, on an ongoing basis, a material net economic interest of not less than five (5) per cent. in
the securitisation transaction described in this Prospectus in accordance with the EU Risk Retention
Requirements. As at the Closing Date, such material net economic interest will be held in accordance with
item (a) of Article 405 of the CRR, Article 51(1)(a) of the AIFMR and Article 254(2)(a) of the Solvency II
Regulation by holding no less than five (5) per cent. of the nominal value of each of the Classes of Notes
sold or transferred to investors.
The Retention Holder has separately undertaken to the Issuer, the Security Trustee, the Seller, the Arranger
and the Joint Lead Managers that it will comply with the requirements set forth in (i) article 52 (a) up to and
including (d) of the AIFMR, (ii) Articles 408 and 409 of the CRR and Articles 254 and 256 paragraph 3 sub
(a) up to and including sub (c) and sub I of the Solvency II Regulation. In addition to the information set out
herein and forming part of this Prospectus, the Retention Holder has undertaken to make materially relevant
information available to investors with a view to such investor complying with Article 405 up to and
including 409 of the CRR, Article 51 and 52 of the AIFMR and Article 254 and 256 of the Solvency II
Regulation. The Retention Holder will retrieve such information from the Seller by making use of its
information rights it has as Elan Lender.
The Issuer Administrator on behalf of the Issuer will prepare Notes and Cash Reports wherein relevant
information with regard to the Mortgage Loans and Mortgage Receivables will be disclosed publicly
together with information on the retention of the material net economic interest by the Retention Holder.
The Notes and Cash Reports can be obtained as further described in Section 8 (General) of this Prospectus.
Each prospective investor is required to independently assess and determine the sufficiency of the
information described above for the purposes of complying with Article 405 up to and including 409 of the
CRR, Article 51 and 52 of the AIFMR and Article 254 and 256 of the Solvency II Regulation and none of
the Issuer, the Retention Holder, the Seller, the Servicer, the Issuer Administrator nor the Joint Lead
Managers makes any representation or warranty that the information described above is sufficient in all
circumstances for such purposes.
U.S. Credit Risk Retention
Pursuant to the U.S. Risk Retention Requirements, a “sponsor” of asset-backed securities is required, unless
an exemption exists, to retain an “eligible vertical interest” or an “eligible horizontal residual interest”, or
any combination thereof, in a securitisation transaction. Under the U.S. Risk Retention Requirements, a
“sponsor” includes a person who organizes and initiates a securitisation transaction by selling or transferring
assets, either directly or indirectly, including or through an affiliate or issuer, to the issuing entity. The
Retention Holder has determined that it is a “sponsor” of the securitisation transaction contemplated hereby
for purposes of the U.S. Risk Retention Requirements and has elected to retain an “eligible vertical interest”
in the securitisation transaction by acquiring not less than 5 per cent. of each Class of Notes (the Required
Credit Risk), as more fully described below.
The Retention Holder or an entity (other than the Issuer) that it directly or indirectly, majority controls, is
majority controlled by or is under common majority control with (a Majority-Owned Affiliate) will be
required to hold the Required Credit Risk until the later of (i) the fifth anniversary of the Closing Date and
(ii) the date on which the aggregate unpaid principal balance of the Mortgage Loans has been reduced to 25
per cent. of the aggregate unpaid principal balance of such Mortgage Loans as of the Closing Date, but in
159
any event no longer than the seventh anniversary of the Closing Date (the Sunset Date). In determining
whether an entity is a Majority-Owned Affiliate of the Retention Holder, majority control means (a)
ownership of more than 50% of the equity of an entity or (b) ownership of any other controlling financial
interest in the entity, as determined under generally accepted accounting principles in the United States.
Until the Sunset Date, the U.S. Risk Retention Requirements impose limitations on the ability of the
Retention Holder or its Majority-Owned Affiliates to transfer or hedge the Required Credit Risk. In general,
prior to the Sunset Date, none of the Retention Holder or its Majority-Owned Affiliates may sell or otherwise
transfer the Required Credit Risk to any person other than the Retention Holder or a Majority-Owned
Affiliate. In addition, prior to the Sunset Date, none of the Retention Holder or its Majority-Owned Affiliates
may engage in any hedging transactions if payments on the hedge instrument are materially related to the
Required Credit Risk and the hedge position would reduce or limit the financial exposure of the Retention
Holder or any of its Majority-Owned Affiliates to the Required Credit Risk. None of the Elan Ledger or its
Majority-Owned Affiliates may pledge its interest in any Required Credit Risk as collateral for any financing
at any time prior to the Sunset Date unless such financing is full recourse to the Retention Holder or its
affiliates, as applicable.
If the eligible vertical interest retained by the Retention Holder as of the Closing Date is materially different
from the amount that the Retention Holder intends to acquire and retain, as described above, the Retention
Holder will provide the Security Trustee with a statement to be provided to Noteholders, setting forth the
actual eligible vertical interest retained by the Retention Holder as of the Closing Date.
The eligible vertical interest retained by the Retention Holder as of the Closing Date will be comprised of the
following:
Amount
Class A Notes................................................................................................ 11,700,000
Class B Notes................................................................................................ 200,000
Class C Notes................................................................................................ 400,000
Class D Notes................................................................................................ 200,000
Class E Notes................................................................................................ 200,000
Class F Notes................................................................................................ 300,000
Class RS Notes................................................................................................ 2,000,000
Total 15,000,000
Dutch Securitisation Standard
This Prospectus follows the template table of contents and the template glossary of defined terms (save as
otherwise indicated in this Prospectus), and the Investor Reports to be published by the Issuer will follow the
applicable template Investor Report (save as otherwise indicated in the relevant Investor Report), each as
published by the Dutch Securitisation Association on its website www.dutchsecuritisation.nl. As a result the
Notes comply with the standard created for residential mortgage-backed securities by the DSA (the RMBS
Standard). This has also been recognised by Prime Collateralised Securities (PCS) UK Limited as the
Domestic Market Guideline for the Netherlands in respect of this asset class.
Volcker Rule
The Issuer is not, and solely after giving effect to any offering and sale of the Notes and the application of
the proceeds thereof will not be, a “covered fund” for purposes of regulations adopted under Section 13 of
the Bank Holding Company Act of 1956, as amended (commonly known as the Volcker Rule). In reaching
this conclusion, although other statutory or regulatory exclusions and/or exemptions under the Investment
Company Act of 1940, as amended (the Investment Company Act) and under the Volcker Rule and its
related regulations may be available, the Issuer has relied on the determinations that (i) the Issuer would
satisfy all of the elements of the exemption from registration under the Investment Company Act provided
160
by Section 3(c)(5)(c) thereunder, and, accordingly, (ii) the Issuer may rely on the exemption from the
definition of a “covered fund” under the Volcker Rule made available to entities that do not rely solely on
Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exclusion and/or exemption from
registration under the Investment Company Act.
161
4.5 Use of Proceeds
The aggregate proceeds of the Notes to be issued on the Closing Date amount to EUR 258,729,657 of which
EUR 19,710,000 are the aggregate proceeds of the Class RS Notes.
The proceeds of the issue of the Notes, other than the Class RS Notes, will be applied by the Issuer on the
Closing Date towards payment to the Seller of the Initial Purchase Price for the Mortgage Receivables
purchased and assigned on the Closing Date under the Mortgage Receivables Purchase Agreement.
The Aggregate Construction Deposit Amount as at the Cut-Off Date of EUR 1,140,440.75 will be withheld
by the Issuer from the Initial Purchase Price for the Mortgage Receivables assigned on the Closing Date and
deposited by the Issuer in the Construction Deposit Account.
The proceeds of the Class RS Notes will be used sequentially (i) to credit the Reserve Account with an
amount equal to the Initial Reserve Account Required Amount and (ii) to pay the remaining part of the Initial
Purchase Price for the Mortgage Receivables assigned on the Closing Date being the positive difference
between the Outstanding Principal Amount of the Mortgage Receivables as at the Cut-Off Date and the
proceeds of the issuance of the Floating Rate Notes. The remainder will be used to pay the Supplementary
Purchase Price for the Mortgage Receivables, which will be an amount equal to the proceeds of the issuance
of the Class RS Notes minus (a) the Initial Reserve Account Required Amount and (b) any positive
difference between the Outstanding Principal Amount of the Mortgage Receivables as at the Cut-Off Date
and the proceeds of the issuance of the Floating Rate Notes.
162
4.6 Taxation in the Netherlands
General
The following summary outlines the principal Netherlands tax consequences of the acquisition, holding,
settlement, redemption and disposal of the Notes, but does not purport to be a comprehensive description of
all Netherlands tax considerations that may be relevant. For purposes of Netherlands tax law, a holder of
Notes may include an individual or entity who does not have the legal title of these Notes, but to whom
nevertheless the Notes or the income thereof is attributed based on specific statutory provisions or on the
basis of such individual or entity having an interest in the Notes or the income thereof. This summary is
intended as general information only and each prospective investor should consult a professional tax adviser
with respect to the tax consequences of the acquisition, holding, settlement, redemption and disposal of the
Notes.
This summary is based on tax legislation, published case law, treaties, regulations and published policy, in
each case as in force as of the date of this Prospectus, and does not take into account any developments or
amendments thereof after that date whether or not such developments or amendments have retroactive effect.
This summary does not address the Netherlands tax consequences for:
(i) investment institutions (fiscale beleggingsinstellingen);
(ii) pension funds, exempt investment institutions (vrijgestelde beleggingsinstellingen) or other entities
that are not subject to or, in whole or in part, exempt from Netherlands corporate income tax;
(iii) persons to whom the Notes and the income from the Notes are attributed based on the separated
private assets (afgezonderd particulier vermogen) provisions of the Netherlands Income Tax Act
2001 (Wet inkomstenbelasting 2001) and the Netherlands Gift and Inheritance Tax Act 1956
(Successiewet 1956); and
(iv) entities which are a resident of Aruba, Curacao or Sint Maarten that have an enterprise which is
carried on through a permanent establishment or a permanent representative on Bonaire, Sint
Eustatius or Saba and the Notes are attributable to such permanent establishment or permanent
representative.
Where this summary refers to the Netherlands, such reference is restricted to the part of the Kingdom of the
Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom.
Withholding Tax
All payments made by the Issuer under the Notes may be made free of withholding or deduction for any
taxes of whatsoever nature imposed, levied, withheld or assessed by the Netherlands or any political
subdivision or taxing authority thereof or therein.
Corporate and Individual Income Tax
Residents of the Netherlands
Corporate entities
If a holder of Notes is a resident of the Netherlands or deemed to be a resident of the Netherlands for
Netherlands corporate income tax purposes and is fully subject to Netherlands corporate income tax or is
163
only subject to Netherlands corporate income tax in respect of an enterprise to which the Notes are
attributable, income derived from the Notes and gains realised upon the redemption, settlement or disposal of
the Notes are generally taxable in the Netherlands (at a rate of 25 per cent. (20 per cent. over profits up to
EUR 200,000).
Individuals
If an individual is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands
individual income tax purposes, income derived from the Notes and gains realised upon the redemption,
settlement or disposal of the Notes are taxable at the progressive rates (at up to a maximum rate of 52 per
cent.), if:
(i) the individual is an entrepreneur (ondernemer) and has an enterprise to which the Notes are
attributable or the individual has, other than as a shareholder, a co-entitlement to the net worth of an
enterprise (medegerechtigde), to which enterprise the Notes are attributable; or
(ii) such income or gains qualify as income from miscellaneous activities (resultaat uit overige
werkzaamheden), which includes activities with respect to the Notes that exceed regular, active
portfolio management (meer dan normaal, actief vermogensbeheer).
If neither condition (i) nor condition (ii) above applies, an individual that holds the Notes, must determine
taxable income with regard to the Notes on the basis of a deemed return on income from savings and
investments (sparen en beleggen), rather than on the basis of income actually received or gains actually
realised. This deemed return on income from savings and investments is fixed at a percentage of the
individual’s yield basis (rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as
the individual’s yield basis exceeds a certain threshold (heffingvrij vermogen). The individual’s yield basis is
determined as the fair market value of certain qualifying assets held by the individual less the fair market
value of certain qualifying liabilities on 1 January. The fair market value of the Notes will be included as an
asset in the individual’s yield basis. For the 2017 tax year, the average deemed income derived from savings
and investments will amount to 2.871 per cent. of the individual’s yield basis up to EUR 75,000, 4.6 per
cent. of the individual’s yield basis exceeding EUR 75,000 up to and including EUR 975,000 and 5.39 per
cent of the individual’s yield basis in excess of EUR 975,000. The percentages to determine the deemed
income will be reassessed every year. The deemed return on income from savings and investments is taxed at
a rate of 30 per cent.
Non-residents of the Netherlands
Corporate entities
If a person is neither a resident of the Netherlands nor is deemed to be a resident of the Netherlands for
Netherlands corporate or individual income tax purposes, such person is not liable to Netherlands income tax
in respect of income derived from the Notes and gains realised upon the settlement, redemption or disposal
of the Notes, unless:
(i) the person is not an individual and such person (1) has an enterprise that is, in whole or in part,
carried on through a permanent establishment or a permanent representative in the Netherlands to
which permanent establishment or permanent representative the Notes are attributable, or (2) is
(other than by way of securities) entitled to a share in the profits of an enterprise or a co-entitlement
to the net worth of an enterprise, which is effectively managed in the Netherlands and to which
enterprise the Notes are attributable.
This income is subject to Netherlands corporate income tax at a rate of 25 per cent. (20 per cent. over profits
up to EUR 200,000).
164
Individuals
(ii) the person is an individual and such individual (1) has an enterprise or an interest in an enterprise
that is, in whole or in part, carried on through a permanent establishment or a permanent
representative in the Netherlands to which permanent establishment or permanent representative the
Notes are attributable, or (2) realises income or gains with respect to the Notes that qualify as
income from miscellaneous activities in the Netherlands which includes activities with respect to the
Notes that exceed regular, active portfolio management (meer dan normaal, actief
vermogensbeheer), or (3) is other than by way of securities entitled to a share in the profits of an
enterprise which is effectively managed in the Netherlands and to which enterprise the Notes are
attributable.
Income derived from the Notes as specified under (1) and (2) is subject to individual income tax at
progressive rates up to a maximum rate of 52 per cent. Income derived from a share in the profits of an
enterprise as specified under (3) that is not already included under (1) or (2) will be taxed on the basis of a
deemed return on income from savings and investments (as described above under “Residents of the
Netherlands”). The fair market value of the share in the profits of the enterprise (which includes the Notes)
will be part of the individual’s Netherlands yield basis.
Gift and Inheritance Tax
Netherlands gift or inheritance taxes will not be levied on the occasion of the transfer of a Note by way of
gift by, or on the death of, a holder of a Note, unless:
(i) the holder of a Note is, or is deemed to be, resident in the Netherlands for the purpose of the relevant
provisions; or
(ii) in the case of a gift of Notes by an individual who at the date of the gift was neither resident nor
deemed to be resident in the Netherlands, such individual dies within 180 days after the date of the
gift, while being resident or deemed to be resident in the Netherlands.
For purposes of Netherlands gift and inheritance tax, an individual with the Netherlands nationality will be
deemed to be resident in the Netherlands if such individual has been resident in the Netherlands at any time
during the ten years preceding the date of the gift or the individual’s death.
For purposes of Netherlands gift tax, an individual not holding the Netherlands nationality will be deemed to
be resident in the Netherlands if such individual has been resident in the Netherlands at any time during the
twelve months preceding the date of the gift.
For purposes of Netherlands gift and inheritance tax, a gift that is made under a condition precedent is
deemed to have been made at the moment such condition precedent is satisfied. If the condition precedent is
fulfilled after the death of the donor, the gift is deemed to be made upon the death of the donor.
For purposes of Netherlands gift, estate and inheritance taxes, (i) a gift by a trust, will be construed as a gift
by the settlor, and (ii) upon the death of the settlor, as a rule, the settlor’s beneficiaries, will be deemed to
have inherited directly from the settlor. Subsequently, the beneficiaries will be deemed the settlor of the trust
for purposes of the Netherlands gift, estate and inheritance tax in case of subsequent gifts or inheritances.
Value Added Tax
In general, no value added tax will arise in respect of payments in consideration for the issue of the Notes or
in respect of a cash payment made under the Notes, or in respect of a transfer of Notes.
165
Other Taxes and Duties
No registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty will
be payable in the Netherlands by a holder in respect of or in connection with the subscription, issue,
placement, allotment, delivery or transfer of the Notes.
166
4.7 Security
Parallel Debt Agreement
In the Parallel Debt Agreement the Issuer will irrevocably and unconditionally undertake to pay to the
Security Trustee the Parallel Debt, which is an amount equal to the aggregate amount due (verschuldigd) by
the Issuer (i) to the Directors under the Management Agreements, (ii) to the Portfolio Manager under the
Portfolio Management Agreement, (iii) to the Servicer under the Servicing Agreement, (iv) to the Issuer
Administrator under the Administration Agreement, (v) to the Paying Agent and the Reference Agent under
the Paying Agency Agreement, (vi) to the Issuer Account Bank under the Issuer Account Agreement, (vii) to
the Noteholders under the Notes, (viii) to the Swap Counterparty under the Swap Agreement, (ix) to the
Swap Collateral Custodian under the Swap Collateral Custodian Agreement, (x) to the Seller under the
Mortgage Receivables Purchase Agreement, (xi) to the Back-up Servicer Facilitator under the Servicing
Agreement and (xii) to the Reporting Services Provider under the Reporting Services Agreement (the parties
referred to in items (i) through (xii) together the Secured Creditors).
The Parallel Debt constitutes a separate and independent obligation of the Issuer and constitutes the Security
Trustee’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of the
Parallel Debt from the Issuer. Upon receipt by the Security Trustee of any amount in payment of the Parallel
Debt, the payment obligations of the Issuer to the Secured Creditors shall be reduced by an amount equal to
the amount so received and vice versa.
To the extent that the Security Trustee irrevocably and unconditionally receives any amount in payment of
the Parallel Debt, the Security Trustee shall distribute such amount among the Secured Creditors in
accordance with the Post-Enforcement and Call Option Exercise Priority of Payments. The amounts due to
the Secured Creditors will, broadly, be equal to amounts recovered (verhaald) by the Security Trustee on the
Mortgage Receivables and other assets pledged to the Security Trustee under the Issuer Mortgage
Receivables Pledge Agreement, the Deed of Assignment and Pledge and the Issuer Rights Pledge
Agreement.
Pledge Agreements
The Issuer will vest a right of pledge in favour of the Security Trustee on the Mortgage Receivables and the
Beneficiary Rights on the Closing Date pursuant to the Issuer Mortgage Receivables Pledge Agreement and
the Deed of Assignment and Pledge and in respect of any New Ported Mortgage Receivables and Further
Advance Receivables undertakes to grant a first ranking right of pledge on the relevant New Ported
Mortgage Receivables and Further Advance Receivables and the Beneficiary Rights relating thereto on the
date on which they are acquired, which will secure the payment obligations of the Issuer to the Security
Trustee under the Parallel Debt Agreement and any other Transaction Documents. The pledge on the
Mortgage Receivables and the Beneficiary Rights relating thereto will not be notified to the Borrowers,
except upon the occurrence of certain notification events, which are similar to the Assignment Notification
Events but relating to the Issuer, including the issuing of an Enforcement Notice by the Security Trustee (the
Pledge Notification Events). Prior to notification of the pledge to the Borrowers, the pledge will be a
“silent” right of pledge (stil pandrecht) within the meaning of article 3:239 of the Dutch Civil Code.
In addition, a right of pledge will be vested by the Issuer in favour of the Security Trustee on the Closing
Date pursuant to the Issuer Rights Pledge Agreement over all rights of the Issuer (a) under or in connection
with (i) the Mortgage Receivables Purchase Agreement, (ii) the Swap Agreement, (iii) the Portfolio
Management Agreement, (iv) the Servicing Agreement, (v) the Issuer Account Agreement, (vi) the Paying
Agency Agreement, (vii) the Administration Agreement, (viii) the Receivables Proceeds Distribution
Agreement and (ix) the Swap Collateral Custodian Agreement and (b) in respect of the Issuer Accounts
167
(other than the Swap Collateral Accounts). This right of pledge will be notified to the relevant obligors and
will, therefore, be a disclosed right of pledge (openbaar pandrecht), but the Security Trustee will grant a
power to collect to the Issuer which will be withdrawn upon the occurrence of any of the Pledge Notification
Events. In addition, the Issuer will create a first ranking fixed charge under English law over the Swap
Collateral Accounts.
From the date of the occurrence of a Pledge Notification Event and the consequent notification to the
Borrowers and withdrawal of the power to collect, the Security Trustee will collect (innen) all amounts due
to the Issuer whether by the Borrowers or by any other parties to the Transaction Documents. Pursuant to the
Trust Deed, the Security Trustee will, until the delivery of an Enforcement Notice for the sole purpose of
enabling the Issuer to make payments in accordance with the relevant Priority of Payments, pay or procure
the payment of certain amounts to the Issuer, whilst for that sole purpose terminating (opzeggen) its right of
pledge solely in respect of the amounts so paid.
The rights of pledge created in the Pledge Agreements secure any and all liabilities of the Issuer to the
Security Trustee resulting from or in connection with the Parallel Debt Agreement and any other Transaction
Documents.
Pursuant to the Collection Foundation Account Pledge Agreement the Collection Foundation shall grant a
first ranking right of pledge on the Collection Foundation’s receivables (vorderingen) against the Collection
Foundation Account Provider as such receivables are or will be reflected from time to time in the balances of
the Collection Foundation Account, and any other receivables and rights of the Collection Foundation
against the Collection Foundation Account Provider now or hereafter existing to the extent arising from or in
connection with the Collection Foundation Account in favour of the Issuer, subject to the agreement that
future funders of the Seller and other Elan Issuers will also have the benefit of a right of pledge and agree to
cooperate to facilitate such security. Such right of pledge will be notified to the Collection Foundation
Account Provider where the Collection Foundation Account is maintained.
Secured Creditors
The security rights described above shall serve as security for the benefit of the Secured Creditors, including
each of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D
Noteholders, the Class E Noteholders, the Class F Noteholders and the Class RS Noteholders. Any amounts
owing to the Noteholders of a Class of Notes will rank in accordance with the relevant Priority of Payments
(see Section 5 (Credit Structure) below).
168
5. CREDIT STRUCTURE
The structure of the credit arrangements for the proposed issue of the Notes is summarised below.
5.1 Available Funds
Available Revenue Funds
Prior to the delivery of an Enforcement Notice by the Security Trustee, the sum of the following amounts,
calculated on each Notes Calculation Date, received, or in case of item (v) to be received, or held by the
Issuer in respect of the immediately preceding Notes Calculation Period or in case of item (v) on or before
the immediately succeeding Notes Payment Date (the Available Revenue Funds):
(i) interest, including interest penalties, on the Mortgage Receivables. For the avoidance of doubt,
the collections for the first Mortgage Calculation Period shall include interest accrued from
the Cut-Off Date (including) to the Closing Date (including);
(ii) interest accrued and received on the Issuer Accounts;
(iii) Prepayment Penalties;
(iv) Net Foreclosure Proceeds, to the extent such proceeds do not relate to principal;
(v) any amounts to be received by the Issuer under the Swap Agreement excluding, for the
avoidance of doubt, (a) any Swap Termination Payment received by the Issuer under the Swap
Agreement to the extent it is to be applied in acquiring a replacement swap transaction, (b)
any Excess Swap Collateral or Swap Collateral (for the avoidance of doubt, unless such
collateral is available for inclusion in the Available Revenue Funds in accordance with the
Trust Deed in connection with the termination of the Swap Agreement), except to the extent
that the value of Swap Collateral has been applied, pursuant to the provisions of the Swap
Agreement, to reduce the amount that would otherwise be payable by the Swap Counterparty
to the Issuer on early termination of the Swap Transaction and, to the extent so applied in
reduction of the amount otherwise payable by the Swap Counterparty, such Swap Collateral is
not to be applied in acquiring a replacement swap transaction, (c) any Replacement Swap
Premium, but only to the extent applied directly to any Swap Termination Payment due and
payable by the Issuer to the Swap Counterparty in accordance with the Trust Deed and (d)
amounts in respect of Swap Tax Credits;
(vi) notwithstanding item (v) above, (a) any Swap Termination Payment received from the Swap
Counterparty in excess of the amount required and applied by the Issuer to purchase one or
more replacement Swap Agreements, and (b) any Replacement Swap Premium received from
a replacement Swap Counterparty in excess of the amount required and applied to pay any
outgoing Swap Counterparty;
(vii) amounts received in connection with a repurchase of Mortgage Receivables by the Seller to
the extent such amounts do not relate to principal (including Construction Deposits);
(viii) any amounts received in connection with a sale of Mortgage Receivables (other than a
repurchase as per item (vii) above) to the extent such amounts do not relate to principal;
(ix) any amounts received, recovered or collected from a Borrower in respect of a Mortgage
Receivable in addition to Net Foreclosure Proceeds, whether in relation to interest, principal
169
or otherwise, as part of completion of foreclosure on the Mortgage and other collateral
securing the Mortgage Receivable (the Post-Foreclosure Proceeds);
(x) any amounts standing to the credit of the Issuer Collection Account, after all Notes, other than
the Class RS Notes, have been redeemed in full;
(xi) amounts standing to the credit of the Reserve Account up to the Initial Reserve Account
Required Amount until the Amortisation Condition is met or up to the Ongoing Reserve
Account Required Amount after the Amortisation Condition is met;
(xii) an amount equal to the Revenue Shortfall Amount on the immediately succeeding Notes
Payment Date (as deducted from the Available Principal Funds);
(xiii) any amounts to be drawn from the Issuer Collection Account with a corresponding debit to the
Interest Reconciliation Ledger on the immediately succeeding Notes Payment Date;
(xiv) any Compensation Payments received from the Elan Servicer on the first Notes Calculation
Date of a year;
less:
(i) on the first Notes Payment Date of each calendar year, an amount equal to 10 per cent. of the
annual fee due and payable by the Issuer to the Director in connection with the Issuer
Management Agreement, with a minimum of Euro 2,500;
(ii) any amount to be credited to the Interest Reconciliation Ledger on the immediately
succeeding Notes Payment Date;
will, where applicable after having been transferred to the Issuer Collection Account on the Notes
Calculation Date, be applied in accordance with the Revenue Priority of Payments.
Available Principal Funds
Prior to the delivery of an Enforcement Notice by the Security Trustee, the sum of the following amounts
calculated on each Notes Calculation Date received or held by the Issuer in respect of the immediately
preceding Notes Calculation Period (the Available Principal Funds):
(i) repayment and prepayment of principal in part or in full under the Mortgage Receivables,
excluding Prepayment Penalties but including payments under insurance policies towards
redemption of the Mortgage Receivables;
(ii) Net Foreclosure Proceeds on any Mortgage Receivable to the extent such proceeds relate to
principal received and any LTV Contingent Compensation Amount received by the Issuer;
(iii) amounts received on the Issuer Collection Account on the preceding six Mortgage Collection
Payment Dates from the credit balance of the Construction Deposit Account (A) in cases
where the relevant Construction Deposit (i) is paid to the relevant Borrower by means of set-
off with the relevant Mortgage Receivables or (ii) has not been used by the Borrower after
expiry of the agreed term or (B) after the occurrence of an Assignment Notification Event
referred to under (e) of its definition;
170
(iv) amounts received on the Issuer Collection Account from the credit balance of the Sold
Property Portable Mortgage Account in cases where the relevant Available Portability Deposit
Amount is not used after the expiry of six months;
(v) amounts received on the Issuer Collection Account in cases where and to the extent the
principal proceeds of the Portable Mortgage Loan were higher than the principal amount of
the New Ported Mortgage Loan;
(vi) amounts standing to the credit of the Further Advance, Additional Loan Part and Unsold
Property Portable Mortgage Account on the Notes Calculation Date;
(vii) amounts received in connection with a repurchase of Mortgage Receivables to the extent such
amounts relate to principal;
(viii) amounts received in connection with a sale of Mortgage Receivables (other than a repurchase
as per item (vii) above) to the extent such amounts relate to principal, including a Redemption
Purchase Price, Restructuring Price, Risk Retention Regulatory Change Purchase Price or
purchase price received upon exercise of the Tax Call Option;
(ix) any amounts to be credited to the Principal Deficiency Ledger in accordance with item (g), (j),
(m), (p), (s) and (u) of the Revenue Priority of Payments on the immediately succeeding Notes
Payment Date;
(x) after the balance of the Outstanding Principal Amount of Mortgage Receivables has been
reduced to zero, or on the Final Maturity Date, any credit amounts in the Reserve Account, the
Further Advance, Additional Loan Part and Unsold Property Portable Mortgage Account, the
Construction Deposit Account and the Sold Property Portable Mortgage Account;
(xi) any amounts to be drawn from the Issuer Collection Account with a corresponding debit to the
Principal Reconciliation Ledger on the immediately succeeding Notes Payment Date;
(xii) any amounts representing the difference if positive between the amounts standing to the credit
of the Reserve Account and until the Amortisation Condition is met the Initial Reserve
Account Required Amount or the Ongoing Reserve Account Required Amount after the
Amortisation Condition is met;
(xiii) any Restructuring Price;
(xiv) any part of the Available Principal Funds calculated on the immediately preceding Notes
Calculation Date which has not been applied as Redemption Amounts, due to the rounding
down of such amounts in accordance with Condition 6(h);
less:
(i) any amount equal to the Revenue Shortfall Amount on the immediately succeeding Notes
Payment Date;
(ii) any amount to be debited from the Principal Reconciliation Ledger on the immediately
succeeding Notes Payment Date; and
(iii) any amounts standing to the credit of the Sold Property Portable Mortgage Account on the
Notes Calculation Date to be applied towards the purchase of New Ported Mortgage
Receivables (other than on the Final Maturity Date),
171
will where applicable after having been transferred to the Issuer Collection Account on the Notes Calculation
Date, be applied in accordance with the Redemption Priority of Payments.
Cash Collection Arrangements
Payments by the Borrowers of scheduled interest and scheduled principal under the Mortgage Loans are due
on the first calendar day of each month (or the next Business Day if such day is not a Business Day), interest
being payable in arrears. All payments made by Borrowers are paid into the Collection Foundation Account
maintained by the Collection Foundation with the Collection Foundation Account Provider. Intertrust
Management B.V. is the director of the Collection Foundation and the Collection Foundation Account is
operated by the Collection Foundation Administrator. The Collection Foundation Account is also used for
the collection of moneys paid in respect of mortgage loans other than the Mortgage Loans and in respect of
other moneys to which the Seller is entitled vis-à-vis the Collection Foundation and may in the future also be
used in connection with new transactions involving future funders of the Seller and/or future Elan Issuers.
The Collection Foundation Administrator determines from time to time but at least on a monthly basis what
the entitlement is of each Beneficiary and will arrange for the transfer of such amount from the Collection
Foundation Account to the relevant Beneficiary in accordance with the Receivables Proceeds Distribution
Agreement. The Collection Foundation Administrator undertakes that it will open and maintain in the books
of the Collection Foundation ledgers, which shall together reflect all amounts from time to time to be
received, receivable or held by or on behalf of the Collection Foundation, which ledger will at least include a
ledger for each Beneficiary (which includes all Elan Issuers) and a Compensation Ledger. Each of the
Beneficiaries is entitled to foreclose the co-owned pledge right separately without prior consent or co-
operation, to the extent the exercise of such right relates to collecting an amount equal to its entitlement.
The Collection Foundation Account will be pledged in favour of the Beneficiaries pursuant to the Collection
Foundation Account Pledge Agreement.
In case of foreclosure of the right of pledge, the proceeds of such foreclosure will be divided and distributed
to each Beneficiary according to each such Beneficiary’s share. The right of pledge created under the
Collection Foundation Account Pledge Agreement will remain in place until any and all liabilities of all
Beneficiaries (whether actual or contingent, and whether in relation to principal, interest or otherwise), to the
extent such liabilities result in a claim for the payment (geldvordering) against the Collection Foundation in
favour of such Beneficiary have been discharged in full.
If at any time the rating of the Collection Foundation Account Provider falls below the Collection
Foundation Account Provider Requisite Credit Rating or any such rating is withdrawn by any of the Credit
Rating Agencies, Quion Services B.V. on behalf of the Collection Foundation, will as soon as reasonably
possible, but within the remedy period as specified by the relevant Credit Rating Agency which on the date
of this Prospectus is 30 calendar days for Moody’s and Fitch, (i) transfer the Collection Foundation Account
to an alternative bank with at least the Collection Foundation Account Provider Requisite Credit Rating or
(ii) ensure that payments to be made by the Collection Foundation Account Provider in respect of amounts
received on the Collection Foundation Account relating to the Mortgage Receivables will be fully guaranteed
pursuant to an unconditional and irrevocable guarantee from an eligible party, or transfer the Collection
Foundation Account to a new account provider that meets at least the Collection Foundation Account
Provider Requisite Credit Rating.
All reasonable costs and expenses (including but not limited to any replacement of guarantee costs), if any,
incurred by the Collection Foundation or the Seller relating to any action taken by them in relation to the
actions mentioned above as a consequence of the downgrade of the Collection Foundation Account Provider
below the Collection Foundation Account Provider Requisite Credit Rating, or any of such rating being
withdrawn, shall be borne by the Collection Foundation and the Collection Foundation Account Provider
shall reimburse the Collection Foundation or the Seller for such costs and expenses immediately upon
172
receiving a written statement from the relevant party detailing such costs and expenses. All costs and
expenses incurred by the Collection Foundation Account Provider in connection with its rating falling below
the Collection Foundation Account Provider Requisite Credit Rating, or the withdrawal of any of such
rating, (including but not limited to costs in relation to the replacement of itself, obtaining a third party
guarantee or implementing any other suitable action) are for its own account.
In the event of a transfer to an alternative bank as referred to under (i) above, the Collection Foundation shall
enter into a pledge agreement – and create a first ranking right of pledge over such bank account in favour of
the Beneficiaries – upon terms substantially the same as the Collection Foundation Account Pledge
Agreement.
The Collection Foundation and the Issuer have undertaken that all amounts of principal, interest, Prepayment
Penalties and interest penalties in respect of the Mortgage Receivables received by the Collection Foundation
on the Collection Foundation Account during the immediately preceding Mortgage Calculation Period in
respect of the Mortgage Receivables will be credited to the Issuer Collection Account on the relevant
Mortgage Collection Payment Date.
173
5.2 Priority of Payments
Application of amounts in respect of Swap Collateral, Excess Swap Collateral, Swap Tax Credits and
Replacement Swap Premium
Any amount due and payable to third parties (pursuant to items (a), (b) and (c) of the Revenue Priority of
Payments), under obligations incurred in the Issuer's business at a date which is not a Notes Payment Date,
may be paid on such due date by the Issuer from the Issuer Collection Account to the extent the Issuer
Collection Account Funds are sufficient to make such payment. Furthermore, the Issuer may pay any invoice
from the Servicer in connection with its servicing fee in respect of a Mortgage Calculation Period as agreed
under the Servicing Agreement on the Business Day immediately succeeding the relevant Mortgage
Calculation Date on an account so designated by the Servicer to the extent that the Issuer Collection Account
Funds are (i) sufficient to make such payment and (ii) sufficient or in the reasonable opinion of the Issuer
will be sufficient to pay the other amounts due and payable to third parties pursuant to items (a) and (b) of
the Revenue Priority of Payments or Post-Enforcement and Call Option Exercise Priority of Payments, as the
case may be.
Amounts received by the Issuer in respect of (i) Excess Swap Collateral, (ii) Swap Collateral (except to the
extent that following the early termination of a Swap Agreement the value of such Swap Collateral has been
applied, pursuant to the provisions of the Swap Agreement, to reduce the amount that would otherwise be
payable by the Swap Counterparty to the Issuer on early termination of the swap under the Swap Agreement,
as applicable, and, to the extent so applied in reduction of the amount otherwise payable by the Swap
Counterparty, such Swap Collateral is not to be applied in acquiring a replacement swap), (iii) Swap Tax
Credits, (iv) any Replacement Swap Premium (only to the extent it is applied directly to pay a Swap
Termination Payment due and payable by the Issuer to the outgoing Swap Counterparty), (v) any
Replacement Swap Premium received by the Issuer that is to be applied by the Issuer in purchasing one or
more replacement transactions under a Swap Agreement and (vi) any Swap Termination Payment applied or
to be applied by the Issuer in the purchase of one or more replacement swap transactions shall, to the extent
due and payable under the terms of the Swap Agreement, be paid directly to the relevant Swap Counterparty
without regard to the relevant Priority of Payments and in accordance with the terms of the Swap Agreement.
Priority of Payments in respect of interest
Unless the Tax Call Option, Portfolio Call Option, Remarketing Call Option or Risk Retention Regulatory
Change Call Option has been exercised, in each case the Post-Enforcement and Call Option Exercise Priority
of Payments needs to be followedprior to the delivery of an Enforcement Notice by the Security Trustee, the
Available Revenue Funds will pursuant to terms of the Trust Deed be applied by the Issuer on the Notes
Payment Date immediately succeeding the relevant Notes Calculation Date as follows (in each case only if
and to the extent that payments of a higher order of priority have been made in full) (the Revenue Priority
of Payments):
(a) first, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof,
of the fees, costs, expenses, charges, liabilities or other remuneration due and payable to the
Directors in connection with the Management Agreements, (ii) any fees, costs, expenses, charges, or
liabilities payable to the Collection Foundation under or in connection with any of the Transaction
Documents and (iii) any fees, costs, charges, liabilities or expenses incurred by the Security Trustee
under or in connection with any of the Transaction Documents;
(b) second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts
thereof, of (i) the fees and expenses due and payable to the Servicer under the Servicing Agreement,
(ii) the fees and expenses due and payable to the Portfolio Manager under the Portfolio Management
174
Agreement, (iii) the fees and expenses due and payable to the Issuer Administrator under the
Administration Agreement, (iv) the fees and expenses due and payable to the Paying Agent and the
Reference Agent under the Paying Agency Agreement, (v) the fees and expenses due and payable to
the Listing Agent, (vi) any amounts due to the Issuer Account Bank under the Issuer Account
Agreement (for the avoidance of doubt including negative interest on the Issuer Accounts) and (vii)
the fees and expenses due and payable to the Swap Collateral Custodian under the Swap Collateral
Custodian Agreement;
(c) third, in or towards satisfaction, pari passu and pro rata, according to the respective amounts
thereof, of (i) any amounts due and payable to third parties (including but not limited to European
DataWarehouse) under obligations incurred in the Issuer’s business (other than under the
Transaction Documents), including, without limitation, in or towards satisfaction of sums due or
provision for any payment of the Issuer’s liability, if any, to tax (to the extent such amounts cannot
be paid out of item (i) of the Available Revenue Funds), (ii) any amount due to the Credit Rating
Agencies and any legal advisor, auditor and accountant, appointed by the Issuer or the Security
Trustee and (iii) any amounts due in connection with the listing of the Notes;
(d) fourth, in or towards satisfaction of amounts, if any, due and payable to the Swap Counterparty
(including Swap Termination Payments, to the extent not satisfied by the return of any Excess Swap
Collateral outside the Priority of Payments but excluding (i) the Swap Counterparty Subordinated
Payment and (ii) any amounts in respect of Swap Collateral, Excess Swap Collateral, Swap Tax
Credits and Replacement Swap Premium, such amounts to be paid outside the Priority of Payments);
(e) fifth, in or towards satisfaction of interest due on the Class A Notes, excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class A
Notes;
(f) sixth, in or towards satisfaction of any sums required to replenish the Reserve Account so that the
Class A Reserve Ledger is equal to the Class A Reserve Account Required Amount;
(g) seventh, in or towards satisfaction, of sums to be credited to the Class A Principal Deficiency Ledger
until the debit balance, if any, on the Class A Principal Deficiency Ledger is reduced to zero;
(h) eighth, in or towards satisfaction of interest due on the Class B Notes unless the Class B Principal
Deficiency Ledger has a debit balance, excluding, after the First Optional Redemption Date, the
Subordinated Extension Payment Amount relating to the Class B Notes;
(i) ninth, in or towards satisfaction of any sums required to replenish the Reserve Account so that the
Class B Reserve Ledger is equal to the Class B Reserve Account Required Amount;
(j) tenth, in or towards satisfaction of sums to be credited to the Class B Principal Deficiency Ledger
until the debit balance, if any, on the Class B Principal Deficiency Ledger is reduced to zero and
thereafter in or towards satisfaction of sums to be credited to the Class B Senior Interest Deficiency
Ledger until the debit balance, if any on the Class B Senior Interest Deficiency Ledger is reduced to
zero, such amount to be applied in or towards satisfaction of interest due on the Class B Notes,
excluding the Subordinated Extension Payment Amount relating to the Class B Notes;
(k) eleventh, in or towards satisfaction of interest due on the Class C Notes unless the Class C Principal
Subordinated Extension Payment Amount relating to the Class C Notes;
(l) twelfth, in or towards satisfaction of any sums required to replenish the Reserve Account so that the
Class C Reserve Ledger is equal to the Class C Reserve Account Required Amount;
175
(m) thirteenth, in or towards satisfaction of sums to be credited to the Class C Principal Deficiency
Ledger until the debit balance, if any, on the Class C Principal Deficiency Ledger is reduced to zero
and thereafter in or towards satisfaction of sums to be credited to the Class C Senior Interest
Deficiency Ledger until the debit balance, if any on the Class C Senior Interest Deficiency Ledger is
reduced to zero, such amount to be applied in or towards satisfaction of interest due on the Class C
Notes, excluding the Subordinated Extension Payment Amount relating to the Class C Notes;
(n) fourteenth, in or towards satisfaction of interest due on the Class D Notes unless the Class D
Principal Deficiency Ledger has a debit balance, excluding, after the First Optional Redemption
Date, the Subordinated Extension Payment Amount relating to the Class D Notes;
(o) fifteenth, in or towards satisfaction of any sums required to replenish the Reserve Account so that the
Class D Reserve Ledger is equal to the Class D Reserve Account Required Amount;
(p) sixteenth, in or towards satisfaction of sums to be credited to the Class D Principal Deficiency
Ledger until the debit balance, if any, on the Class D Principal Deficiency Ledger is reduced to zero
and thereafter in or towards satisfaction of sums to be credited to the Class D Senior Interest
Deficiency Ledger until the debit balance, if any on the Class D Senior Interest Deficiency Ledger is
reduced to zero, such amount to be applied in or towards satisfaction of interest due on the Class D
Notes, excluding the Subordinated Extension Payment Amount relating to the Class D Notes;
(q) seventeenth, in or towards satisfaction of interest due on the Class E Notes unless the Class E
Principal Deficiency Ledger has a debit balance, excluding, after the First Optional Redemption
Date, the Subordinated Extension Payment Amount relating to the Class E Notes;
(r) eighteenth, in or towards satisfaction of any sums required to replenish the Reserve Account so that
the Class E Reserve Ledger is equal to the Class E Reserve Account Required Amount;
(s) nineteenth, in or towards satisfaction of sums to be credited to the Class E Principal Deficiency
Ledger until the debit balance, if any, on the Class E Principal Deficiency Ledger is reduced to zero
and thereafter in or towards satisfaction of sums to be credited to the Class E Senior Interest
Deficiency Ledger until the debit balance, if any on the Class E Senior Interest Deficiency Ledger is
reduced to zero, such amount to be applied in or towards satisfaction of interest due on the Class E
Notes, excluding the Subordinated Extension Payment Amount relating to the Class E Notes;
(t) twentieth, in or towards satisfaction of interest due on the Class F Notes unless the Class F Principal
Subordinated Extension Payment Amount relating to the Class F Notes;
(u) twenty-first, in or towards satisfaction of sums to be credited to the Class F Principal Deficiency
Ledger until the debit balance, if any, on the Class F Principal Deficiency Ledger is reduced to zero
and thereafter in or towards satisfaction of sums to be credited to the Class F Senior Interest
Deficiency Ledger until the debit balance, if any on the Class F Senior Interest Deficiency Ledger is
reduced to zero, such amount to be applied in or towards satisfaction of interest due on the Class F
Notes, excluding the Subordinated Extension Payment Amount relating to the Class F Notes;
(v) twenty-second, after the First Optional Redemption Date, in or towards satisfaction of sums to be
credited to the Class A Subordinated Interest Deficiency Ledger until the debit balance, if any on the
Class A Subordinated Interest Deficiency Ledger is reduced to zero, and thereafter in or towards
satisfaction of interest due or accrued but unpaid on the Class A Notes as Subordinated Extension
Payment Amount relating to the Class A Notes;
176
(w) twenty-third, after the First Optional Redemption Date, in or towards satisfaction of sums to be
credited to the Class B Subordinated Interest Deficiency Ledger until the debit balance, if any on the
Class B Subordinated Interest Deficiency Ledger is reduced to zero, and thereafter in or towards
satisfaction of interest due or accrued but unpaid on the Class B Notes as Subordinated Extension
Payment Amount relating to the Class B Notes;
(x) twenty-fourth, after the First Optional Redemption Date, in or towards satisfaction of sums to be
credited to the Class C Subordinated Interest Deficiency Ledger until the debit balance, if any on the
Class C Subordinated Interest Deficiency Ledger is reduced to zero, and thereafter in or towards
satisfaction of interest due or accrued but unpaid on the Class C Notes as Subordinated Extension
Payment Amount relating to the Class C Notes;
(y) twenty-fifth, after the First Optional Redemption Date, in or towards satisfaction of sums to be
credited to the Class D Subordinated Interest Deficiency Ledger until the debit balance, if any on the
Class D Subordinated Interest Deficiency Ledger is reduced to zero, and thereafter in or towards
satisfaction of interest due or accrued but unpaid on the Class D Notes as Subordinated Extension
Payment Amount relating to the Class D Notes;
(z) twenty-sixth, after the First Optional Redemption Date, in or towards satisfaction of sums to be
credited to the Class E Subordinated Interest Deficiency Ledger until the debit balance, if any on the
Class E Subordinated Interest Deficiency Ledger is reduced to zero, and thereafter in or towards
satisfaction of interest due or accrued but unpaid on the Class E Notes as Subordinated Extension
Payment Amount relating to the Class E Notes;
(aa) twenty-seventh, after the First Optional Redemption Date, in or towards satisfaction of sums to be
credited to the Class F Subordinated Interest Deficiency Ledger until the debit balance, if any on the
Class F Subordinated Interest Deficiency Ledger is reduced to zero, and thereafter in or towards
satisfaction of interest due or accrued but unpaid on the Class F Notes as Subordinated Extension
Payment Amount relating to the Class F Notes;
(bb) twenty-eighth, on the first Notes Payment Date only, to the Seller in or towards satisfaction of the
Funding Adjustment Costs;
(cc) twenty-ninth, in or towards satisfaction of the Swap Counterparty Subordinated Payments due and
payable to the Swap Counterparty under the terms of the Swap Agreement; and
(dd) thirtieth, in or towards satisfaction of any remaining amounts as Class RS Notes Interest Amount to
the Class RS Notes.
In the event of a shortfall of interest payments to a Class of Floating Rate Notes other than a shortfall of
interest due and payable under item (e) of the Revenue Priority of Payments the Issuer shall debit the Senior
Interest Deficiency Ledger or, as applicable, the Subordinated Interest Deficiency Ledger of the relevant
Class of Floating Rate Notes by an amount equal to the amount by which the aggregate amount of such
Senior Interest Part or, as applicable such Subordinated Extension Payment Amount paid on the relevant
Class of Floating Rate Notes on any Notes Payment Date falls short of the aggregate Senior Interest Part or,
as applicable such Subordinated Extension Payment Amount payable on such Class of Floating Rate Notes.
Such shortfall shall not be treated as due on that date, but shall accrue interest as long as it remains
outstanding at the rate of interest applicable to the relevant Class of Floating Rate Notes for such period, and
a pro rata share of such shortfall and accrued interest thereon shall be aggregated with the amount as if it
were interest due on each relevant Class of Floating Rate Notes on the next succeeding Notes Payment Date.
A shortfall of interest payments to the Most Senior Class of Floating Rate Notes for a period of 14 calendar
days or more constitutes an Event of Default.
177
Priority of Payments in respect of principal
Unless the Tax Call Option, Portfolio Call Option, Remarketing Call Option or Risk Retention Regulatory
Change Call Option has been exercised, in each case the Post-Enforcement and Call Option Exercise Priority
of Payments needs to be followed, prior to the delivery of an Enforcement Notice by the Security Trustee the
Available Principal Funds will, pursuant to terms of the Trust Deed, be applied by the Issuer on the Notes
Payment Date immediately succeeding the relevant Notes Calculation date as follows (in each case only if
and to the extent that payments of a higher order of priority have been made in full) (the Redemption
Priority of Payments):
(a) first, subject to the Conditions and provided that the Further Advance Receivables and Additional
Loan Part Receivables Purchase Conditions or the New Ported Mortgage Receivables Purchase
Conditions, as the case may be, have been met in or towards replenishment of the Further Advance,
Additional Loan Part and Unsold Property Portable Mortgage Account up to the Available Further
Advance, Additional Loan Part and Unsold Property Portable Mortgage Deposit Amount;
(b) second, subject to the Conditions, in or towards satisfaction of principal amounts due under the Class
A Notes until fully redeemed in accordance with the Conditions;
(c) third, subject to the Conditions, in or towards satisfaction of principal amounts due under the Class
B Notes until fully redeemed in accordance with the Conditions;
(d) fourth, subject to the Conditions, in or towards satisfaction of principal amounts due under the Class
C Notes until fully redeemed in accordance with the Conditions;
(e) fifth, subject to the Conditions, in or towards satisfaction of principal amounts due under the Class D
Notes until fully redeemed in accordance with the Conditions;
(f) sixth, subject to the Conditions, in or towards satisfaction of principal amounts due under the Class E
Notes until fully redeemed in accordance with the Conditions; and
(g) seventh, subject to the Conditions, in or towards satisfaction of principal amounts due under the
Class F Notes until fully redeemed in accordance with the Conditions; and
(h) eighth, subject to the Conditions, in or towards satisfaction of principal amounts due under the Class
RS Notes.
Post-Enforcement and Call Option Exercise Priority of Payments
(i) Following the exercise of the Tax Call Option, Portfolio Call Option, Remarketing Call Option and
Risk Retention Regulatory Change Call Option, the Available Revenue Funds and Available
Principal Funds available to the Issuer on the Notes Payment Date; or
(ii) Following the delivery of an Enforcement Notice, the Enforcement Available Amount, which shall
exclude amounts representing (i) any Excess Swap Collateral (which shall be returned directly to the
Swap Counterparty in accordance with the Swap Agreement), (ii) any Swap Tax Credits, which shall
be returned directly to the Swap Counterparty, and (iii) prior to the designation of an early
termination date under the Swap Agreement and the resulting application of the Swap Collateral by
way of netting or set-off, pursuant to the terms of the Swap Agreement, an amount equal to the value
of all Swap Collateral provided by the Swap Counterparty to the Issuer pursuant to the Swap
Agreement (and any interest or distributions in respect thereof) received or recovered following
enforcement of the Security;
178
will be paid in the following order of priority (in each case only if and to the extent payments of a higher
priority have been made in full) (the Post-Enforcement and Call Option Exercise Priority of Payments):
(a) first, in or towards satisfaction, pari passu and pro rata, according to the respective amounts thereof,
of (i) the fees, costs, expenses, charges, liabilities or other remuneration due and payable to the
Directors (ii) the fees, costs, expenses, charges, liabilities and expenses due and payable to Security
Trustee under or in connection with any of the Transaction Documents, (iii) the fees, costs,
expenses, charges, liabilities and expenses due to the director of the Collection Foundation under or
in connection with any of the Transaction Documents;
(b) second, in or towards satisfaction, pari passu and pro rata, according to the respective amounts
thereof, of (i) the fees and expenses due and payable to the Servicer under the Servicing Agreement,
(ii) the fees and expenses due and payable to the Portfolio Manager under the Portfolio Management
Agreement, (iii) the fees and expenses due and payable to the Issuer Administrator under the
Administration Agreement, (iv) the fees and expenses due and payable to the Paying Agent and the
Reference Agent under the provisions of the Paying Agency Agreement, (v) the fees and expenses
due and payable to the Listing Agent, (vi) any amounts due to the Issuer Account Bank under the
Issuer Account Agreement (for the avoidance of doubt, including negative interest on the Issuer
Accounts) and (vii) the fees and expenses due and payable to the Swap Collateral Custodian under
the Swap Collateral Custodian Agreement;
(c) third, (i) any amounts due and payable to third parties (including but not limited to European
DataWarehouse) under obligations incurred in the Issuer’s business (other than under the
Transaction Documents), including, without limitation, in or towards satisfaction of sums due or
provision for any payment of the Issuer’s liability, if any, to tax, (ii) any amount due to the Credit
Rating Agencies and any legal advisor, auditor and accountant, appointed by the Issuer or the
Security Trustee and (iii) any amounts due in connection with the listing of the Notes;
(d) fourth, in or towards satisfaction of amounts, if any, due and payable to the Swap Counterparty
(including Swap Termination Payments, to the extent not satisfied by the return of any Excess Swap
Collateral outside the Priority of Payments, but excluding any (i) Swap Counterparty Subordinated
Payments, and (ii) any amounts in respect of Swap Collateral, Excess Swap Collateral and Swap Tax
Credits, such amounts to be paid outside the Priority of Payments);
(e) fifth, in or towards satisfaction of interest due on the Class A Notes, excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class A
Notes;
(f) sixth, in or towards satisfaction of principal due on the Class A Notes;
(g) seventh, after the First Optional Redemption Date, in or towards satisfaction of interest due or
accrued but unpaid on the Class A Notes as Subordinated Extension Payment Amount relating to the
Class A Notes;
(h) eighth, in or towards satisfaction of interest due on the Class B Notes, excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class B
Notes;
(i) ninth, in or towards satisfaction of principal due on the Class B Notes;
(j) tenth, in or towards satisfaction of interest due on the Class C Notes, excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class C
Notes;
179
(k) eleventh, in or towards satisfaction of principal due on the Class C Notes;
(l) twelfth, in or towards satisfaction of interest due on the Class D Notes, excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class D
Notes;
(m) thirteenth, in or towards satisfaction of principal due on the Class D Notes;
(n) fourteenth, in or towards satisfaction of interest due on the Class E Notes, excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class E
Notes;
(o) fifteenth, in or towards satisfaction of principal due on the Class E Notes;
(p) sixteenth, in or towards satisfaction of interest due on the Class F Notes excluding, after the First
Optional Redemption Date, the Subordinated Extension Payment Amount relating to the Class F
Notes;
(q) seventeenth, in or towards satisfaction of principal due on the Class F Notes;
(r) eighteenth, after the First Optional Redemption Date, in or towards satisfaction of interest due or
accrued but unpaid on the Class B Notes as Subordinated Extension Payment Amount relating to the
Class B Notes;
(s) nineteenth, after the First Optional Redemption Date, in or towards satisfaction of interest due or
accrued but unpaid on the Class C Notes as Subordinated Extension Payment Amount relating to the
Class C Notes;
(t) twentieth, after the First Optional Redemption Date, in or towards satisfaction of interest due or
accrued but unpaid on the Class D Notes as Subordinated Extension Payment Amount relating to the
Class D Notes;
(u) twenty-first, after the First Optional Redemption Date, in or towards satisfaction of interest due or
accrued but unpaid on the Class E Notes as Subordinated Extension Payment Amount relating to the
Class E Notes;
(v) twenty-second, after the First Optional Redemption Date, in or towards satisfaction of interest due or
accrued but unpaid on the Class F Notes as Subordinated Extension Payment Amount relating to the
Class F Notes;
(w) twenty-third, in or towards the satisfaction of the Swap Counterparty Subordinated Payments due
and payable to the Swap Counterparty under the terms of the Swap Agreement; and
(x) twenty-fourth, in or towards satisfaction of principal and any remaining amount due on the Class RS
Notes.
180
5.3 Loss Allocation
Principal Deficiency Ledger
A Principal Deficiency Ledger comprising six sub-ledgers, known as the Class A Principal Deficiency
Ledger, the Class B Principal Deficiency Ledger, the Class C Principal Deficiency Ledger, the Class D
Principal Deficiency Ledger, the Class E Principal Deficiency Ledger and the Class F Principal Deficiency
Ledger, respectively, will be established by or on behalf of the Issuer in order to record any Realised Loss on
the Mortgage Receivables and any Revenue Shortfall Amount.
The sum of any Realised Loss and any Revenue Shortfall Amount shall be debited to the Class F Principal
Deficiency Ledger (such debit items being recredited through the Revenue Priority of Payments on each
relevant Notes Payment Date) so long as the debit balance on such sub-ledger is less than the sum of the
Principal Amount Outstanding of the Class F Notes and thereafter shall be debited to the Class E Principal
Deficiency Ledger (such debit items being recredited through the Revenue Priority of Payments on each
relevant Notes Payment Date) so long as the debit balance on such sub-ledger is less than the sum of the
Principal Amount Outstanding of the Class E Notes and thereafter such amounts shall be debited to the Class
D Principal Deficiency Ledger (such debit items being recredited through the Revenue Priority of Payments
on each relevant Notes Payment Date) so long as the debit balance on such sub-ledger is less than the sum of
the Principal Amount Outstanding of the Class D Notes and thereafter such amounts shall be debited to the
Class C Principal Deficiency Ledger (such debit items being recredited through the Revenue Priority of
Payments on each relevant Notes Payment Date) so long as the debit balance on such sub-ledger is less than
the sum of the Principal Amount Outstanding of the Class C Notes and thereafter such amounts shall be
debited to the Class B Principal Deficiency Ledger (such debit items being recredited through the Revenue
Priority of Payments on each relevant Notes Payment Date) so long as the debit balance on such sub-ledger
is less than the sum of the Principal Amount Outstanding of the Class B Notes and thereafter such amounts
shall be debited, pro rata according to the Principal Amount Outstanding of the Class A Notes on each Notes
Payment Date, to the Class A Principal Deficiency Ledger (such debit items being recredited through the
Revenue Priority of Payments on each Notes Payment Date).
Realised Loss means, on any Notes Payment Date, the sum of:
(a) where the Seller, the Issuer, the Servicer or the Security Trustee has completed the foreclosure in the
immediately preceding Notes Calculation Period, the amount by which (i) the aggregate Outstanding
Principal Amount of all such Mortgage Receivables exceeds (ii) the amount of the Net Foreclosure
Proceeds (to the extent relating to principal) applied to reduce the Outstanding Principal Amount of
the Mortgage Receivables;
(b) where the Borrower (x) has successfully asserted set-off or defence to payments or (y) repaid or
prepaid any amount in the immediately preceding Notes Calculation Period, the amount by which (i)
the aggregate Outstanding Principal Amount of such Mortgage Receivables prior to such set-off or
defence or repayment or prepayment exceeds (ii) the aggregate Outstanding Principal Amount of
such Mortgage Receivables, after such set-off or defence or repayment or prepayment having been
made, unless, and to the extent, such amount is received from the Seller or otherwise in accordance
with any item of the Available Principal Funds; and
(c) where a breach of one of the Key Representations or any other Mortgage Loan Criterion or
representation and warranty (which does not constitute a Key Representation) has been identified
which is not cured within the Key Representation Remedy Period or Other Representations Remedy
Period, as applicable and/or the Seller has decided not to repurchase the affected Mortgage
181
Receivables pursuant to its discretionary repurchase right under the Mortgage Receivables Purchase
Agreement, the Outstanding Principal Amount of such Mortgage Receivables.
182
5.4 Hedging
Interest Rate Hedging
The Mortgage Loan Criteria require that all Mortgage Receivables sold and assigned to the Issuer at Closing
bear a floating rate or a fixed rate of interest (as further described in Section 6.2 (Description of Mortgage
Loans).
The interest rate payable by the Issuer with respect to the Floating Rate Notes is calculated as a margin over
three month Euribor. The Issuer will hedge the interest rate exposure in respect of the Floating Rate Notes by
entering into the Swap Agreement with the Swap Counterparty.
Under the Swap Agreement, on each Swap Payment Date, the Issuer will agree to pay to the Swap
Counterparty an amount equal to the sum of (a) (i) the Swap Notional Amount for the relevant Swap
Calculation Period multiplied by (ii) the Swap Fixed Rate (which will be 1.0877 per cent. as of the Closing
Date) multiplied by (iii) the relevant day count fraction determined on an actual/360 basis, and (b)
Prepayment Penalties received by the Issuer in respect of the Fixed Rate Mortgage Receivables during the
three immediately preceding Mortgage Calculation Periods ending immediately prior to the end of the
relevant Swap Calculation Period. The Swap Fixed Rate in respect of a Swap Payment Date will be a rate
calculated by the Swap Counterparty equal to (a) the sum, for each Fixed Rate Mortgage Receivable (or part
thereof), of the product of (i) the Mortgage Receivable Swap Rate determined in respect of the most recent
Mortgage Receivable Reset Date for such Fixed Rate Mortgage Receivable and (ii) the Outstanding Principal
Amount of such Fixed Rate Mortgage Receivable (or part thereof) as of the Swap Notional Observation Date
in respect of the relevant Swap Calculation Period, divided by (b) the aggregate of the Outstanding Principal
Amounts of the Fixed Rate Mortgage Receivables as of the Swap Notional Observation Date in respect of
the relevant Swap Calculation Period.
The Mortgage Receivable Swap Rate in respect of a Fixed Rate Mortgage Receivable (or part thereof) and
any date of determination will be the Mortgage Receivable Swap Rate determined in respect of the most
recent Mortgage Receivable Reset Date for such Fixed Rate Mortgage Receivable (or part thereof) in
accordance with the Interest Rate Reset Agreement as further described in Section 7.5 (Interest rate reset in
respect of Mortgage Receivables). If the Back Swap Provider fails to notify the Swap Counterparty of the
interest rates pursuant to (a) above by close of business on the day falling two Business Days prior to the
date on which the Swap Counterparty is required to determine the Swap Fixed Rate, the Swap Counterparty
will determine such interest rates.
Although the Seller and the Portfolio Manager will have regard to the Mortgage Receivable Swap Rates in
respect of any proposed reset of any fixed rate applicable to any Fixed Rate Mortgage Receivable (or part
thereof), any Proposed Interest Rate shall always be set subject to, and in accordance with, the Interest Rate
Policy and applicable laws, including, without limitation, principles of reasonableness and fairness,
competition laws and the Mortgage Conditions (see Section 7.5 (Interest rate reset in respect of Mortgage
Receivables)). If the weighted average of the Mortgage Interest Rates or the interest payments actually
received by the Issuer at any time is lower than the Swap Fixed Rate (and the senior transaction expenses) at
such time, the Available Revenue Funds at item (d) of the Revenue Priority of Payments may be insufficient
to make the required payments under the Swap Agreement and, as a result, a Swap Event of Default may
occur in relation to the Issuer.
On the same Swap Payment Date, the Swap Counterparty will agree to pay to the Issuer an amount equal to
(a) the Swap Notional Amount for the relevant Swap Calculation Period multiplied by (b) Euribor for three
month deposits determined as at the immediately preceding Interest Determination Date multiplied by (c) the
relevant day count fraction determined on an actual/360 basis (the Swap Counterparty Floating Amount).
183
If the Swap Counterparty Floating Amount is a negative amount (i.e. because Euribor for three month
deposits is negative), the Issuer will be required to pay an amount equal to the absolute value of such Swap
Counterparty Floating Amount to the Swap Counterparty. The amounts payable by the Issuer and the Swap
Counterparty under the Swap Agreement will be netted so that on the relevant Swap Payment Date, only a
net amount will be due from the Issuer or the Swap Counterparty (as the case may be).
The Swap Notional Amount in respect of a Swap Calculation Period will be an amount in Euro equal to the
sum of (i) the Outstanding Principal Amount of the Fixed Rate Mortgage Receivables as at the Swap
Notional Observation Date (as defined below) for such Swap Calculation Period and (ii) the credit balance
(if any) of the Sold Property Portable Mortgage Account in respect of Fixed Rate Mortgage Receivables as at
the Swap Notional Observation Date for such Swap Calculation Period.
Each Swap Payment Date will be two Business Days prior to the relevant Notes Payment Date. The Swap
Agreement will be documented under a 1992 ISDA Master Agreement. The Swap Agreement may be
terminated upon the occurrence of one of certain specified Swap Events of Default and Swap Termination
Events commonly found in standard ISDA documentation except where such Swap Events of Default and
Swap Termination Events are disapplied and/or modified and any Swap Additional Termination Events are
added. The Swap Agreement may be terminated if an applicable Swap Event of Default or Swap
Termination Event (as defined below) occurs. Swap Events of Default under the Swap Agreement in relation
to the Issuer will be limited to (a) non-payment under the Swap Agreement, (b) certain insolvency events and
(c) Merger Without Assumption (as defined therein), whereas all Swap Events of Default under the Swap
Agreement other than Credit Support Default (as defined therein), shall apply in relation to the Swap
Counterparty, including non-payment under the Swap Agreement, and insolvency in respect of the Swap
Counterparty.
In the event of the insolvency of the Swap Counterparty, the Issuer will be treated as a general creditor of the
Swap Counterparty and is consequently subject to the credit risk of the Swap Counterparty. To mitigate this
risk, under the terms of the Swap Agreement, the Swap Counterparty is obliged to post collateral or
implement an alternative remedy in accordance with the terms of the Swap Agreement in the event that the
relevant ratings of the Swap Counterparty are below certain levels while the Swap Agreement is outstanding.
No assurance, however, can be given that sufficient collateral will be available to the Swap Counterparty
such that it is able to post collateral in accordance with the requirements of the Swap Agreement.
If the Swap Counterparty ceases to have at least the Initial Required Ratings, the Swap Counterparty will be
required, within the Initial Remedy Period, to provide collateral for its obligations under the Swap
Agreement (pursuant to the credit support annex which forms part of the Swap Agreement on the basis of the
standard ISDA documentation, which stipulates certain requirements relating to the provision of collateral by
the Swap Counterparty at any time after the Closing Date depending on the value at risk of the Issuer), or (in
the case of Fitch only) within 30 calendar days: (i) arrange for its obligations under the Swap Agreement to
be transferred to an entity having at least the Initial Required Ratings and which satisfies the transfer
provisions of the Swap Agreement, (ii) procure a Fitch Eligible Guarantor with at least the Initial Required
Ratings to become co-obligor in respect of its obligations under the Swap Agreement, or (iii) take such other
action as may be required to maintain or, as the case may be, restore the then current rating assigned to the
Notes. If the Swap Counterparty ceases to have at least the Subsequent Required Ratings, the Swap
Counterparty will be required, within the Initial Remedy Period, to provide (or continue to provide)
collateral for its obligations under the Swap Agreement (pursuant to the credit support annex) and, within the
Subsequent Remedy Period, to (i) arrange for its obligations under the Swap Agreement to be transferred to
an entity having at least the Initial Required Ratings (in the case of Fitch) or the Subsequent Required
Ratings (in the case of Moody’s) and which satisfies the transfer provisions of the Swap Agreement or (ii)
procure a Fitch Eligible Guarantor with at least the Initial Required Ratings (in the case of Fitch) or another
entity with at least the Subsequent Required Ratings (in the case of Moody’s) to become co-obligor in
respect of its obligations under the Swap Agreement. Failure to take such steps, subject to certain conditions,
184
will give the Issuer the right to terminate the Swap Agreement. While the Issuer is required to seek offers in
the market from potential replacement swap providers in contemplation of a termination, the Swap
Agreement does not impose an obligation on the Issuer, on termination of the Swap Agreement, to actually
accept one of those offers.
Any collateral transferred by the Swap Counterparty which is in excess of its obligations to the Issuer under
the credit support annex will promptly be returned to the Swap Counterparty prior to the distribution of any
amounts due by the Issuer under the Transaction Documents and outside the relevant Priority of Payments.
Interest accrued on the Swap Collateral will either be deposited in the Swap Collateral Account or paid to the
Swap Counterparty in accordance with the credit support annex. Any Swap Tax Credits obtained by the
Issuer shall also be paid to the Swap Counterparty outside the relevant Priority of Payments.
If the Swap Agreement terminates the Issuer may be obliged to pay a Swap Termination Payment to the
Swap Counterparty and will be exposed to changes in the relevant rates of interest. Any such Swap
Termination Payment could be substantial. There can be no assurance that the Issuer will have sufficient
funds available to make any Swap Termination Payment due under the Swap Agreement. In addition, if such
a payment is due to the Swap Counterparty (other than where it constitutes a Swap Counterparty
Subordinated Payment) it will rank in priority to payments due from the Issuer under the Notes under the
applicable Priority of Payments, and could affect the availability of sufficient funds of the Issuer to make
payments of amounts due from it under the Notes in full. Subject to the terms of the Swap Agreement, if the
Swap Counterparty is the Defaulting Party or the sole Affected Party (in each case, as defined in the Swap
Agreement), the amount of any Swap Termination Payment will be based on the market value of the Swap
Agreement. The market value will be based on market quotations of the cost of entering into a transaction
with the same terms and conditions and that would have the effect of preserving the respective full payment
obligations of the parties (or based upon loss in the event that sufficient market quotations cannot be
obtained). If the Issuer is the Defaulting Party or an Affected Party, the amount of any Swap Termination
Payment will be based on the Swap Counterparty’s loss (or gain). The projected amortisation of the Swap
Notional Amount for the purpose of determining the Swap Counterparty’s loss (or gain) will be based on (a)
the expected prepayment rate assumption in respect of each Fixed Rate Mortgage Receivable (or part
thereof) provided by Goldman Sachs International (prior to the termination of the Back Swap Transaction) or
the Swap Counterparty (on or after the termination of the Back Swap Transaction), and (b) the assumption
that the Outstanding Principal Amount of each Fixed Rate Mortgage Receivable (or part thereof) reduces to
zero on the first date on which the fixed rate payable under such Fixed Rate Mortgage Receivable (or part
thereof) is scheduled to be reset.
In the event that the Issuer is required to withhold or deduct an amount in respect of tax from payments due
from it to the Swap Counterparty, the Issuer will not be required pursuant to the terms of the Swap
Agreement to pay the Swap Counterparty such amounts as would otherwise have been required to ensure
that the Swap Counterparty received the same amounts that it would have received had such withholding or
deduction not been made.
In the event that the Swap Counterparty is required to withhold or deduct an amount in respect of tax from
payments due from it to the Issuer, the Swap Counterparty will be required pursuant to the terms of the Swap
Agreement to pay to the Issuer such additional amounts as are required to ensure that the Issuer receives the
same amounts that it would have received had such withholding or deduction not been made.
Swap termination and payment by replacement swap counterparty
If following the termination of the Swap Agreement (i) an amount is due by the Issuer to the Swap
Counterparty as Swap Termination Payment (including any Swap Counterparty Subordinated Payment),
other than in relation to the return of Excess Swap Collateral or any other Unpaid Amount (as defined in the
Swap Agreement), and (ii) the Issuer receives a Replacement Swap Premium from a replacement swap
185
counterparty in connection with entering into a replacement swap agreement as a result of the market value
of such swap agreement, then the Issuer shall apply such Replacement Swap Premium received from that
replacement swap counterparty to pay an amount equal to such Swap Termination Payment (for the
avoidance of doubt minus any Unpaid Amounts owed by the Issuer to the Swap Counterparty) outside the
relevant Priority of Payments and such amount will not form part of the Available Revenue Funds.
EMIR
Under EMIR, In-scope Counterparties must clear OTC derivatives contracts which are declared subject to
the clearing obligation through an authorised or recognised central counterparty when they trade with each
other or with third country entities. Timing for implementation of the clearing obligation under EMIR has
been finalised for certain interest rate swap transactions but remains uncertain for other asset classes.
EMIR also contains requirements with respect to margining, and the regulatory technical standards relating
to the collateralisation obligations in respect of OTC derivatives contracts which are not cleared are now in
force. The obligation for In-scope Counterparties to margin uncleared OTC derivatives contracts is being
phased in from the first quarter of 2017 with variation margin obligations applying to all transactions entered
into by In-scope Counterparties from 1 March 2017. If the Swap Counterparty is subject to the variation
margin obligations, it must in principle request its counterparty to post variation margin, unless it provided in
its risk management procedures that no collateral is exchanged in relation to non-centrally cleared OTC
derivative contracts entered into with non-financial counterparties that do not meet the conditions of Article
10(1)(b) of EMIR in accordance with Article 24 of Commission Delegated Regulation (EU) 2016/2251.
Under EMIR, counterparties must report all their OTC and exchange traded derivatives contracts to an
authorised or recognised trade repository or to ESMA. The Swap Counterparty undertakes that it shall ensure
that the details of the Swap Transaction will be reported to the trade repository.
186
5.5 Liquidity Support
Not Applicable
187
5.6 Transaction Accounts
Issuer Accounts
Issuer Collection Account
The Issuer will maintain with N.V. Bank Nederlandse Gemeenten, a public limited liability company
organised under Dutch law and established in The Hague, the Netherlands, in its capacity as Issuer Account
Bank, the Issuer Collection Account to which – among other things – all amounts received (i) in respect of
the Mortgage Receivables on each Mortgage Collection Payment Date from the Collection Foundation
Account and (ii) from any other parties to the Transaction Documents will be credited. Payments from other
parties include but are not limited to the Net Swap Payments paid on each Swap Payment Date,
Compensation Payments received from the Elan Servicer on the Collection Foundation Account in case of a
breach of representations and warranties or Mortgage Loan Criteria, proceeds from a repurchase of Mortgage
Loans by the Seller, amounts paid from the Construction Deposit Account and Sold Property Portable
Mortgage Account after expiry of the rights of a Borrower in respect of a Construction Deposit or Portable
Mortgage Receivable, and proceeds from the Further Advance, Additional Loan Part and Unsold Property
Portable Mortgage Account. The Issuer Administrator will identify all amounts paid into the Issuer
Collection Account and establish ledgers for such purpose. On each Notes Payment Date, the Paying Agent
will receive from the Issuer a payment from the Issuer Collection Account and shall instruct payment on the
Notes to Noteholders and other parties according to the Priority of Payments in respect of interest and
principal.
The Issuer Administrator will be responsible for making certain payments from the Issuer Collection
Account to third parties in accordance with the above, however; the Paying Agent will make payments to the
Noteholders.
Payments from the Issuer Collection Account may be made other than on a Notes Payment Date only to
satisfy amounts due to third parties (other than pursuant to the Transaction Documents) and under
obligations incurred in connection with the Issuer’s business such as the fees and expenses falling due and
payable to European DataWarehouse in respect of the publication of loan-by-loan information.
Reserve Account
The Issuer will maintain with the Issuer Account Bank the Reserve Account to which on the Closing Date
the Initial Reserve Account Required Amount will be credited.
The Class A Initial Reserve Account Required Amount means an amount equal to 0.800 per cent. of the
Outstanding Principal Amount of the Mortgage Receivables, excluding the amount of Construction Deposits
that are yet to be disbursed, as at the Cut-Off Date, unless the Class A Notes have been fully redeemed, in
which case the Class A Initial Reserve Account Required Amount will be zero.
The Class B Initial Reserve Account Required Amount means an amount equal to 0.482 per cent. of the
that are yet to be disbursed, as at the Cut-Off Date, unless the Class B Notes have been fully redeemed, in
which case the Class B Initial Reserve Account Required Amount will be zero.
The Class C Initial Reserve Account Required Amount means an amount equal to 0.033 per cent. of the
that are yet to be disbursed, as at the Cut-Off Date, unless the Class C Notes have been fully redeemed, in
which case the Class C Initial Reserve Account Required Amount will be zero.
188
The Class D Initial Reserve Account Required Amount means an amount equal to 0.011 per cent. of the
that are yet to be disbursed, as at the Cut-Off Date, unless the Class D Notes have been fully redeemed, in
which case the Class D Initial Reserve Account Required Amount will be zero
The Class E Initial Reserve Account Required Amount means an amount equal to 0.011 per cent. of the
that are yet to be disbursed, as at the Cut-Off Date, unless the Class E Notes have been fully redeemed, in
which case the Class E Initial Reserve Account Required Amount will be zero.
On each Notes Payment Date, the Reserve Account will be replenished, subject to the Revenue Priority of
Payments up to the Initial Reserve Account Required Amount for each relevant Class of Notes until the
Amortisation Condition is met. On each Notes Payment Date after the Amortisation Condition is met, the
Reserve Account will be replenished, subject to the Revenue Priority of Payments up to the Ongoing
Reserve Account Required Amount for each relevant Class of Notes.
The Class A Ongoing Reserve Account Required Amount will be the higher of (a) 0.800 per cent. of the
Outstanding Principal Amount of Mortgage Receivables, excluding the amount of Construction Deposits that
are yet to be disbursed, at the last day of the immediately preceding Notes Calculation Period and (b) 0.400
per cent. of the Outstanding Principal Amount of Mortgage Receivables, excluding the amount of
Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class A Notes have
been fully redeemed, in which case the Class A Ongoing Reserve Account Required Amount will be zero.
The Class B Ongoing Reserve Account Required Amount will be the higher of (a) 0.482 per cent. of the
Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class B Notes have
been fully redeemed, in which case the Class B Ongoing Reserve Account Required Amount will be zero.
The Class C Ongoing Reserve Account Required Amount will be the higher of (a) 0.033 per cent. of the
Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class C Notes have
been fully redeemed, in which case the Class C Ongoing Reserve Account Required Amount will be zero.
The Class D Ongoing Reserve Account Required Amount will be the higher of (a) 0.011 per cent. of the
Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class D Notes have
been fully redeemed, in which case the Class D Ongoing Reserve Account Required Amount will be zero.
The Class E Ongoing Reserve Account Required Amount will be the higher of (a) 0.011 per cent. of the
Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class E Notes have
been fully redeemed, in which case the Class E Ongoing Reserve Account Required Amount will be zero.
189
The Amortisation Condition is met when the Outstanding Principal Amount of Mortgage Receivables,
excluding the amount of Construction Deposits that are yet to be disbursed, at the last day of the immediately
preceding Notes Calculation Period is less than 50 per cent. of the Outstanding Principal Amount of the
Mortgage Receivables, excluding the amount of Construction Deposits that are yet to be disbursed, as at the
Cut-Off Date, provided that:
(i) none of the Seller, the Servicer or the Portfolio Manager is in default under any of the
(ii) no Swap Termination Event has occurred;
(iii) there is no debit balance outstanding on the Principal Deficiency Ledger or no debit balance
will be outstanding on the immediately succeeding Notes Calculation Date taking into account
calculations performed in accordance with the Redemption Priority of Payments; and
(iv) the aggregate of the Realised Losses does not exceed 0.75 per cent. of the Outstanding
Principal Amount of Mortgage Receivables as at the Cut-Off Date.
The balance of the Reserve Account is amortising as long as the Amortisation Condition is met. If the
Amortisation Condition is no longer met the balance of the Reserve Account will no longer be amortising
and can only be distributed in accordance with the relevant Priority of Payments or when the Principal
Amount Outstanding of the Mortgage Receivables has reduced to zero.
A reserve ledger (the Reserve Ledger) comprising five sub-ledgers defined as the Class A Reserve Ledger,
the Class B Reserve Ledger, the Class C Reserve Ledger, the Class D Reserve Ledger and the Class E
Reserve Ledger, respectively, shall be established by the Issuer Administrator on the Closing Date, in order
to record on the Notes Calculation Date immediately preceding a Notes Payment Date the amount up to
which the Reserve Account may be drawn on the Notes Payment Date to make up for shortfalls to satisfy the
payment of certain items of the Revenue Priority of Payments.
Amounts standing to credit of the Reserve Account will form part of the Available Revenue Funds on each
Notes Payment Date and the Reserve Account and the relevant Reserve Ledgers will be replenished in
accordance with item (f), (i), (l), (o) and (r) of the Revenue Priority of Payments.
Any amounts representing the difference if positive between the amounts standing to the credit of the
Reserve Account and until the Amortisation Condition is met the Initial Reserve Account Required Amount
or the Ongoing Reserve Account Required Amount after the Amortisation Condition is met will form part of
the Available Principle Funds.
On the Notes Payment Date on which all amounts of interest and principal due in respect of the relevant
Class of Notes have been paid or will be paid, the Initial Reserve Account Required Amount, or, the
Ongoing Reserve Account Required Amount (as the case may be) of the relevant Class of Notes will be
reduced to zero and any amount standing to the credit of the relevant Reserve Ledger will thereafter be
transferred to the Issuer Collection Account and will form part of the Available Principal Funds.
On the Final Maturity Date or on the date when the Outstanding Principal Amount of the Mortgage
Receivables has been reduced to zero, the Initial Reserve Account Required Amount, or, the Ongoing
Reserve Account Required Amount (as the case may be) of the relevant Class of Notes will be reduced to
zero and any amount standing to the credit of the relevant Reserve Ledger will thereafter be transferred to the
Issuer Collection Account and will form part of the Available Principal Funds.
190
Construction Deposit Account
The Issuer will maintain with the Issuer Account Bank a Construction Deposit Account. On the Closing Date
an amount corresponding to the Aggregate Construction Deposit Amount as at the Cut-Off Date will be
withheld from the Initial Purchase Price for the Mortgage Receivables assigned on the Closing Date and such
amount will be credited to the Construction Deposit Account.
Furthermore, on each date on which a Further Advance Receivable or a New Ported Mortgage Loan
Receivable (including an Additional Loan Part Receivable, if applicable) with a Construction Deposit is
purchased by the Issuer, the Construction Deposit Amount relating to such Further Advance or New Ported
Mortgage Loan (including any Additional Loan Part, if applicable) will be withheld from the Initial Purchase
Price for the related Further Advance Receivable or New Ported Mortgage Receivable (including any
Additional Loan Part Receivable, if applicable) and credited to the Construction Deposit Account.
Payments from the Construction Deposit Account may be made on a daily basis only for reimbursement by
the Issuer to the Seller for amounts distributed in respect of (part of) the Construction Deposit by the Seller
to the relevant Borrowers. In addition, the Construction Deposit Account will be debited on each Mortgage
Collection Payment Date falling on the fifth Business Day of each Mortgage Calculation Period with the
amount that has been set off against the Mortgage Receivables in connection with the Construction Deposits
(as a result of an expired Construction Deposit that has not been extended pursuant to an agreement between
the Seller and the Borrower). Such amount will be credited to the Issuer Collection Account and will form
part of the Available Principal Funds.
Sold Property Portable Mortgage Account and New Ported Mortgage Receivables
The Issuer will open a bank account to facilitate the portability of Mortgage Loans or one or more Loan Parts
comprising such Mortgage Loans (meeneemregeling) pursuant to the Seller’s Mortgage Conditions. If the
transfer of title to the Old Mortgaged Asset by the Borrower and the subsequent acquisition of title to the
New Mortgaged Asset by the Borrower happen within the same Mortgage Calculation Period the principal
proceeds received by the Collection Foundation for the benefit of the Issuer on the Collection Foundation
Account in relation to the redemption of the relevant Portable Mortgage Loan will be applied to purchase
and accept assignment of the related New Ported Mortgage Receivables. If the transfer of title to the Old
Mortgaged Asset by the Borrower takes place prior to the acquisition of title to the New Mortgaged Asset by
the Borrower but they do not happen in the same Mortgage Calculation Period, the Collection Foundation
Administrator on behalf of the Issuer will deposit the principal repayment amount of the relevant Portable
Mortgage Loan in the Sold Property Portable Mortgage Account (such deposited amount being, the
Available Portability Deposit Amount). The Available Portability Deposit Amount does not form part of
the Available Principal Funds.
The Issuer will apply the relevant funds deposited in the Sold Property Portable Mortgage Account outside
of any Priority of Payments to purchase and accept assignment (if required in advance) of the New Ported
Mortgage Receivable if the related New Ported Mortgage Loan is granted within six months after the deposit
was made into the Sold Property Portable Mortgage Account provided that the New Ported Mortgage
Receivable is offered to the Issuer and granted by the Seller through its agent, the Elan Servicer. If the
related New Ported Mortgage Loan has not been granted within six months after the deposit was made into
the Sold Property Portable Mortgage Account, such deposit will be credited on the immediately succeeding
Notes Calculation Date to the Issuer Collection Account and become part of the Available Principal Funds.
Further Advance, Additional Loan Part and Unsold Property Portable Mortgage Account
The Issuer will maintain with the Issuer Account Bank the Further Advance, Additional Loan Part and
Unsold Property Portable Mortgage Account. If the acquisition of title to the New Mortgaged Asset by the
191
Borrower takes place prior to the transfer of title to the Old Mortgaged Asset by the Borrower, the purchase
and assignment of the New Ported Mortgage Receivable will be funded by a drawing under the Further
Advance, Additional Loan Part and Unsold Property Portable Mortgage Account and any subsequent
prepayments relating to the old Portable Mortgage Loan will be used as Available Principal Funds.
Provided that the Further Advance Receivables and Additional Loan Part Receivables Purchase Conditions
or the New Ported Mortgage Receivables Purchase Conditions, as the case may be, have been met, the Issuer
Administrator, on behalf of the Issuer, will apply the Available Principal Funds to credit the Further
Advance, Additional Loan Part and Unsold Property Portable Mortgage Account for an amount equal to the
Available Further Advance, Additional Loan Part and Unsold Property Portable Mortgage Deposit Amount.
The Available Further Advance, Additional Loan Part and Unsold Property Portable Mortgage Deposit
Amount will be used by the Issuer (i) to facilitate portability of Mortgage Loans or one or more Loan Parts
comprising such Mortgage Loans (meeneemregeling) pursuant to the Seller’s Mortgage Conditions in case
the transfer of title to the Old Mortgaged Asset by the Borrower takes place after the acquisition of title to
the New Mortgaged Asset by the Borrower, (ii) to purchase and accept assignment of any New Ported
Mortgage Receivable resulting from Additional Loan Part and (iii) to purchase and accept assignment of any
Further Advance Receivables resulting from Further Advances granted by the Seller to a Borrower provided
that the New Ported Mortgage Receivables Purchase Conditions or the Further Advance and Additional Loan
Part Receivables Purchase Conditions, as the case may be, have been met.
The balance of the Available Further Advance, Additional Loan Part and Unsold Property Portable Mortgage
Deposit Amount standing to the credit of the Further Advance, Additional Loan Part and Unsold Property
Portable Mortgage Account will be credited on each Notes Calculation Date to the Issuer Collection Account
and become part of the Available Principal Funds.
Swap Collateral Accounts
The Issuer will maintain with the Swap Collateral Custodian the Swap Collateral Accounts to which any
collateral in the form of cash or securities may be credited by the Swap Counterparty pursuant to the Swap
Agreement.
No withdrawals may be made in respect of the Swap Collateral Accounts or such other account in relation to
securities other than:
(i) to effect the return of Excess Swap Collateral to the Swap Counterparty (which return shall be
effected by the transfer of such Excess Swap Collateral directly to the Swap Counterparty,
outside the Revenue Priority of Payments or, as applicable, the Post-Enforcement and Call
Option Exercise Priority of Payments) including any interest accrued on the Swap Collateral
Accounts which may be paid in accordance with the Swap Agreement; or
(ii) following the termination of the Swap Agreement where an amount is owed by the Swap
Counterparty to the Issuer, the collateral (in case of securities after liquidation or sale thereof)
(other than any Excess Swap Collateral) will form part of the Available Revenue Funds (for
the avoidance of doubt, after any close out netting has taken place) provided that such amount
may be first applied towards, or reserved for, an upfront payment to a replacement swap
counterparty outside the Revenue Priority of Payments until one year after such termination
has occurred.
Rating Account Banks
If at any time the rating of any of the Account Banks falls below the Account Provider Requisite Credit
Rating or any such rating is withdrawn by any of the Credit Rating Agencies, the Issuer will be required
within the Relevant Remedy Period of such reduction or withdrawal of such rating to (a) transfer the balance
192
standing to the credit of the relevant Issuer Accounts or the Swap Collateral Accounts, as applicable, to an
alternative issuer account bank having at least the Account Provider Requisite Credit Rating or (b) to obtain
a third party with at least the Account Provider Requisite Credit Rating to guarantee the obligations of the
relevant Account Bank.
193
5.7 Administration Agreement
Issuer Services
In the Administration Agreement, the Issuer Administrator will agree to provide certain administration,
calculation and cash management services to the Issuer, including:
(a) procuring that all calculations to be made pursuant to the Conditions of the Notes and request (if not
provided) the receipt of the Mortgage Reports provided by the Servicer during the relevant Notes
Calculation Period, the notification from the Reference Agent regarding the Interest Amounts of the
Notes (except for the Class RS Notes) and the determination of Net Swap Payments as provided by
the Swap Counterparty;
(b) subject to receipt of the required information, on each Notes Calculation Date the determination of
the Available Revenue Funds and Available Principal Funds and the calculation of the Priority of
Payments with respect to interest and principal;
(c) subject to receipt of the required information, preparation and procurement of publication of the
Investor Report on each Notes Calculation Date;
(d) subject to receipt of the required information, preparation and procurement of publication of the
Portfolio and Performance Report on a monthly basis;
(e) the application of amounts received by the Issuer on the Issuer Accounts and the Swap Collateral
Accounts in accordance with the applicable Priority of Payments and the Trust Deed;
(f) procuring ensuring that any drawings, payments or replenishments are made by the Issuer from the
Reserve Account in accordance with the Revenue Priority of Payments on each Notes Payment Date;
(g) procuring ensuring that all payments to be made by the Issuer under the Swap Agreement are made
on the Swap Payment Date;
(h) procuring ensuring that all payments to be made by the Issuer to third parties according to the
Revenue Priority of Payments and the Redemption Priority of Payments are made on each Notes
Payment Date;
(i) procuring ensuring that all payments to be made by the Issuer under the Notes are made by the
Paying Agent on each Notes Payment Date;
(j) the maintaining the following ledgers: the Revenue Ledger, the Principal Ledger, the Principal
Deficiency Ledgers, the Interest Deficiency Ledgers, the Reserve Ledgers, the Principal
Reconciliation Ledger and the Interest Reconciliation Ledger;
(k) performing the reporting requirements for the purposes of (i) Article 8b of the CRA Regulation and
the corresponding implementing measures from time to time (including the disclosure and reporting
requirements under articles 3 to 7 of Regulation (EU) No. 2015/3) and (ii) subject to receipt of the
relevant information from the Servicer loan-by-loan information to be posted at the website of the
European DataWarehouse;
(l) operating the Issuer Accounts (including making payments from the Issuer Accounts);
(m) all administrative actions in relation with the above; and
194
(n) submit certain information regarding the Issuer as referred to above to certain governmental
authorities if and when requested.
Termination
The Administration Agreement may be terminated by the Issuer and the Security Trustee, acting jointly, by
giving notice in writing to the Issuer Administrator with effect from a date (not earlier than the date of the
notice) specified in the notice upon the occurrence, or at any time thereafter while such default continues, of
certain termination events, including but not limited to, a failure by the Issuer Administrator to comply with
its obligations (unless remedied within the applicable grace period), dissolution or liquidation of the Issuer
Administrator or the Issuer Administrator being declared bankrupt or granted a suspension of payments. In
addition, the Administration Agreement may be terminated by the Issuer Administrator and by the Issuer
upon the expiry of not less than twelve months’ notice, subject to (i) written approval of the Security Trustee,
which may not be unreasonably withheld, (ii) appointment of a substitute administrator and (iii) Credit
Rating Agency Confirmation and (iv) the Issuer pledging its interest in the agreement with such substitute
administrator in favour of the Security Trustee. A termination of the Administration Agreement by either the
Issuer and the Security Trustee or the Issuer Administrator will only become effective if a substitute
administrator is appointed.
Furthermore, pursuant to the Administration Agreement the Issuer Administrator will from time to time act
as designated reporting entity in respect of the Notes issued by the Issuer, for the purposes of Article 8b of
the CRA Regulation and the corresponding implementing measures (including the disclosure and reporting
requirements under articles 3 to 7 of Regulation (EU) No. 2015/3).
Calculations and reconciliation
The Issuer Administrator will calculate the amounts available to the Issuer on the basis of information
received by it, including but not limited to the Mortgage Reports provided by the Servicer for each Notes
Calculation Period.
If on any Mortgage Report Date no Mortgage Report is delivered to the Issuer Administrator by the Servicer,
as applicable, in accordance with the Servicing Agreement, the Issuer Administrator will use all reasonable
endeavours to make all determinations, necessary, in order for the Issuer Administrator to continue to
perform the Issuer Services, as further set out in the Trust Deed and the Administration Agreement. The
Issuer Administrator will make such determinations until such time it receives from the Servicer or a
substitute servicer the Mortgage Report. Upon receipt by the Issuer Administrator of such Mortgage Report,
the Issuer Administrator will apply the reconciliation calculations as further set out in the Administration
Agreement in respect of payments made as a result of determinations made by the Issuer Administrator
during the period when no Mortgage Report was available and will debit or credit the underpaid or overpaid
amounts to the relevant Reconciliation Ledger, which amounts will be deducted or added to the Available
Revenue Funds or the Available Principal Funds, as applicable.
With respect to the Revenue Priority of Payments, the Issuer Administrator shall only make payments for
items (a) up to and including (cc) and shall make no payments to any item ranking below item (cc) until the
relevant Mortgage Reports are available. The Issuer Administrator shall credit the amounts remaining after
the Revenue Priority of Payments and items (a) up to and including (cc) of the Revenue Priority of Payments
have been paid in full on the Interest Reconciliation Ledger. The Issuer shall calculate the Available
Principal Funds which shall be deposited into the Principal Reconciliation Ledger. The amounts so
calculated and deposited shall be paid on the Notes Payment Date immediately succeeding the receipts of the
Mortgage Report and performance of reconciliation by the Issuer Administrator.
195
Any (i) calculations properly done in accordance with the Trust Deed and in accordance with the
Administration Agreement, and (ii) payments made and payments not made under any of the Notes and
Transaction Documents in accordance with such calculations and (iii) reconciliation calculations and
reconciliation payments made or payments not made as a result of such reconciliation calculations, each in
accordance with the Administration Agreement, shall be deemed to be done, made or not made in
accordance with the provisions of the Transaction Documents and will in themselves not lead to an event of
default or any other default or termination event under any of the Transaction Documents or breach of any
triggers included therein (including but not limited to Assignment Notification Events and Pledge
Notification Events).
MAD Regulations
The Directive 2003/6/EC of 28 January 2003 on insider dealing and market manipulation and the Directive
2014/57/EU of 16 April 2014 on criminal sanctions for insider dealing and market manipulation (together
the Market Abuse Directives), the Regulation 596/2014 of 16 April 2014 on market abuse (the Market
Abuse Regulation) and the Dutch legislation implementing these Directives (the Market Abuse Directives,
Market Abuse Regulation and the Dutch implementing legislation together referred to as the MAD
Regulations) among other things impose on the Issuer the obligations to disclose inside information and to
maintain a list of persons that act on behalf of or for the account of the Issuer and who, on a regular basis,
have access to inside information in respect of the Issuer.
The Issuer Administrator has accepted the tasks of maintaining the list of insiders and to organise the
assessment and disclosure of inside information, if any, on behalf of the Issuer. The Issuer Administrator
shall have the right to consult with the Servicer and any legal counsel, accountant, banker, broker, securities
company or other company other than the Credit Rating Agencies and the Security Trustee in order to
analyse whether the information can considered to be inside information which must be disclosed in
accordance with the MAD Regulations. If disclosure is required, the Issuer Administrator shall procure the
publication of such information in accordance with the MAD Regulations. Notwithstanding the delegation of
compliance with the MAD Regulations to the Issuer Administrator, the Issuer shall ultimately remain legally
responsible and liable for such compliance.
196
5.8 Diagrammatic Overview of On-Going Cash Flows
197
6. PORTFOLIO INFORMATION
6.1 Stratification Tables
Stratification Tables
The numerical information set out below relates to the Pool as of the Cut-Off Date. Therefore not all of the
information set out below in relation to the Pool may necessarily correspond to the details of the Mortgage
Receivables as at the Closing Date. Furthermore, after the Closing Date, the portfolio will change from time
to time as a result of the repayment, prepayment, amendment and repurchase of Mortgage Receivables as
well as the purchase of Further Advance Receivables and New Ported Mortgage Receivables. The Mortgage
Loans have been selected in accordance with the criteria set forth in the Mortgage Receivables Purchase
Agreement.
However, there can be no assurance that any New Ported Mortgage Receivables or Further Advance
Receivables acquired by the Issuer after the Closing Date will have the exact same characteristics as
exhibited by the Pool.
1. Key Characteristics
Principal balance 255,686,048.15
Value of Saving Deposits 0.00
Net principal balance 255,686,048.15
Construction Deposits 1,140,440.75
Net principal balance excl. Construction and Saving Deposits 254,545,607.40
Negative balance 0.00
Net principal balance excl. Construction and Saving Deposits and Negative Balance 254,545,607.40
Number of loans 815
Number of loanparts 1,681
Number of negative loanparts 0.00
Average principal balance 313,725.21
Weighted average current interest rate 2.96%
Weighted average maturity (in years) 29.16
Weighted average remaining time to interest reset (in years) 17.69
Weighted average seasoning (in years) 0.49
Weighted average CLTOMV 99.22%
Weighted average CLTIMV 95.30%
Weighted average CLTIFV 112.12%
Weighted average OLTOMV 100.13%
198
2. Redemption Type
Weighted Weighted Weighted
Net Principal % of Nr of % of Average Average Average
Description Balance Total Loanparts Total Coupon Maturity CLTOMV
Annuity 166,851,914 65.26 1,001 59.55 2.98 29.06 99.28
Interest Only 80,643,017 31.54 613 36.47 2.94 29.42 99.16
Linear 8,191,117 3.20 67 3.99 2.97 28.69 98.60
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
3. Outstanding Loan Amount

From ( > ) Until ( <= ) Balance Total Loans Total Coupon Maturity CLTOMV
1 25,000 0 0.00 0 0.00 0.00 0.00 0.00
25,000 50,000 0 0.00 0 0.00 0.00 0.00 0.00
50,000 75,000 0 0.00 0 0.00 0.00 0.00 0.00
75,000 100,000 0 0.00 0 0.00 0.00 0.00 0.00
100,000 150,000 1,197,457 0.47 10 1.23 2.62 28.43 90.57
150,000 200,000 786,551 0.31 5 0.61 2.67 28.44 90.23
200,000 250,000 21,987,364 8.60 92 11.29 2.90 29.29 97.00
250,000 300,000 95,445,376 37.33 348 42.70 3.01 29.16 99.54
300,000 350,000 53,392,290 20.88 166 20.37 3.01 29.18 99.36
350,000 400,000 35,538,551 13.90 95 11.66 2.93 28.86 99.16
400,000 450,000 23,082,031 9.03 54 6.63 2.90 29.37 99.90
450,000 500,000 9,973,927 3.90 21 2.58 2.94 29.40 100.26
500,000 550,000 4,752,171 1.86 9 1.10 2.86 29.33 98.73
550,000 600,000 2,282,446 0.89 4 0.49 3.16 28.93 99.39
600,000 650,000 3,760,793 1.47 6 0.74 2.75 29.13 99.41
650,000 700,000 2,034,281 0.80 3 0.37 2.87 29.45 100.96
700,000 750,000 1,452,809 0.57 2 0.25 2.47 29.42 100.20
750,000 800,000 0 0.00 0 0.00 0.00 0.00 0.00
800,000 850,000 0 0.00 0 0.00 0.00 0.00 0.00
850,000 900,000 0 0.00 0 0.00 0.00 0.00 0.00
900,000 950,000 0 0.00 0 0.00 0.00 0.00 0.00
950,000 1,000,000 0 0.00 0 0.00 0.00 0.00 0.00
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
Average 313,725
Minimum 107,299
Maximum 739,520
199
4. Origination Year
% of Nr of % of Average Average Average
From ( >= ) Until ( < ) Net Principal Balance Total Loanparts Total Coupon Maturity CLTOMV
2015 2016 1,032,828 0.40 6 0.36 3.14 27.75 90.02
2016 2017 201,183,866 78.68 1,318 78.41 2.99 29.11 99.10
2017 > 53,469,354 20.91 357 21.24 2.85 29.39 99.84
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
Weighted Average 2016

Minimum 2015
Maximum 2017
5. Seasoning
From ( >= ) Until ( < ) Balance Total Loanparts Total Coupon Maturity CLTOMV
0 1 year 254,329,476 99.47 1,671 99.41 2.96 29.17 99.28
1 year 2 years 1,356,572 0.53 10 0.59 3.06 28.04 88.42
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
Weighted Average 0.49

Minimum 0.00
Maximum 1.58
6. Legal Maturity

2015 2020 0 0.00 0 0.00 0.00 0.00 0.00
2020 2025 73,794 0.03 3 0.18 2.46 6.25 95.30
2025 2030 432,479 0.17 7 0.42 2.25 9.76 95.73
2030 2035 640,803 0.25 7 0.42 2.85 15.64 99.15
2035 2040 4,640,381 1.81 44 2.62 2.94 20.62 97.06
2040 2045 5,732,634 2.24 44 2.62 2.94 25.29 98.81
2045 2050 244,165,958 95.49 1,576 93.75 2.97 29.49 99.28
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
Weighted Average 2046

Minimum 2023
Maximum 2047
200
7. Remaining Tenor
5 years 6 years
14,928 0.01 1 0.06 2.28 5.92 100.88
6 years 7 years
58,865 0.02 2 0.12 2.50 6.33 93.89
7 years 8 years
0 0.00 0 0.00 0.00 0.00 0.00
8 years 9 years
160,432 0.06 1 0.06 2.19 8.75 100.37
9 years 10 years
129,622 0.05 4 0.24 2.25 9.73 97.56
10 years 11 years
76,792 0.03 1 0.06 2.34 10.50 86.95
11 years 12 years
65,632 0.03 1 0.06 2.28 11.42 91.05
12 years 13 years
0 0.00 0 0.00 0.00 0.00 0.00
13 years 14 years
0 0.00 0 0.00 0.00 0.00 0.00
14 years 15 years
145,640 0.06 2 0.12 2.74 14.71 95.07
15 years 16 years
408,263 0.16 3 0.18 2.79 15.64 100.42
16 years 17 years
0 0.00 0 0.00 0.00 0.00 0.00
17 years 18 years
153,855 0.06 3 0.18 3.08 17.46 99.89
18 years 19 years
79,951 0.03 2 0.12 2.46 18.62 97.42
19 years 20 years
1,718,958 0.67 14 0.83 3.08 19.49 97.98
20 years 21 years
623,016 0.24 7 0.42 2.71 20.62 91.37
21 years 22 years
1,499,783 0.59 12 0.71 2.90 21.37 97.20
22 years 23 years
788,326 0.31 10 0.59 2.97 22.48 99.86
23 years 24 years
915,424 0.36 8 0.48 3.12 23.50 100.48
24 years 25 years
1,822,258 0.71 13 0.77 2.98 24.37 98.59
25 years 26 years
1,237,831 0.48 9 0.54 2.94 25.74 97.47
26 years 27 years
379,957 0.15 4 0.24 2.16 26.52 95.12
27 years 28 years
1,333,849 0.52 9 0.54 2.96 27.42 100.17
28 years 29 years
1,801,192 0.70 14 0.83 3.00 28.53 94.39
29 years 30 years
235,912,815 92.27 1,523 90.60 2.97 29.49 99.32
30 years >
6,358,658 2.49 38 2.26 2.89 30.00 99.15
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22

Minimum 5.92
Maximum 30.00
8a. Original Loan to Original Foreclosure Value (Non NHG)

70% 80% 400,012 0.16 2 0.25 2.57 27.26 62.61
80% 90% 328,708 0.13 2 0.25 2.83 29.11 73.87
90% 100% 1,073,454 0.42 5 0.61 2.76 29.07 84.05
100% 110% 9,109,735 3.56 31 3.80 2.90 28.56 90.19
110% 120% 237,457,334 92.87 752 92.27 2.96 29.19 99.65
120% 130% 7,316,804 2.86 23 2.82 3.12 29.11 101.96
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
201
Minimum
70.04
Maximum
123.45
9a. Current Loan to Original Foreclosure Value (Non NHG)

70% 80% 400,012 0.16 2 0.25 2.57 27.26 62.61
80% 90% 328,708 0.13 2 0.25 2.83 29.11 73.87
90% 100% 782,225 0.31 4 0.49 2.77 29.41 79.77
100% 110% 14,903,592 5.83 50 6.13 2.88 28.66 90.86
110% 120% 235,017,680 91.92 744 91.29 2.97 29.20 99.84
120% 130% 4,253,832 1.66 13 1.60 2.99 29.14 103.41
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22

Minimum 70.02
Maximum 122.43
10a. Current Loan to Indexed Foreclosure Value (Non NHG)

70% 80% 400,012 0.16 2 0.25 2.57 27.26 62.61
80% 90% 1,010,019 0.40 5 0.61 2.87 29.04 79.22
90% 100% 3,421,531 1.34 12 1.47 2.89 28.06 87.68
100% 110% 60,081,292 23.50 198 24.29 2.97 29.03 96.52
110% 120% 190,284,432 74.42 597 73.25 2.97 29.23 100.46
120% 130% 488,762 0.19 1 0.12 2.89 29.92 101.61
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22

Minimum 70.02
Maximum 120.31
202
11a. Original Loan to Original Market Value (Non NHG)
50% 60% 166,643 0.07 1 0.12 1.68 29.92 59.52
60% 70% 233,370 0.09 1 0.12 3.21 25.37 64.82
70% 80% 572,672 0.22 4 0.49 2.78 29.32 75.66
80% 90% 3,337,132 1.31 11 1.35 2.76 28.82 87.46
90% 100% 72,558,123 28.38 235 28.83 2.93 29.11 96.52
100% 110% 178,818,109 69.94 563 69.08 2.98 29.19 100.69
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22

Minimum 59.54
Maximum 104.93
12a. Current Loan to Original Market Value (Non NHG)

50% 60% 166,643 0.07 1 0.12 1.68 29.92 59.52
60% 70% 233,370 0.09 1 0.12 3.21 25.37 64.82
70% 80% 819,567 0.32 5 0.61 2.91 29.35 76.29
80% 90% 4,816,147 1.88 16 1.96 2.86 28.23 87.73
90% 100% 95,877,958 37.50 311 38.16 2.95 29.08 97.20
100% 110% 153,772,364 60.14 481 59.02 2.98 29.25 101.06
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22

Minimum 59.52
Maximum 105.86
13a. Current Loan to Indexed Market Value (Non NHG)

50% 60% 166,643 0.07 1 0.12 1.68 29.92 59.52
60% 70% 350,509 0.14 2 0.25 2.87 26.58 67.63
70% 80% 1,312,878 0.51 6 0.74 2.85 29.16 80.45
80% 90% 21,878,068 8.56 71 8.71 2.92 28.74 92.76
90% 100% 217,117,827 84.92 691 84.79 2.97 29.17 99.90
100% 110% 14,860,124 5.81 44 5.40 2.97 29.70 101.60
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22

Minimum 59.52
Maximum 102.27
203
14. Loanpart Coupon (interest rate bucket)
From ( > ) Until ( <= ) Net Principal Balance Total Loanparts Total Coupon Maturity CLTOMV
1.5% 2.0% 166,643 0.07 2 0.12 1.68 29.92 59.52
2.0% 2.5% 35,400,659 13.85 243 14.46 2.32 29.05 98.98
2.5% 3.0% 73,866,551 28.89 478 28.44 2.79 29.15 99.35
3.0% 3.5% 143,200,620 56.01 939 55.86 3.20 29.20 99.23
3.5% 4.0% 3,051,575 1.19 19 1.13 3.65 29.18 100.32
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22

Minimum 1.68
Maximum 3.89
15a. Remaining Interest Rate Fixed Period

Floating 277,994 0.11 4 0.24 2.53 29.38 99.47
< 12 months 1,832,736 0.72 15 0.89 2.14 29.47 93.05
12 months 24 months 0 0.00 0 0.00 0.00 0.00 0.00
24 months 36 months 19,668 0.01 1 0.06 2.63 29.25 98.89
36 months 48 months 0 0.00 0 0.00 0.00 0.00 0.00
48 months 60 months 968,589 0.38 9 0.54 2.29 25.66 100.42
60 months 72 months 0 0.00 0 0.00 0.00 0.00 0.00
72 months 84 months 58,865 0.02 2 0.12 2.50 6.33 93.89
84 months 96 months 16,000 0.01 1 0.06 2.22 30.00 96.86

108
96 months 268,966 0.11 1 0.06 3.03 28.42 104.73
months
120
108 months 61,992,262 24.25 392 23.32 2.48 29.08 99.13
months
132
120 months 1,124,523 0.44 9 0.54 2.31 30.00 99.23
months
144
132 months 0 0.00 0 0.00 0.00 0.00 0.00
months
156
144 months 0 0.00 0 0.00 0.00 0.00 0.00
months
168
156 months 306,584 0.12 2 0.12 2.84 28.50 86.24
months
180
168 months 12,111,852 4.74 87 5.18 2.96 28.65 98.86
months
192
180 months 26,200 0.01 1 0.06 2.93 30.00 64.82
months
204
192 months 0 0.00 0 0.00 0.00 0.00 0.00
months
216
204 months 0 0.00 0 0.00 0.00 0.00 0.00
months
228
216 months 683,684 0.27 7 0.42 3.32 27.25 85.90
months
240
228 months 143,017,799 55.93 949 56.45 3.11 29.17 99.41
months
252
240 months 4,045,567 1.58 22 1.31 2.91 29.96 99.10
months
264
252 months 0 0.00 0 0.00 0.00 0.00 0.00
months
276
264 months 0 0.00 0 0.00 0.00 0.00 0.00
months
288
276 months 0 0.00 0 0.00 0.00 0.00 0.00
months
300
288 months 0 0.00 0 0.00 0.00 0.00 0.00
months
312
300 months 0 0.00 0 0.00 0.00 0.00 0.00
months
324
312 months 0 0.00 0 0.00 0.00 0.00 0.00
months
336
324 months 0 0.00 0 0.00 0.00 0.00 0.00
months
204
348
336 months 0 0.00 0 0.00 0.00 0.00 0.00
months
360
348 months 27,638,491 10.81 173 10.29 3.38 29.56 99.39
months
360 months > 1,296,268 0.51 6 0.36 3.32 30.00 100.27
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22

Minimum 0.00
Maximum 360.00
* Summary stats only for Fixed rate Loans
15b. Original Fixed Interest Rate Period

Floating 277,994 0.11 4 0.24 2.53 29.38 99.47
< 12 months 0 0.00 0 0.00 0.00 0.00 0.00
12 months 12 months 24 months 1,832,736 0.72 15 0.89 2.14 29.47 93.05
24 months 24 months 36 months 0 0.00 0 0.00 0.00 0.00 0.00
36 months 36 months 48 months 19,668 0.01 1 0.06 2.63 29.25 98.89

108
108 months 120 months 0 0.00 0 0.00 0.00 0.00 0.00
months
120
120 months 132 months 63,426,521 24.81 403 23.97 2.48 29.08 99.15
months
132
132 months 144 months 0 0.00 0 0.00 0.00 0.00 0.00
months
144
144 months 156 months 0 0.00 0 0.00 0.00 0.00 0.00
months
156
156 months 168 months 0 0.00 0 0.00 0.00 0.00 0.00
months
168
168 months 180 months 0 0.00 0 0.00 0.00 0.00 0.00
months
180
180 months 192 months 12,444,636 4.87 90 5.35 2.96 28.65 98.48
months
192
192 months 204 months 0 0.00 0 0.00 0.00 0.00 0.00
months
204
204 months 216 months 0 0.00 0 0.00 0.00 0.00 0.00
months
216
216 months 228 months 0 0.00 0 0.00 0.00 0.00 0.00
months
228
228 months 240 months 0 0.00 0 0.00 0.00 0.00 0.00
months
240
240 months 252 months 147,747,050 57.78 978 58.18 3.11 29.18 99.34
months
252
252 months 264 months 0 0.00 0 0.00 0.00 0.00 0.00
months
264
264 months 276 months 0 0.00 0 0.00 0.00 0.00 0.00
months
276
276 months 288 months 0 0.00 0 0.00 0.00 0.00 0.00
months
288
288 months 300 months 0 0.00 0 0.00 0.00 0.00 0.00
months
300
300 months 312 months 0 0.00 0 0.00 0.00 0.00 0.00
months
312
312 months 324 months 0 0.00 0 0.00 0.00 0.00 0.00
months
324
324 months 336 months 0 0.00 0 0.00 0.00 0.00 0.00
months
336
336 months 348 months 0 0.00 0 0.00 0.00 0.00 0.00
months
348
348 months 360 months 0 0.00 0 0.00 0.00 0.00 0.00
months
360
360 months > 28,934,759 11.32 179 10.65 3.38 29.58 99.43
months
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
205
Minimum 12.00
Maximum 360.00
* Summary stats only for Fixed rate Loans
16. Interest Payment Type

Fixed 255,408,054 99.89 1,677 99.76 2.97 29.16 99.22
Floating 277,994 0.11 4 0.24 2.53 29.38 99.47
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
17. Property Description

Property Net Principal Balance Total Loans Total Coupon Maturity CLTOMV
House 238,439,282 93.25 757 92.88 2.98 29.16 99.24
Appartment 14,853,761 5.81 53 6.50 2.75 29.29 99.04
Other * 2,393,005 0.94 5 0.61 2.70 28.73 98.07
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
* Includes 'Farm' and 'House with commercial space'
18. Geographical Distribution (by province)

Province Net Principal Balance Total Loans Total Coupon Maturity CLTOMV
Drenthe 6,314,432 2.47 20 2.45 2.90 29.00 99.60
Flevoland 5,619,682 2.20 18 2.21 3.07 29.20 99.53
Friesland 5,945,491 2.33 21 2.58 2.79 29.34 98.90
Gelderland 29,663,751 11.60 94 11.53 2.98 29.25 99.36
Groningen 3,229,674 1.26 11 1.35 2.90 28.48 99.52
Limburg 12,465,224 4.88 39 4.79 3.05 29.01 98.65
Noord-Brabant 38,921,416 15.22 122 14.97 3.01 29.09 99.19
Noord-Holland 49,739,333 19.45 151 18.53 2.91 29.19 99.19
Overijssel 17,449,381 6.82 59 7.24 2.96 29.23 99.02
Utrecht 20,985,754 8.21 68 8.34 2.91 29.27 99.47
Zeeland 4,814,732 1.88 15 1.84 3.05 29.57 98.34
Zuid-Holland 60,537,179 23.68 197 24.17 2.98 29.12 99.30
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
206
19. Geographical Distribution (by economic region)
Net Weighted Weighted Weighted
Principal % of Nr of % of Average Average Average
Economic region Balance Total Loans Total Coupon Maturity CLTOMV
NL111 - Oost-Groningen 973,303 0.38 3 0.37 2.45 29.57 98.34
NL113 - Overig Groningen 2,256,371 0.88 8 0.98 3.09 28.02 100.03
NL121 - Noord-Friesland 3,056,578 1.20 11 1.35 2.83 29.10 97.86
NL122 - Zuidwest-Friesland 1,134,394 0.44 4 0.49 2.89 29.59 99.39
NL123 - Zuidoost-Friesland 1,754,519 0.69 6 0.74 2.65 29.59 100.39
NL131 - Noord-Drenthe 2,787,378 1.09 9 1.10 2.77 29.40 100.04
NL132 - Zuidoost-Drenthe 1,480,583 0.58 5 0.61 3.19 28.72 100.18
NL133 - Zuidwest-Drenthe 2,046,471 0.80 6 0.74 2.85 28.67 98.58
NL211 - Noord-Overijssel 9,114,646 3.56 29 3.56 2.94 29.10 99.13
NL212 - Zuidwest-Overijssel 1,095,613 0.43 4 0.49 2.94 29.72 99.81
NL213 - Twente 7,239,123 2.83 26 3.19 3.00 29.32 98.76
NL221 - Veluwe 12,277,247 4.80 38 4.66 2.85 29.21 99.40
NL224 - Zuidwest-Gelderland 5,360,858 2.10 17 2.09 3.07 29.48 99.36
NL225 - Achterhoek 3,944,263 1.54 12 1.47 3.03 29.50 97.93
NL226 - Arnhem/Nijmegen 8,378,331 3.28 28 3.44 3.11 29.05 99.63
NL230 - Flevoland 5,619,682 2.20 18 2.21 3.07 29.20 99.53
NL310 - Utrecht 20,688,805 8.09 67 8.22 2.91 29.26 99.62
NL321 - Kop van Noord-Holland 10,678,770 4.18 35 4.29 3.09 28.97 98.83
NL322 - Alkmaar en omgeving 5,530,070 2.16 17 2.09 3.05 29.32 99.93
NL323 - IJmond 3,090,812 1.21 9 1.10 2.98 28.83 100.54
NL324 - Agglomeratie Haarlem 3,918,739 1.53 12 1.47 2.91 29.21 99.81
NL325 - Zaanstreek 2,365,093 0.92 8 0.98 3.20 28.83 98.61
NL326 - Groot-Amsterdam 19,818,866 7.75 59 7.24 2.74 29.34 98.70
NL327 - Het Gooi en Vechtstreek 4,336,983 1.70 11 1.35 2.90 29.36 100.14
NL331 - Agglomeratie Leiden en Bollenstreek 6,947,280 2.72 21 2.58 2.84 28.99 98.76
NL332 - Agglomeratie 's-Gravenhage 9,530,400 3.73 31 3.80 2.98 28.83 100.43
NL333 - Delft en Westland 4,665,712 1.82 15 1.84 3.04 29.13 100.41
NL334 - Oost-Zuid-Holland 5,115,133 2.00 18 2.21 2.91 29.12 97.58
NL335 - Groot-Rijnmond 27,086,758 10.59 88 10.80 3.00 29.15 98.99
NL336 - Zuidoost-Zuid-Holland 7,191,895 2.81 24 2.94 3.08 29.46 99.98
NL341 - Zeeuwsch-Vlaanderen 1,356,728 0.53 5 0.61 3.12 29.51 97.49
NL342 - Overig Zeeland 3,458,004 1.35 10 1.23 3.02 29.59 98.68
NL411 - West-Noord-Brabant 10,090,007 3.95 32 3.93 3.10 28.83 98.46
NL412 - Midden-Noord-Brabant 8,290,668 3.24 27 3.31 2.99 29.27 100.06
NL413 - Noordoost-Noord-Brabant 7,345,454 2.87 24 2.94 2.95 29.43 100.11
NL414 - Zuidoost-Noord-Brabant 13,195,287 5.16 39 4.79 3.00 28.99 98.70
NL421 - Noord-Limburg 2,261,494 0.88 7 0.86 3.24 28.53 100.23
NL422 - Midden-Limburg 3,126,394 1.22 10 1.23 3.12 29.50 98.90
NL423 - Zuid-Limburg 7,077,335 2.77 22 2.70 2.96 28.94 98.03

255,686,04
Total 100.00 815 100.00 2.96 29.16 99.22
8
207
20. Construction Deposits (as percentage of net principal outstanding amount)
< 0% 220,748,338 86.34 710 87.12 2.97 29.14 99.15
0% 10% 33,212,134 12.99 100 12.27 2.94 29.34 99.90
10% 20% 1,725,576 0.67 5 0.61 2.80 28.82 95.47
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
Average 0.46
Minimum 0.00
Maximum 11.97
21. Occupancy
Description Net Principal Balance Total Loanparts Total Coupon Maturity CLTOMV
Owner Occupied 255,686,048 100.00 815 100.00 2.96 29.16 99.22
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
22. Employment Status Borrower

Province Net Principal Balance Total Loans Total Coupon Maturity CLTOMV
Employed 250,343,784 97.91 796 97.67 2.97 29.16 99.26
Other * 4,287,148 1.68 16 1.96 3.00 29.08 99.48
Self Employed 1,055,117 0.41 3 0.37 2.58 29.74 89.19
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
* Includes 'Temporary', 'Pension' and 'Other' (where 'Other' includes benefit and insurance payment recipients only)
23. Loan to Income *

0.5 1.0 241,964 0.09 1 0.12 2.33 29.50 98.76
1.0 1.5 115,332 0.05 1 0.12 2.38 29.33 78.19
1.5 2.0 1,024,835 0.40 4 0.49 2.68 26.53 93.08
2.0 2.5 3,516,868 1.38 14 1.72 2.81 28.53 95.43
2.5 3.0 13,344,793 5.22 45 5.52 2.99 28.58 98.39
3.0 3.5 33,400,827 13.06 112 13.74 2.99 28.81 99.30
3.5 4.0 62,334,431 24.38 211 25.89 2.97 29.01 99.37
4.0 4.5 95,327,312 37.28 308 37.79 2.99 29.39 99.36
4.5 5.0 38,566,889 15.08 103 12.64 2.93 29.41 99.51
5.0 5.5 7,812,800 3.06 16 1.96 2.81 29.44 98.78
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
* Total loan balance divided by total annual borrower income
208
Minimum 0.77
Maximum 5.38
24. Debt Service to Income *

< 5% 523,939 0.20 3 0.37 2.13 29.60 81.75
5% 10% 2,978,410 1.16 11 1.35 2.57 29.61 97.31
10% 15% 40,059,129 15.67 130 15.95 2.76 29.08 98.74
15% 20% 147,173,751 57.56 471 57.79 2.99 29.12 99.46
20% 25% 62,013,122 24.25 192 23.56 3.06 29.28 99.22
25% 30% 2,937,698 1.15 8 0.98 3.04 29.45 99.03
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
* Next monthly payment divided by monthly income
Minimum 3.57
Maximum 29.26
25. Loanpart Payment Frequency

Monthly 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
26. Guarantee Type (NHG / Non NHG)

Description Balance Total Loans Total Coupon Maturity CLTOMV
Non NHG Loans 255,686,048 100.00 815 100.00 2.96 29.16 99.22
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
27. Originator
Originator Balance Total Loanparts Total Coupon Maturity CLTOMV
Elan B.V. 255,686,048 100.00 815 100.00 2.96 29.16 99.22
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
28. Servicer

Servicer Balance Total Loanparts Total Coupon Maturity CLTOMV
Quion 255,686,048 100.00 815 100.00 2.96 29.16 99.22
Total 255,686,048 100.00 815 100.00 2.96 29.16 99.22
209
Portability
Portability Balance Total Loanparts Total Coupon Maturity CLTOMV
Portable 216,988,963 84.87 1,414 84.12 2.96 29.15 99.25
Not Portable 38,697,086 15.13 267 15.88 2.98 29.21 99.02
Total 255,686,048 100.00 1,681 100.00 2.96 29.16 99.22
210
Historical arrears (defined as number of days borrower mortgage loan payment is past due) in total portfolio (both securitised and non-securitised) originated by
Elan Woninghypotheken B.V. since June 2015 by Total Outstanding Balance
D at e Out st and ing B alance Per f o r ming B alance 0 - 3 0 D ays in A r r ear s 3 0 - 6 0 D ays in A r r ear s 6 0 - 9 0 D ays in A r r ear s 9 0 - 12 0 D ays in A r r ear s 12 0 + D ays in A r r ear s T o t al b alance in A r r ear s
31-Jul-15 364,250 364,250 0 0 0 0 0 0
31-Aug-15 6,760,561 6,760,561 0 0 0 0 0 0
30-Sep-15 26,508,511 26,508,511 0 0 0 0 0 0
31-Oct-15 62,842,096 62,842,096 0 0 0 0 0 0
30-Nov-15 101,650,422 101,650,422 0 0 0 0 0 0
31-Dec-15 147,383,284 147,383,284 0 0 0 0 0 0
31-Jan-16 176,461,734 176,461,734 0 0 0 0 0 0
29-Feb-16 209,809,432 209,809,432 0 0 0 0 0 0
31-M ar-16 238,919,405 238,919,405 0 0 0 0 0 0
30-Apr-16 261,982,732 261,721,153 261,579 0 0 0 0 261,579
31-M ay-16 280,097,064 280,097,064 0 0 0 0 0 0
30-Jun-16 294,469,511 294,469,511 0 0 0 0 0 0
31-Jul-16 319,717,367 319,717,367 0 0 0 0 0 0
31-Aug-16 342,961,205 342,961,205 0 0 0 0 0 0
30-Sep-16 375,799,968 375,799,968 0 0 0 0 0 0
31-Oct-16 413,208,907 413,208,907 0 0 0 0 0 0
30-Nov-16 442,412,930 442,412,930 0 0 0 0 0 0
31-Dec-16 469,201,508 468,891,191 310,317 0 0 0 0 310,317
31-Jan-17 487,637,312 487,327,356 309,955 0 0 0 0 309,955
28-Feb-17 499,398,047 499,398,047 0 0 0 0 0 0
31-M ar-17 511,839,587 511,839,587 0 0 0 0 0 0
30-Apr-17 526,706,377 526,116,974 589,403 0 0 0 0 589,403
211
D at e Per f o r ming B alance 0 - 3 0 D ays in A r r ear s 3 0 - 6 0 D ays in A r r ear s 6 0 - 9 0 D ays in A r r ear s 9 0 - 12 0 D ays in A r r ear s 12 0 + D ays in A r r ear s T o t al b alance in A r r ear s
31-Jul-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Aug-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Sep-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Oct-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Nov-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Dec-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Jan-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
29-Feb-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-M ar-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Apr-16 99.90% 0.10% 0.00% 0.00% 0.00% 0.00% 0.10%
31-M ay-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Jun-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Jul-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Aug-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Sep-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Oct-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Nov-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Dec-16 99.93% 0.07% 0.00% 0.00% 0.00% 0.00% 0.07%
31-Jan-17 99.94% 0.06% 0.00% 0.00% 0.00% 0.00% 0.06%
28-Feb-17 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-M ar-17 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Apr-17 99.89% 0.11% 0.00% 0.00% 0.00% 0.00% 0.11%
212
Historical arrears (defined as number of days borrower mortgage loan payment is past due) in total portfolio (both securitised and non-securitised) originated by
Elan Woninghypotheken B.V. since June 2015 by Number of Loans
D at e Out st and ing B alance Per f o r ming B alance 0 - 3 0 D ays in A r r ear s 3 0 - 6 0 D ays in A r r ear s 6 0 - 9 0 D ays in A r r ear s 9 0 - 12 0 D ays in A r r ear s 12 0 + D ays in A r r ear s T o t al b alance in A r r ear s
31-Jul-15 1 1 0 0 0 0 0 0
31-Aug-15 24 24 0 0 0 0 0 0
30-Sep-15 83 83 0 0 0 0 0 0
31-Oct-15 194 194 0 0 0 0 0 0
30-Nov-15 319 319 0 0 0 0 0 0
31-Dec-15 468 468 0 0 0 0 0 0
31-Jan-16 561 561 0 0 0 0 0 0
29-Feb-16 668 668 0 0 0 0 0 0
31-M ar-16 759 759 0 0 0 0 0 0
30-Apr-16 836 835 1 0 0 0 0 1
31-M ay-16 894 894 0 0 0 0 0 0
30-Jun-16 944 944 0 0 0 0 0 0
31-Jul-16 1,025 1,025 0 0 0 0 0 0
31-Aug-16 1,102 1,102 0 0 0 0 0 0
30-Sep-16 1,204 1,204 0 0 0 0 0 0
31-Oct-16 1,318 1,318 0 0 0 0 0 0
30-Nov-16 1,414 1,414 0 0 0 0 0 0
31-Dec-16 1,502 1,501 1 0 0 0 0 1
31-Jan-17 1,565 1,564 1 0 0 0 0 1
28-Feb-17 1,605 1,605 0 0 0 0 0 0
31-M ar-17 1,644 1,644 0 0 0 0 0 0
30-Apr-17 1,693 1,691 2 0 0 0 0 2
213
D at e Per f o r ming B alance 0 - 3 0 D ays in A r r ear s 3 0 - 6 0 D ays in A r r ear s 6 0 - 9 0 D ays in A r r ear s 9 0 - 12 0 D ays in A r r ear s 12 0 + D ays in A r r ear s T o t al b alance in A r r ear s
31-Jul-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Aug-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Sep-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Oct-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Nov-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Dec-15 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Jan-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
29-Feb-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-M ar-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Apr-16 99.88% 0.12% 0.00% 0.00% 0.00% 0.00% 0.12%
31-M ay-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Jun-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Jul-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Aug-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Sep-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Oct-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Nov-16 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-Dec-16 99.93% 0.07% 0.00% 0.00% 0.00% 0.00% 0.07%
31-Jan-17 99.94% 0.06% 0.00% 0.00% 0.00% 0.00% 0.06%
28-Feb-17 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
31-M ar-17 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
30-Apr-17 99.88% 0.12% 0.00% 0.00% 0.00% 0.00% 0.12%
214
Weighted average life
The weighted average lives of the Notes will be influenced by, among other things, the actual rates of
repayment and prepayment of the Mortgage Loans. The weighted average lives of the Notes cannot be
stated, as the actual rates of repayment and prepayment of the Mortgage Loans and a number of other
relevant factors are unknown.
However, calculations of the possible weighted average lives of the Notes can be made based on certain
assumptions. The model used for the Mortgage Loans represents an assumed CPR de-annualized for each
month relative to the then principal balance of a pool of mortgage loans outstanding at the beginning of such
month. CPR does not purport to be either a historical description of the prepayment experience of any pool
of mortgage loans or a prediction of the expected rate of prepayment of any mortgage loans, including the
Mortgage Loans.
The following table was prepared based on the characteristics of the Mortgage Loans and the following
additional assumptions:
(a) the Majority RS Noteholder exercises the Portfolio Call Option or the Remarketing Call Option
redeeming the Floating Rate Notes on the First Optional Redemption Date, in the first scenario
described in the tables or the Majority RS Noteholder does not exercise the Portfolio Call Option or
the Remarketing Call Option in the second scenario described in the tables;
(b) the Mortgage Loans are subject to a CPR of between 0 per cent. and 15 per cent. per annum as
shown in the following tables;
(c) there is no redemption of the Notes for tax reasons;
(d) the Mortgage Loans continue to be fully performing and there are no arrears or foreclosures, i.e. no
Realised Losses;
(e) no Mortgage Receivable is sold by the Issuer;
(f) there is no debit balance on the Principal Deficiency Ledger on any Notes Payment Date;
(g) the Seller is not in breach of the terms of the Mortgage Receivables Purchase Agreement;
(h) no Mortgage Receivable is required to be repurchased by the Seller;
(i) the Further Advance, Additional Loan Part and Unsold Property Portable Mortgage Account is fully
replenished on an ongoing basis, but no New Ported Mortgage Receivables or Further Advance
Receivables are purchased;
(j) Linear Mortgage Receivables have been modelled according to an annuity redemption profile;
(k) at the Closing Date, the Class A Notes represent approximately 91.5% of the Floating Rate Notes;
(l) at the Closing Date, the Class B Notes represent approximately 1.5% of the Floating Rate Notes;
(m) at the Closing Date, the Class C Notes represent approximately 3.0% of the Floating Rate Notes;
(n) at the Closing Date, the Class D Notes represent approximately 1.0% of the Floating Rate Notes;
215
(o) at the Closing Date, the Class E Notes represent approximately 1.0% of the Floating Rate Notes;
(p) at the Closing Date, the Class F Notes represent approximately 2.0% of the Floating Rate Notes;
(q) at the Closing Date, the Class RS Notes are issued with a Principal Amount of EUR 40,000,000;
(r) the Notes are issued on the Closing Date and all payments on the Notes are received on the 28th day
of January, April, July and October commencing from October 2017;
(s) Euribor remains constant at 0.0%;
(t) the Swap Fixed Rate remains constant at 1.0877%;
(u) the Final Maturity Date of the Notes is the Notes Payment Date falling in October 2055;
(v) the weighted average lives have been calculated on an actual/360 basis;
(w) the weighted average lives have been modelled on the Outstanding Principal Amount of the
Mortgage Loans including any Construction Deposits (i.e. it is assumed that the Construction
Deposits are drawn on Cut-Off Date);
(x) Mortgage Loans which are repaid in full are assumed to be repaid on the last day of the Mortgage
Calculation Period;
(y) the Notes will be redeemed in accordance with the Conditions;
(z) no Security has been enforced;
(aa) the assets of the Issuer are not sold by the Security Trustee except as may be necessary to enable the
Class RS Noteholders to realise sufficient funds to exercise its option to redeem the Floating Rate
Notes;
(bb) no Enforcement Notice has been served and no Event of Default has occurred;
(cc) no Mortgage Loan has or will be in breach of any Mortgage Loan Criterion; and
(dd) the Pool of Mortgage Loans (described above) as of the Cut-Off Date will be purchased by the Issuer
on the Closing Date.
The actual characteristics and performance of the Mortgage Loans are likely to differ from the assumptions.
The following table is hypothetical in nature and are provided only to give a general sense of how the
principal cash flows might behave under varying prepayment scenarios. For example, it is not expected that
the Mortgage Loans will prepay at a constant rate until maturity, that all of the Mortgage Loans will prepay
at the same rate or that there will be no defaults or delinquencies on the Mortgage Loans. Moreover, the
diverse remaining terms to maturity and mortgage rates of the Mortgage Loans could produce slower or
faster principal distributions than indicated in the tables at the various percentages of CPR specified. Any
difference between such assumptions and the actual characteristics and performance of the Mortgage Loans,
or actual prepayment or loss experience, will affect the percentage of the initial amount outstanding of the
Notes which are outstanding over time and cause the weighted average lives of the Notes to differ (which
difference could be material) from the corresponding information in the tables for each indicated percentage
CPR.
216
Weighted Average Life
Assuming Assuming no Assuming Call Assuming no Assuming Call Assuming no Assuming Call
Call on First Call on First on First Call on First on First Call on First on First
Optional Optional Optional Optional Optional Optional Optional
Redemption Redemption Redemption Redemption Redemption Redemption Redemption
Date Date Date Date Date Date Date
Possible Possible Possible Possible Possible Possible Possible

Average Life Average Life Average Life of Average Life of Average Life of Average Life of Average Life of
of the Class A of the Class A the Class B the Class B the Class C the Class C the Class D
CPR Notes (years) Notes (years) Notes (years) Notes (years) Notes (years) Notes (years) Notes (years)
0% 5.0 19.9 5.2 29.8 5.2 29.8 5.2
2.5% 4.6 14.0 5.2 29.5 5.2 29.7 5.2
5% 4.3 10.1 5.2 28.3 5.2 29.2 5.2
10% 3.6 6.0 5.2 19.0 5.2 20.5 5.2
15% 3.1 4.1 5.2 13.4 5.2 14.6 5.2
Assuming no Assuming Call Assuming no Assuming Call Assuming no Assuming Call Assuming no
Call on First on First Call on First on First Call on First on First Call on First
Optional Optional Optional Optional Optional Optional Optional
Redemption Redemption Redemption Redemption Redemption Redemption Redemption
Date Date Date Date Date Date Date
Possible Possible Possible Possible Possible Possible Possible

Average Life of Average Life of Average Life of Average Life of Average Life of Average Life of Average Life of
the Class D the Class E the Class E the Class F the Class F the Class RS the Class RS
CPR Notes (years) Notes (years) Notes (years) Notes (years) Notes (years) Notes (years) Notes (years)
0% 30.0 5.2 30.1 5.2 30.1 3.1 11.4
2.5% 29.8 5.2 29.8 5.2 29.9 3.0 9.9
5% 29.5 5.2 29.5 5.2 29.7 3.0 9.3
10% 22.7 5.2 24.2 5.2 27.6 3.0 7.9
15% 16.3 5.2 17.5 5.2 20.6 2.9 7.0
217
6.2 Description of Mortgage Loans
The Mortgage Loans (or in case of Mortgage Loans consisting of more than one Loan Part (leningdelen), the
aggregate of such Loan Parts) are secured by a first-ranking or, as the case may be, a first and sequentially
lower ranking, mortgage right, evidenced by notarial mortgage deeds. The mortgage rights secure the
relevant Mortgage Loans and are vested over property situated in the Netherlands. The Mortgage Loans and
the mortgage rights securing the liabilities arising from them are governed by Dutch law. The Mortgage
Loans may have a floating rate of interest or a fixed rate of interest. If any Mortgage Loan has a fixed rate of
interest, the terms and conditions of that Mortgage Loan provide that the interest rate applicable to that
Mortgage Loan shall be reset from time to time. For the purpose of any reset, the Borrower will be offered a
new interest rate in respect of its Mortgage Loan in accordance with the interest rate reset procedure more
particularly described in Section 7.5 (Interest rate reset in respect of Mortgage Receivables) of this
Prospectus. The Mortgage Loans have characteristics that demonstrate the capacity to produce funds to
service any payments due and payable under the Floating Rate Notes.
Mortgage Loan Types
The Mortgage Loans (or any Loan Parts comprising a Mortgage Loan) may consist of any of the following
types of redemption:
(a) Linear Mortgage Loans (lineaire hypotheken);
(b) Annuity Mortgage Loans (annuïteitenhypotheken);
(c) Interest-only Mortgage Loans (aflossingsvrije hypotheken); and
(d) Mortgage Loans which combine any of the above mentioned types of mortgage loans.
Mortgage Loan Type Description
Linear Mortgage Loans: A portion of the Mortgage Loans (or parts thereof) will be in the form of
Linear Mortgage Loans. Under a Linear Mortgage Loan, the Borrower
redeems a fixed amount on each installment, such that at maturity the
entire loan will be redeemed. The Borrower’s payment obligation
decreases with each payment as interest owed under such Mortgage Loan
declines over time.
Annuity Mortgage Loans: A portion of the Mortgage Loans (or parts thereof) will be in the form of
Annuity Mortgage Loans. Under an Annuity Mortgage Loan, the Borrower
pays a constant total monthly payment, made up of an initially high and
subsequently decreasing interest portion and an initially low and
subsequently increasing principal portion, and calculated in such a manner
that such Mortgage Loan will be fully redeemed at the end of its term.
Interest-only Mortgage A portion of the Mortgage Loans (or parts thereof) will be in the form of
Loans: Interest-only Mortgage Loans. Under an Interest-only Mortgage Loan, the
Borrower is not obliged to pay principal towards redemption of the
relevant Mortgage Loan. Interest is payable monthly and is calculated on
the Outstanding Principal Amount of the Mortgage Loan (or relevant part
thereof). Interest-only Mortgage Loans may have been granted up to an
amount equal to 50 per cent. of the Market Value of the Mortgaged Asset
at origination.
218
Other features of the Mortgage Loans
Construction Deposits
The Mortgage Loans (including Further Advances and New Ported Mortgage Loans (including any
Additional Loan Parts, if applicable) may have associated Construction Deposits, whereby part of the
Mortgage Loan is withheld by the Seller and will only be disbursed by the Seller at a later date, subject to
satisfaction of certain conditions, so that the Borrower can apply the proceeds towards construction of, or
improvements to, the Mortgaged Asset relating to the Mortgage Loan. A disbursement from the Construction
Deposit will only be made against delivery of invoices and other relevant documentation satisfactory to the
Seller. The Seller will disburse the Construction Deposit to the relevant Borrower within nine months. The
period in which the Construction Deposit may be drawn by a Borrower may be extended by agreement
between the Borrower and the Seller beyond the prescribed nine month period, for a period of six months,
but only in limited circumstances, including among other things, delays to construction due to adverse
weather conditions, for medical reasons, limited capacity of the construction company and delays in
obtaining building permits. A Borrower will receive interest in respect of the Construction Deposit during
the initial nine month period. However, during any period of extension, the Borrower will not receive any
interest in respect of the Construction Deposit.
After the agreed term for disbursement of the Construction Deposit has expired the amount of the
Construction Deposit shall be set-off against the outstanding principal and interest due on the Mortgage
Loan, and the Outstanding Principal Amount of the Mortgage Loan shall be reduced accordingly.
Further Advances
A Borrower may ask the Seller to grant a Further Advance, which is a loan to be made to a Borrower under a
Mortgage Loan, which is secured by the same Mortgage or by a second or sequentially lower priority
Mortgage as the loan previously disbursed under the Mortgage Loan. The Seller will consider such request
for a Further Advance against the then applicable acceptance criteria. A Further Advance may carry a
different interest rate compared to the original Mortgage Loan and may also have a different maturity.
Otherwise, the same Mortgage Conditions apply to a Further Advance. Further Advances include: (a) further
advances made under a Mortgage Loan which will be secured by the same Mortgage as the loan previously
disbursed under such Mortgage Loan (verhoogde inschrijving), (b) further advances made under a Mortgage
Loan which will be secured by a second or sequentially lower priority Mortgage as the loan previously
disbursed under such Mortgage Loan (verhoging) or (c) a withdrawal of moneys which were previously
repaid to redeem the Mortgage Loan (heropname).
Portability
The Seller did not originally intend to offer Borrowers the flexibility to port their Mortgage Loans at the time
of origination of such Mortgage Loans, but following a review of its mortgage loan documentation with the
Elan Servicer prior to the establishment of this securitisation transaction, the Seller concluded that the terms
of part of the Mortgage Loans did not make it sufficiently clear to the relevant Borrowers that they did not
have the right to “port” their Mortgage Loans. The Seller determined, in consultation with its agents, that the
most appropriate cause of action to treat customers fairly was to offer portability on the terms outlined
below. The terms on which the relevant Borrowers may port their Mortgage Loans have been summarised in
a letter sent to Borrowers by the Seller and the full terms and conditions are available to those Borrowers
upon request.
Port of a Mortgage Loan to a new property
219
The Seller offers certain Borrowers, the flexibility to “port” certain characteristics of their existing Mortgage
Loan or one or more Loan Parts comprising such Mortgage Loan to a new property.
The portability feature can be exercised by a Borrower in two circumstances for the purpose of porting their
existing mortgage loan to a new property: (i) the Borrower transfers title to its Old Mortgaged Asset prior to
it acquiring title to its New Mortgaged Asset (the Sold Property Portability Option) or (ii) the Borrower
acquires title to its New Mortgaged Asset prior to it transferring title to its Old Mortgaged Asset (the Unsold
Property Portability Option), in which case the Borrower must, among other conditions, transfer title to its
Old Mortgaged Asset within twelve months following its acquisition of title to the New Mortgaged Asset. As
a New Ported Mortgage Loan qualifies as a new Mortgage Loan, the Seller will consider a request for a New
Ported Mortgage Loan against the then applicable acceptance criteria and underwriting conditions and the
then applicable Mortgage Conditions shall apply.
Sold Property Portability Option
If the Borrower relating to any Mortgage Loan or one or more Loan Parts comprising such Mortgage Loan
wishes to exercise the portability feature (meeneemregeling) by means of the Sold Property Portability
Option, it will be required to notify the Servicer of its intention to redeem the Mortgage Loan and its
intention to take out a New Ported Mortgage Loan at least 30 days prior to the redemption of that Mortgage
Loan (which coincides with the transfer of title to the Old Mortgaged Asset by the Borrower). The transfer of
title to the Old Mortgaged Asset by the Borrower and the acquisition of title to the New Mortgaged Asset by
the Borrower will have to be executed within a period of no more than six months of each other.
If the transfer of title to the Old Mortgaged Asset by the Borrower and the subsequent acquisition of title to
the New Mortgaged Asset by the Borrower happen within the same Mortgage Calculation Period the
principal proceeds received by the Collection Foundation for the benefit of the Issuer in relation to the
redemption of the Mortgage Loan in the Collection Foundation Account will be applied to purchase and
accept assignment of the related New Ported Mortgage Receivable. Any remaining principal proceeds in
respect of the relevant Portable Mortgage Receivable will be credited on each Notes Calculation Date to the
Issuer Collection Account and become part of the Available Principal Funds. If the transfer of title to the Old
Mortgaged Asset by the Borrower and the subsequent acquisition of title to the New Mortgaged Asset by the
Borrower do not happen in the same Mortgage Calculation Period, the Issuer Administrator on behalf of the
Issuer will deposit the principal proceeds received by it in relation to the prepayment of the Portable
Mortgage Loan in the Sold Property Portable Mortgage Account. The Issuer will apply the relevant funds
deposited in the Sold Property Portable Mortgage Account outside of the Redemption Priority of Payments
to purchase and accept assignment (if required in advance) of the New Ported Mortgage Receivable if the
related New Ported Mortgage Loan was granted within six months after the deposit was made into the Sold
Property Portable Mortgage Account provided that the New Ported Mortgage Receivable is offered and
originated by the Seller through its agent, the Elan Servicer. If the related New Ported Mortgage Loan has
not been granted within six months after the deposit was made into the Sold Property Portable Mortgage
Account, such deposit will be credited on the immediately succeeding Notes Calculation Date to the Issuer
Collection Account and become part of the Available Principal Funds.
Unsold Property Portability Option
For Portable Mortgage Receivables whereby the Unsold Property Portability Option is exercised, the
Borrower will be required to notify the Servicer of its intention to take out a New Ported Mortgage Loan and
produce a binding purchase agreement with respect to the Old Mortgaged Asset that does contain an
ultimate, non-extendable transfer date with respect to such Old Mortgaged Asset. To the extent the purchase
agreement contains any resolutive conditions the estate agent representing the Borrower needs to certify in
writing that all of such resolutive conditions have ceased to have effect for a Borrower to be eligible for a
New Ported Mortgage Loan. The acquisition of title to the New Mortgaged Asset by the Borrower and the
220
transfer of title to the Old Mortgaged Asset by the Borrower have to be executed within a period of up to
twelve months of each other. Therefore, the Borrower may have two Mortgage Loans outstanding with the
Seller, in each case secured against separate Mortgaged Assets. If the Borrower has not transferred title to
the Old Mortgaged Asset within twelve months following acquisition of title to the New Mortgaged Asset by
the Borrower, the Portable Mortgage Loan will become subject to special servicing procedures which may
ultimately result in a forced sale of the Old Mortgaged Asset.
If the acquisition of title to the New Mortgaged Asset by the Borrower takes place prior to the transfer of title
to the Old Mortgaged Asset by the Borrower, the purchase and assignment of the New Ported Mortgage
Receivable will be funded by a drawing under the Further Advance, Additional Loan Part and Unsold
Property Portable Mortgage Account and any subsequent prepayments relating to the old Portable Mortgage
Loan will be used as Available Principal Funds.
Principal amount of the New Ported Mortgage Loan exceeds the outstanding principal balance of the related
Portable Mortgage Loan
If the principal amount of such New Ported Mortgage Loan exceeds the outstanding principal balance of the
related Portable Mortgage Loan, irrespective of whether the Borrower exercises the Sold Property Portability
Option or the Unsold Property Portability Option, the amount exceeding the outstanding principal balance
will be granted to the Borrower in the form of an additional loan part to the New Ported Mortgage Loan (an
Additional Loan Part). The characteristics of such Additional Loan Part may be different from the
characteristics of the other Loan Part(s) together comprising the New Ported Mortgage Loan. As a
consequence it is possible that (i) the maturity date, (ii) the Mortgage Interest Rate, (iii) the Interest Reset
Dates and (iv) form of repayment applicable to the Additional Loan Part vary in comparison to the other
Loan Part(s) comprising the New Ported Mortgage Loan.
The purchase and assignment of a New Ported Mortgage Receivable resulting from an Additional Loan Part
will be funded by a drawing under the Further Advance, Additional Loan Part and Unsold Property Portable
Mortgage Account.
Port of a Mortgage Loan to a new Borrower
The Seller also offers to certain Borrowers the flexibility to port their existing Mortgage Loan to the
purchaser of the Mortgaged Asset. The Borrower is entitled to request a transfer of the Mortgage Loan to
such third party (doorgeefregeling) either by transferring the rights and obligations of the Borrower under
the Mortgage Loan by way of contract transfer (contractsoverneming) or by transferring the obligations of
the Borrower with respect to the amount due under the Mortgage Loan to such third party by means of a
takeover of debt (schuldoverneming). The Seller has the discretion to refuse such request or to attach
conditions to its approval. The current policy of the Seller is to refuse such requests and its agent, the Elan
Servicer, acts in accordance with this policy.
Early Repayment Charge
Upon a full or partial unscheduled prepayment in full or in part of a Mortgage Loan in excess of the
permitted prepayment of 10 per cent. per calendar year of the original principal balance of the Mortgage
Loan, the Borrower is required to pay an early repayment charge, unless an exemption as set out in the
prevailing Mortgage Conditions (as summarised below) applies (an Early Repayment Charge). The
amount of the Early Repayment Charge payable by the Borrower is equal to the present value of the interest
rate spread between the Mortgage Interest Rate and the market rate of interest prevailing at the time the
Borrower notifies the Seller of its intention to fully or partially prepay its Mortgage Loan calculated for the
period commencing on the prepayment date of such Mortgage Loan and ending on the immediately
succeeding Interest Reset Date relating to such Mortgage Loan.
221
The current Mortgage Conditions contain the following exemptions in which circumstances no Early
Repayment Charge is payable by the Borrower:
(i) The Mortgage Loan is fully or partially prepaid at the last day of the applicable fixed rate
interest period or if the Mortgage Loan bears a floating interest rate;
(i) The Mortgage Loan is partially prepaid with any remaining Construction Deposit;
(ii) The Mortgage Loan is fully or partially prepaid with the amount of the claim payable by the
insurer under a buildings insurance in the event of damage to the Mortgaged Asset;
(iii) The Mortgage Loan is fully or partially prepaid by surviving relatives either by using the sum
insured under the Borrower’s life insurance or otherwise if the Borrower deceases;
(iv) Title to the Mortgaged Asset is voluntary transferred to a third party (not being the life partner
of the Borrower) and the Borrower subsequently moves houses;
(v) The Mortgaged Asset has been fully destroyed; and
(vi) The market rate of interest is higher than the Mortgage Interest Rate.
222
6.3 Origination and Servicing
Origination
The Mortgage Loans have been granted to Borrowers by the Seller. The business activities of the Seller are
performed through its agents, including the origination of mortgage loans.
All Mortgage Loans are originated, administered and serviced on behalf of the Seller by Quion Services B.V.
(a 100 per cent. subsidiary of Quion Groep B.V., referred to as Quion) in its capacity as Elan Servicer. The
Mortgage Loans are originated under the Elan Hypotheek brand, a sub-label of Quion label Hypotrust.
Whilst Elan Hypotheek is a relatively new origination label, the origination and marketing is built on the
systems and processes of Quion & Hypotrust. The Elan Servicer provides collection and other services to
and on behalf of the Seller on a day-to-day basis in relation to the Mortgage Loans. The duties of the Elan
Servicer include the collection of payments of principal, interest and other amounts in respect of the
Mortgage Loans and the implementation of arrears procedures including the enforcement of the Mortgages.
Underwriting criteria
The underwriting criteria for mortgage loans have been set by the Seller in consultation with Quion and with
the approval of the Elan Lender. The underwriting criteria take into account, among other things, the
following factors:
(i) borrower credit history (credit bureau information or BKR codering);
(ii) borrower and intermediary fraud check (screening of relevant sanctions lists and fraud
databases);
(iii) borrower income;
(iv) borrower type of employment: temporary or permanent employment, self-employment;
(v) the borrower’s maximum permissible debt service to income ratio as determined by
regulations;
(vi) loan-to-value limitations both based on regulations and borrower and loan characteristics;
(vii) loan purpose and property type; and
(viii) property criteria and valuations.
The summary below reflects some of the fundamental underwriting criteria in more detail.
Property
Properties need to have a market value of at least EUR 100,000 and a marketability of no more than 12
months. The property needs to be free of rent, designated for and suitable for permanent occupation by the
borrower, located in the European part of the Kingdom of the Netherlands and needs to be owned by the
borrower no later than the transfer date. Non-eligible properties include (i) business premises, (ii) holiday
homes, (iii) mobile homes, (iv) trailers, (v) aircrafts, (vi) houseboats (vii) vessels, (viii) agricultural
properties, (ix) let houses, (x) investment properties, (xi) rights of superficies, (xii) properties located on an
industrial estate, (xiii) houses under construction, (xiv) houses sold by auction and (xv) properties on a
polluted site.
223
Term of mortgage loan
The maximum term for mortgage loans is 30 years. The interest rate can be fixed for a period of 1 year, 3
years, 5 years, 7 years, 10 years, 15 years, 20 year or 30 years or a borrower can apply for a floating interest
rate.
Details of applicant
All borrowers must be aged 18 or over, legally competent and not be under administration. If the borrower is
within 10 years of planned retirement and the mortgage loan term will extend into the borrowers' retirement,
the Seller will consider the borrower's income in retirement within the affordability assessment. If the Seller
determines the borrower will not be able to afford the mortgage into retirement, the application will be
declined.
The maximum number of applicants on any one residential mortgage application is two. No mortgage loan is
granted to borrowers with family ties.
To be accepted for a mortgage loan, all applicants must be resident in the Netherlands at the time of
application.
Loan-to-value (or LTV) ratio
The maximum original LTV ratio of loans in the Pool is 103 per cent or 106 per cent. in case of energy
savings measures fulfilling the requirements in the underwriting criteria, of the market value of the property.
Income
Where an applicant is in salaried employment and the income of that applicant is required to support the
mortgage loan, the Seller generally requires the applicant to be in a permanent position and not under notice
of termination. However, fixed term/temporary workers are accepted where the applicant meets certain
minimum requirements. At all times the Seller requires an employer's reference and recent pay slips as
evidence of income.
In the event of self-employed applicants the Seller requires the annual accounts, the income tax declarations
and the income tax assessments for the last three years.
Insurance policies
Each mortgaged property is required to be insured with buildings insurance. Each borrower is free to decide
which buildings insurance it takes out as long as the insurer is registered and such buildings insurance
provides comprehensive cover.
In addition thereto in most instances the applicant is required to take out life insurance and pledge such
insurance for the benefit of the Seller.
The Seller’s underwriting criteria are consistent with the Code of Conduct, the Wft and the Ministerial
Regulation on Mortgage Credit (tijdelijke regeling hypothecair krediet). The underwriting criteria are
frequently reviewed by the Elan Servicer and the Elan Portfolio Manager. Reasons for changing the criteria
may include changes to rules, laws and regulation, or feedback and observations from the Elan Servicer, the
Elan Portfolio Manager or the Third Party Due Diligence Provider.
The underwriting criteria are applied by the Elan Servicer, on behalf of the Seller, in respect of each
mortgage loan which is originated by the Seller and each further advance granted in respect of such
224
mortgage loan. The Elan Portfolio Manager analyses declined applications in its credit committee, which
operates in line with credit committee charter. Proposals for potential adjustments or clarifications to
underwriting criteria are subject to consultation with the Elan Lender. Where applicable, clarifications and
adjustments are provided to the Elan Servicer in the form of an instruction from the Elan Portfolio Manager.
Based on the instruction the Elan Servicer updates the underwriter working instructions and/or the
underwriting criteria.
Interest Rate Setting and Re-Setting
With respect to the procedure that applies to interest rate setting and re-setting for the Mortgage Loans
reference is made to Section 7.5 (Interest rate reset in respect of Mortgage Receivables) of this Prospectus.
Origination process
All mortgage loan origination is made through selected professional intermediaries (including independent
financial advisors and intermediary chains such as De Hypotheker, one of the largest chains of intermediaries
in the Netherlands owned by De Blauwtrust Groep B.V.). All selected intermediaries have to be licensed
according to the Wft.
The origination process starts when a borrower opts for the Seller’s mortgage product as advised by an
intermediary. The intermediary has available the relevant mortgage loan product brochure, as well as a
manual outlining the mortgage loan lending criteria and conditions and application forms. Intermediaries
collect data from the prospective borrower which they then analyse and advise upon. In principle,
intermediaries make use of mortgage loan application software enabling them to make all necessary
calculations, check the mortgage loan criteria and send the application electronically, via the mortgage data
network (HDN), to Quion Hypotheekbemiddeling B.V. Alternatively, an application could also be faxed to
Quion Hypotheekbemiddeling B.V. after which it is converted to digital format. The activities are provided
in a completely automated and paperless digital format.
If the application complies with all underwriting conditions, Quion Hypotheekbemiddeling B.V. will send
the borrower a mortgage loan offer via the intermediary. The borrower must accept, sign and return the offer
within 3 weeks. The mortgage loan offer will be valid for 4 months, calculated from the date of sending the
mortgage loan offer to the borrower, and granting the mortgage loan is subject to receipt and approval of all
required documents and final internal and external approval. A maximum offer period extension of 2 months
after the initial offer period of 4 months is possible at no cost to the borrower.
As soon as Quion Hypotheekbemiddeling B.V. receives the signed application, the mortgage loan origination
and servicing system of Quion (QSP) automatically processes the application and performs checks on
compliance with underwriting criteria, potential fraud based on a score of fraud indicators and Dutch fraud
registry database (SFH) as well as borrower credit history. Quion’s mortgage loan processing department
processes all relevant documents with QSP. When all documents have been received and approved by
Quion, a senior underwriter reviews the file for final internal approval. An alert of Quion’s final approval is
then electronically provided to Clayton Euro Risk Ltd. (the Third Party Due Diligence Provider) through
access to Quion’s QSP system for review. With respect to Mortgage Loans originated before 21 March 2017
the Third Party Due Diligence provider conducted a pre-final approval check, which consists of a checklist
of approximately 70 items covering various aspects of the mortgage offer and the borrower’s application
documentation. The Third Party Due Diligence Provider ascertains that all points on the list have been met
and affirms Quion’s final approval. Subsequently, Quion sends a mortgage approval notification to the
intermediary, who then informs the applicant. Thereafter, all relevant data are recorded in the administration
system of Quion (QSP). Quion informs the civil law notary, who confirms the date of closing to Quion. The
money is transferred from the account of the Seller to the civil law notary who temporarily places the money
225
in a segregated account. The civil law notary is responsible for the execution of the mortgage deed, after
which all executed mortgage and related documents are sent to Quion.
In addition to the pre-final approval check, the Third Party Due Diligence provider also conducts a full re-
underwrite of the mortgage file in two stages (Stage 1 Re-Underwrite and Stage 2 Re-Underwrite) for the
benefit of the Seller and the Elan Lender. During the first stage, all checks that can be conducted before the
execution of the mortgage are completed. The second stage of the full re-underwrite encompasses the final
checks with regards to the signed mortgage contract and registration / security documents. While an
approved offer to the borrower may not be rescinded, the full re-underwrite ensures that the mortgage loans
have been originated in accordance with the underwriting criteria and duly executed.
All Mortgage Loans have been subject to Stage 1 Re-Underwrite and Stage 2 Re-Underwrite. Since the pre-
final approval check is no longer conducted as of 21 March 2017, four Mortgage Loans have not been
subject to such pre-final approval check.
Collections
Quion has been authorised by the borrower, to draw the amounts due from the borrower’s bank account
through direct debit directly into the Collection Foundation Account. The computer system of Quion
requests for payment on the day before the first Business Day of each month and the payment is collected on
the first Business Day of each month in arrear. Certain payments information is monitored daily by the
mortgage servicing department of Quion.
The mortgage loan related to a payment must be recognised in order to allocate it to the relevant mortgage
loan. Quion has business rules in place to automate this process, like the loan number in the description of
the payment or the bank account number of the relevant borrower. A direct debit payment will always be
linked to the appropriate mortgage loan. However, if the system does not recognise the borrower, the
payment is allocated manually to a mortgage loan. If a borrower has multiple mortgage loans, the mortgage
loan with the oldest arrears is chosen.
The payment is allocated within the mortgage loan in the following priority:
- towards satisfaction the most senior outstanding amounts based on due date;
- if the outstanding amounts are due the same date, towards satisfaction of (i) any charges, (ii)
penalties, (iii) interest, (iv) savings premium (if any) and then (v) principal;
- if, within a category, there are amounts outstanding on multiple mortgage loan parts, then first
towards satisfaction of amount due on mortgage loan part 1, then mortgage loan part 2, then
mortgage loan part 3 etc.
IT and business continuity
On the Signing Date, the Issuer and the Security Trustee shall accede to the Quion Business Continuity
Agreement between, amongst others, Quion Business Continuity B.V. (QBC), Quion Groep B.V. and Quion
Services B.V. dated 3 November 2016.
The Quion Business Continuity Agreement stipulates, among other things that:
- QBC is both owner and user of the system hardware and has a licence to use the production
apparatus software or has obtained appropriate user rights from a licensing organisation;
226
- the production apparatus will at all times comprise two or more environments (on the one hand a
production environment and on the other hand a development and test environment) that are capable
of operating independently. At least one environment will always be located at a third-party site;
- discontinuity on the part of Quion Groep B.V. will not affect the continuity of QBC – and therefore
of the production apparatus and the data;
- QBC will be making the production apparatus available to Quion Groep B.V., so that Quion Services
B.V. will be in a position to adhere to the relevant servicing agreement;
- the service continuity will only be threatened if Quion Groep B.V. ceases its activities or is declared
insolvent. In that case, QBC will continue providing the service itself, using the production
apparatus and the data. If Quion Services B.V. is declared insolvent, Quion Groep B.V. itself and in
agreement with QBC will ensure continuity of the services provided; and
- During the continuity period, QBC will make the production apparatus and the relevant data
available on the terms and conditions stated in the relevant servicing agreement.
Arrears management
Introduction
The framework for the arrears management process includes:
(i) Prompt client contact after a missed payment;
(ii) Focus on client relation;
(iii) Strict and firm follow up;
(iv) Use all means of communication and contact;
(v) Use personal visits and budget counselling; and
(vi) Secure collateral.
The purpose of the framework is to collect unpaid amounts from borrowers with a focus on problem analysis
in the early stage of arrears, realization of a long term solution for the borrower in the stage of late arrears
and maximising the amount collected from the borrower.
Daily process
In case of arrears, two Business Days after the arrears have come into existence, the Elan Servicer (on behalf
of the Seller) will send a letter to the borrower to remind the borrower of the payment due. Furthermore,
within 8 Business Days after the arrears have come into existence, the Elan Servicer (on behalf of the Seller)
will send a formal collection letter, including a warning on a possible negative BKR registration. The tone of
voice of the letter is adjusted to reflect whether the borrower is in arrears for the first-time or a recidivist.
Within 30 days, the Elan Servicer will attempt to contact the borrower, who is asked whether he/she is aware
of the unpaid amount. Quion’s objective is to identify the cause of the arrears. After this service call, the
Elan Servicer will make an initial assessment on whether the arrears are structural (i.e. due to unemployment
or divorce) or not. In case the borrower indicates immediate payment of unpaid amount is not possible, a
payment arrangement will be made. If the borrower does not honour to previously made payment
227
arrangements, the Elan Servicer will call the borrower within three Business Days to inform them of the
consequences of non-payment.
If the borrower does not answer the Elan Servicer’s calls, the Elan Servicer will try to contact the borrower
by repeatedly making service calls and sending letters, e-mails and text messages. In addition, Quion will
call the intermediary who originated the mortgage and use other means to get in contact with the borrower.
On or around 30 days after the arrears occur, the Elan Servicer will assess the borrower’s situation to
understand whether there are special circumstances, such as recent unemployment or divorce. Following
such assessment, the Elan Servicer will attempt to maintain contact with the borrower, to gather information
about his or her personal and economic situation and to agree a payment scheme or any other payment
treatment which the Elan Servicer deems fit for borrower and acceptable to the Seller. The Elan Servicer will
aim to preserve the ownership of the property by the borrower.
When, 30 days after the arrears occur, the arrears amount has not been paid, the Elan Servicer has the
opportunity to appoint a bailiff for the duration of 30 days. If after this period, no payments or payment
arrangements have been made, the Elan Servicer will close the case at the bailiff and will implement any
further action through its servicing department.
During this period (and up to 90 days after the arrears came into existence), the Elan Servicer can visit the
borrower at the property if the borrower does not honour previously made payment agreements, does not
fully cooperate and/or does not answer to attempts to contact him or her.
60 days after the arrears occur, the borrower is requested to sign a deed of transfer for part of the income
from employment to reduce the amount in arrears. In addition the borrower will be requested to grant a
power of attorney to the Elan Servicer for a private sale of the property. The purpose of these actions is to
ensure that payment arrangements are honoured and to minimize the chance that a public sale becomes
necessary. The Elan Servicer will also discuss and determine a minimum price and conditions for accepting
an offer on the property with the Seller.
If up to 90 days after the arrears occur, the borrower does not cooperate with a deed of transfer for a part of
the income from employment, the Elan Servicer can appoint a bailiff to obtain wage garnishing and seize
part of the borrower’s income directly from the employer.
90 days after the arrears occur, and if instructed by the Seller, the Elan Servicer can appoint a budget coach
who will provide guidance to the borrower on the management of personal finances.
120 days after the arrears occur, the Elan Servicer will inform the BKR of the arrears. If the total amount in
arrears is repaid, the BKR will be informed of the repayment.
If preservation of ownership by the borrower is no longer feasible and a sale of the property is inevitable, the
Elan Servicer will assist with the sale of the property. The Elan Servicer can only progress with a sale of the
property after the Seller has agreed upon the terms and conditions of the sale. In addition, the Elan Servicer
will have a real estate agent value the property and estimate the time required for the sale. The real estate
agent will inform the Elan Servicer weekly on progress made. All offers will be assessed with regards to the
agreed terms and conditions between the Seller and the Elan Servicer, or the Seller will be asked to provide
their approval. In case the power of attorney has not been granted and/or a private sale of the property
appears not to be feasible, the property will be sold by public auction. The Elan Servicer will lead and
observe both the public and the private sale of the property.
228
Foreclosures
As a first ranking mortgage holder, the Seller has an ‘executorial title’ (executoriale titel) and therefore does
not have to obtain permission from the court prior to foreclosure if the Borrower fails to fulfil his/her
obligations and no other solutions are reached. 60 days after the arrears occur, the Servicer can, on behalf of
the Seller, sell the property either through a public sale (auction) or private sale (where it has been provided
with a mandate by the Borrower). If the proceeds do not fully cover the Seller’s claims, the outstanding
amount still has to be paid by the Borrower.
Public sale (auction)
Conditional upon the agreement of the Seller, the notary will be instructed and the property will be valued to
determine the possible proceeds of the sale. The borrower and other stakeholders need to be informed on the
upcoming auction and expected proceeds of the property. A notary will also inform the borrower on the
auction date and (an) advertisement(s) announcing the public sale will be published. A full repayment of the
outstanding amounts in arrears will allow the borrower to cancel the auction. Offers on the property
preceding the auction will be sent to the Portfolio Manager who can decide to accept or reject the offer. After
the public sale, the Elan Servicer will administer the proceeds and inform the Seller.
Outstanding Amounts
If amounts are still outstanding after the sale of the property has been completed and any other collateral has
been executed and beneficiary rights have been exercised, the Servicer, on behalf of the Seller, will notify
the Borrower of their residual debt, as they will remain liable for the repayment of this amount.
As a result, the Elan Servicer continues to manage the remaining claims if it considers it likely that it will be
able to recover such losses. If possible, a settlement agreement will be entered into between the Borrower
and the Servicer, on behalf of the Seller. If the Borrower does not comply with the settlement agreement or
does not wish to cooperate on finding a solution to repay the unpaid amounts, other measures can be taken,
such as attachments on assets and/or (future) income of the debtor.
229
6.4 Dutch Residential Mortgage Market
Dutch residential mortgage market
The Dutch residential mortgage debt stock is relatively sizeable, especially when compared to other
European countries. Since the 1990s, the mortgage debt stock of Dutch households has grown considerably,
mainly on the back of mortgage lending on the basis of two incomes in a household, the introduction of tax-
efficient product structures such as mortgage loans with deferred principal repayment vehicles and interest-
only mortgage loans, financial deregulation and increased competition among originators. Moreover, Loan-
to-Value (LTV) ratios have been relatively high, as the Dutch tax system implicitly discouraged
amortisation, due to the tax deductibility of mortgage interest payments. The mortgage debt growth
continued until Q3 2012, when total Dutch mortgage debt stock peaked at EUR 672 billion. The correction
on the housing market caused a modest decline in mortgage debt in subsequent years, but as the market has
been recovering rapidly since 2013, there is recently again a tendency to higher debt growth visible. In Q4
2016, the mortgage debt stock of Dutch households equalled EUR 664 billion3. This represents a rise of EUR
8.4 billion compared to Q4 2015 and follows two years of a slight fall.
Tax system
The Dutch tax system plays an important role in the Dutch mortgage market, as it allows for almost full
deductibility of mortgage interest payments from taxable income. This tax system has been around for a very
long time, but financial innovation has resulted in a greater leverage of this tax benefit. From the 1990s
onwards until 2001, this tax deductibility was unconditional. In 2001 and 2004, several conditions have been
introduced to limit the usage of tax deductibility, including a restriction of tax deductibility to (mortgage
interest payments for) the borrower’s primary residence and a limited duration of the deductibility of 30
years.
A further reform of the tax system was enforced on 1 January 2013. Since this date, all new mortgage loans
have to be repaid in full in 30 years, at least on an annuity basis, in order to be eligible for tax relief (linear
mortgage loans are also eligible). The tax benefits on mortgage loans, of which the underlying property was
bought before 1 January 2013, have remained unchanged and are grandfathered, even in case of refinancing
and relocation. As such, new mortgage originations still include older loan products, including interest-only.
However, any additional loan on top of the borrower’s grandfathered product structure, has to meet the
mandatory full redemption standards to allow for tax deductibility.
Another reform imposed in 2013 to reduce the tax deductibility is to lower the maximum deduction
percentage. This used to be equal to the highest marginal tax bracket (52%), but since 2013 the maximum
deduction is lowered by 0.5% per annum to 38.0% in 2042 (2017: 50.0%).
There are several housing-related taxes which are linked to the fiscal appraisal value (“WOZ”) of the house,
both imposed on national and local level. Moreover, a transfer tax (stamp duty) of 2% is applied when a
house changes hands. Although these taxes partially unwind the benefits of tax deductibility of interest
payments, and several restrictions to this tax deductibility have been applied, tax relief on mortgage loans is
still substantial.
Loan products
The Dutch residential mortgage market is characterised by a wide range of mortgage loan products. In
general, three types of mortgage loans can be distinguished.
3
Statistics Netherlands, household data.
230
Firstly, the “classical” Dutch mortgage product is an annuity loan. Annuity mortgage loans used to be the
norm until the beginning of the 1990s, but they have returned as the most popular mortgage product in recent
years. Reason for this return of annuity mortgage loans is the tax system. Since 2013, tax deductibility of
interest payments on new loans is conditional on full amortisation of the loan within 30 years, for which only
(full) annuity and linear mortgage loans qualify.
Secondly, there is a relatively big presence of interest-only mortgage loans in the Dutch market. Full interest-
only mortgage loans were popular in the late nineties and in the early years of this century. Mortgage loans
including an interest-only loan part were the norm until 2013, and even today, grandfathering of older tax
benefits still results in a considerable amount of interest-only loan origination.
Thirdly, there is still a big stock of mortgage products including deferred principal repayment vehicles. In
such products, capital is accumulated over time (in a tax-friendly manner) in a linked account in order to take
care of a bullet principal repayment at maturity of the loan. The principal repayment vehicle is either an
insurance product or a bank savings account. The latter structure has been allowed from 2008 and was very
popular until 2013. Mortgage loan products with insurance-linked principal repayment vehicles used to be
the norm prior to 2008 and there is a wide range of products present in this segment of the market. Most
structures combine a life-insurance product with capital accumulation and can be relatively complex. In
general, however, the capital accumulation either occurs through a savings-like product (with guaranteed
returns), or an investment-based product (with non-guaranteed returns).
A typical Dutch mortgage loan consists of multiple loan parts, e.g. a bank savings loan part that is combined
with an interest-only loan part. Newer mortgage loans, in particular those for first-time buyers after 2013, are
full annuity and often consists of only one loan part. Nonetheless, tax grandfathering of older mortgage loan
product structures still results in the origination of mortgage loans including multiple loan parts.
Most interest rates on Dutch mortgage loans are not fixed for the full duration of the loan, but they are
typically fixed for a period between 5 and 15 years. Rate term fixings differ by vintage, however. More
recently, there has been a bias to longer term fixings (10-20 years). Most borrowers remain subject to interest
rate risk, but compared to countries in which floating rates are the norm, Dutch mortgage borrowers are
relatively well-insulated against interest rate fluctuations.
Underwriting criteria
Most of the Dutch underwriting standards follow from special underwriting legislation (“Tijdelijke regeling
hypothecair krediet”). This law has been present since 2013 and strictly regulates maximum LTV and Loan-
to-Income (LTI) ratios. The current maximum LTV is 101% (including all costs such as stamp duties), but it
will be gradually lowered to 100% by 2018, by 1% per annum. LTI limits are set according to a fixed table
including references to gross income of the borrower and mortgage interest rates. This table is updated
annually by the consumer budget advisory organisation “NIBUD” and ensures that income after (gross)
mortgage servicing costs is still sufficient to cover normal costs of living.
Prior to the underwriting legislation, the underwriting criteria followed from the Code of Conduct for
Mortgage Lending, which is the industry standard. This code, which limits the risk of over crediting, has
been tightened several times in the past decade. The 2007 version of the code included a major overhaul and
resulted in tighter lending standards, but deviation in this version was still possible under the “explain”
clause4. In 2011, another revised and stricter version of the Code of Conduct was introduced. Moreover,
adherence to the “comply” option was increasingly mandated by the Financial Markets Authority (AFM).
Although the Code of Conduct is currently largely overruled by the underwriting legislation, it is still in
4 Under the “explain” clause it is in exceptional cases possible to deviate from the loan-to-income and loan-to-value rules set forth in the Code of Conduct
.
231
force. The major restriction it currently regulates, in addition to the criteria in the underwriting legislation, is
the cap of interest-only loan parts to 50% of the market value of the residence. This cap was introduced in
2011 and is in principle applicable to all new mortgage contracts. A mortgage lender may however diverge
from the cap limitation if certain conditions have been met.
Recent developments in the Dutch housing market
The Dutch housing market has shown clear signs of recovery since the second half of 2013. Important
factors are among others the economic recovery, high consumer confidence and low mortgage rates.
Existing house prices (PBK-index) in Q1 2017 rose by 2.0% compared to Q4 2016. Compared to Q1 2016
this was 6.8%, the sharpest rise since early 2008. Nonetheless, by comparison with the peak in 2008, the
average price drop amounts to 8.6%.The continued increase in house prices is in line with the rise in sales
numbers. Compared to a year ago, sales numbers rose by 30%. The twelve month total of existing home
sales now stands at 227,807, which is slightly above pre-crisis levels.
Forced sales
Compared to other jurisdictions, performance statistics of Dutch mortgage loans show relatively low arrears
and loss rates5. The most important reason for default is relationship termination, although the increase in
unemployment following the economic downturn in recent years is increasingly also a reason for payment
problems. The ultimate attempt to loss recovery to a defaulted mortgage borrower is the forced sale of the
underlying property.
For a long time, mortgage servicers opted to perform this forced sale by an auction process. The advantage
of this auction process is the high speed of execution, but the drawback is a discount on the selling price. In
Q1 2017, only 369 sales were forced, which is 0.66% of the total number of sales in this period.
Chart 1: Total mortgage debt Chart 2: Sales and prices
Source: Statistics Netherlands, Rabobank Source: Statistics Netherlands, Rabobank
Chart 3: Price index development Chart 4: Interest rate on new mortgage loans
5
Comparison of S&P RMBS index delinquency data.
232
%
6
1
2003 2005 2007 2009 2011 2013 2015 2017
Variable and fixed till 1 yr Fixed 2-5 yr
Fixed 6-10 yr Fixed > 10 yr
Source: Statistics Netherlands, Rabobank Source: Dutch Central Bank
Chart 5: New mortgage loans by interest type Chart 6: Confidence points to rise in sales
Source: Dutch Central Bank Source: Delft University OTB, Rabobank
233
7. PORTFOLIO DOCUMENTATION
7.1 Purchase, Repurchase and Sale
Purchase of Mortgage Receivables
In accordance with the terms of the Mortgage Receivables Purchase Agreement, the Issuer (i) will on the
Closing Date purchase and accept the assignment of the Mortgage Receivables selected to be part of the Pool
as of the Cut-Off Date and (ii) will, subject to the Further Advance Receivables and Additional Loan Part
Receivables Purchase Conditions or, if applicable, the New Ported Mortgage Receivables Purchase
Conditions, as the case may be, having been met, purchase and accept the assignment of eligible Further
Advance Receivables and New Ported Mortgage Receivables (including any Additional Loan Part
Receivables, if applicable) on certain later dates.
The Seller has the benefit of Beneficiary Rights which entitles the Seller to receive final payment under the
relevant Risk Insurance Policies, which payment is to be applied towards redemption of the Mortgage
Receivables. Under the Mortgage Receivables Purchase Agreement, the Seller will assign such Beneficiary
Rights to the Issuer and the Issuer will accept such assignment.
On the Closing Date, the Issuer shall purchase and accept assignment of the Mortgage Receivables and the
Beneficiary Rights relating thereto from the Seller by means of the Mortgage Receivables Purchase
Agreement and the Deed of Assignment and registration of the Deed of Assignment with the Dutch tax
authorities as a result of which legal title to the Mortgage Receivables and the Beneficiary Rights relating
thereto is transferred from the Seller to the Issuer (Assignment). The Assignment has not and will not be
notified to the Borrowers, except upon the occurrence of any Assignment Notification Event. Until
notification of Assignment the Borrowers will only be entitled to validly pay (bevrijdend betalen) to the
Seller.
The Seller and the Issuer have agreed, in accordance with the terms of the Mortgage Receivables Purchase
Agreement, that the Issuer will be entitled to all proceeds in respect of the Mortgage Receivables from and
including the Cut-Off Date. Accordingly, the Collection Foundation Administrator will pay, to the Issuer (i)
on the first Mortgage Collection Payment Date after the Closing Date, all proceeds received from and
including the Cut-Off Date up to the Closing Date in respect of the relevant Mortgage Receivables; and (ii)
(a) on each Mortgage Collection Payment Date falling on the fourteenth calendar day (or the next Business
Day if such day is not a Business Day) of each Mortgage Calculation Period, all scheduled interest and
scheduled principal payments under the Mortgage Loan received on or around the first calendar day of each
Mortgage Calculation Period and accrued during the immediately preceding Mortgage Calculation Period in
respect of the relevant Mortgage Receivables, and (b) on each Mortgage Collection Payment Date falling on
the fifth Business Day of each Mortgage Calculation Period, all other payments under the Mortgage Loans,
including but not limited to unscheduled principal prepayments or repayments, Prepayment Penalties or
interest penalties under the Mortgage Loans received during the immediately preceding Mortgage
Calculation Period in respect of the relevant Mortgage Receivables.
The Seller will, subject to the Revenue Priority of Payments, on the first Notes Payment Date be entitled to
receive from the Issuer the Funding Adjustment Costs.
Purchase Price
The purchase price for the Mortgage Receivables assigned on the Closing Date shall consist of the Initial
Purchase Price (which is equal to the Outstanding Principal Amount of such Mortgage Receivables on the
Cut-Off Date), which shall be payable on the Closing Date. The Issuer shall withhold from the Initial
Purchase Price for the Mortgage Receivables to be assigned on the Closing Date an amount equal to the
234
Aggregate Construction Deposit Amount. Such amount will be credited to the Construction Deposit
Account. With respect to Further Advance Receivables and New Ported Mortgage Receivables the Initial
Purchase Price for such Further Advance Receivables and New Ported Mortgage Receivables shall be equal
to the Outstanding Principal Amount of such Further Advance Receivables and New Ported Mortgage
Receivables on the date of granting of the related Further Advance or New Ported Mortgage Loan (including
any Additional Loan Part, if applicable).
If such Further Advances or New Ported Mortgage Loans (including any Additional Loan Parts, if
applicable) have associated Construction Deposits the Issuer shall withhold from the Initial Purchase Price
for the related Further Advance Receivables and New Ported Mortgage Receivables (including any
Additional Loan Part Receivables, if applicable) an amount equal to the Construction Deposit Amount
related to the Further Advance or New Ported Mortgage Loan (including any Additional Loan Part, if
applicable). Such amount will be credited to the Construction Deposit Account.
In respect of the Mortgage Receivables assigned on the Closing Date, the Issuer will, in addition to the Initial
Purchase Price (minus the withheld Aggregate Construction Deposit Amount), pay the Supplementary
Purchase Price to the Seller. No Supplementary Purchase Price shall be due in addition to the Initial Purchase
Price in respect of the Further Advance Receivables and New Ported Mortgage Receivables.
For further information please see Section 4.5 (Use of Proceeds).
Purchase of Further Advance Receivables
The Mortgage Receivables Purchase Agreement provides that (i) following the first Notes Payment Date the
Seller will offer any Further Advance Receivable for sale to the Issuer on or before (x) the third to the last
Business Day of the Mortgage Calculation Period in which the Further Advance is granted or (y), in the
event that the Further Advance is granted within the last three Business Days of a Mortgage Calculation
Period only, on or before the third to the last Business Day of the immediately following Mortgage
Calculation Period and (ii) the Issuer shall use the balance to the Available Further Advance, Additional
Loan Part and Unsold Property Portable Mortgage Account to purchase and accept assignment of any
Further Advance Receivables resulting from Further Advances granted by the Seller to a Borrower relating
to a Mortgage Receivable on or before the last Business Day of the Mortgage Calculation Period in which
the Further Advance Receivables are offered to the Issuer provided that the Further Advance Receivables
and Additional Loan Part Receivables Purchase Conditions have been satisfied.
The purchase by the Issuer of any Further Advance Receivables will be subject to the Further Advance and
Additional Loan Part Receivables Purchase Conditions being satisfied at the relevant date of completion of
the sale and assignment of such Further Advance Receivables.
Pool Level Conditions
Each of the following criteria (collectively the Pool Level Conditions) applies in respect of a purchase of
Further Advance Receivables or New Ported Mortgage Receivables (including any Additional Loan Part
Receivables), as applicable:
(a) the Outstanding Principal Amount of each Interest-only Mortgage Receivable does not exceed 50
per cent. of the Market Value of the relevant Mortgaged Asset at the time of origination;
(b) the weighted average current loan to original Market Value ratio of all Mortgage Receivables will
not exceed 98.5 per cent. on the immediately preceding Mortgage Calculation Date;
(c) the aggregate Outstanding Principal Amount of the Mortgage Receivables under which amounts are
due and payable which have remained unpaid for a consecutive period exceeding ninety calendar
235
days on the relevant Mortgage Calculation Date is not more than 1.75 per cent. of the aggregate
Outstanding Principal Amount of the Mortgage Receivables;
(d) the aggregate of the Realised Losses incurred in respect of all Mortgage Receivables as from the
Closing Date up to the relevant Mortgage Calculation Date, does not exceed 0.75 per cent. of the
aggregate Outstanding Principal Amount of the Mortgage Receivables as at the Cut-Off Date;
(e) there has been no failure (i) by the Seller to repurchase any Mortgage Receivable which it is required
to repurchase or (ii) by the Elan Servicer to make indemnity payments in connection with breaches
of Mortgage Loan Criteria (or by the Seller to onpay any such amounts received by the Seller from
the Elan Servicer) pursuant to the Mortgage Receivables Purchase Agreement;
(f) the aggregate Outstanding Principal Amount of the Mortgage Receivables due from self-employed
Borrowers and Borrowers with a temporary job contract does not exceed 7.0 per cent. of the
aggregate Outstanding Principal Amount of all Mortgage Receivables on the Mortgage Calculation
Date;
(g) there is no debit balance in respect of Principal Deficiency Ledger on the immediately preceding
Notes Calculation Date;
(h) the aggregate outstanding amount of the Construction Deposits does not exceed 3.0 per cent. of the
aggregate Outstanding Principal Amount of all Mortgage Receivables on the immediately preceding
Mortgage Calculation Date;
(i) the aggregate outstanding amount of the Construction Deposits does not exceed EUR 2,000,000 on
the immediately preceding Mortgage Calculation Date;
(j) the weighted average debt service to income ratio of all Mortgage Receivables will not exceed 24.0
per cent. on the immediately preceding Mortgage Calculation Date;
(k) the Issuer has not received a notice that the Seller has terminated extension of Mortgage Loans in the
Netherlands;
(l) the Issuer has not received a Swap Termination Notice;
(m) the Issuer has not received a Servicer Termination Notice; and
(n) in respect of the Further Advance Receivables or New Ported Mortgage Receivables, as applicable,
no more than 10 Mortgage Loans have been found to be in breach of the Mortgage Loan Criteria
(other than Mortgage Loan Criterion (xli) which does not apply to Further Advances and New
Ported Mortgage Loans) and/or representations and warranties set out in the Mortgage Receivables
Purchase Agreement as from the Closing Date up to the immediately preceding Mortgage
Calculation Date.
Pool Level Condition (a), (b), (f), (h), (i) and (n) are collectively referred to as the Composition Covenants.
If the Seller grants a Further Advance to a Borrower between the Closing Date and the first Notes Payment
Date, the Seller shall repurchase and accept the re-assignment of the Mortgage Receivables resulting from
the Mortgage Loan in respect of which such Further Advance is granted.
When Further Advances are granted to the relevant Borrower and the Issuer purchases and accepts
assignment of the relevant Further Advance Receivable and the Beneficiary Rights relating thereto, the
236
Issuer will at the same time create a right of pledge on such Further Advance Receivable and the Beneficiary
Rights relating thereto in favour of the Security Trustee.
Purchase of New Ported Mortgage Receivables
The Mortgage Receivables Purchase Agreement provides that (i) the Seller will offer any New Ported
Mortgage Receivable (including any Additional Loan Part Receivable, if applicable) for sale to the Issuer on
or before (x) the third to the last Business Day of the Mortgage Calculation Period in which the relating New
Ported Mortgage Loan( including any Additional Loan Part, if applicable) has been disbursed to the
Borrower or (y), in the event that the New Ported Mortgage Loan (including any Additional Loan Part, if
applicable) has been disbursed within the last three Business Days of a Mortgage Calculation Period only, on
or before the third to the last Business Day of the immediately following Mortgage Calculation Period and
(ii) the Issuer shall (a) apply the principal proceeds received by the Collection Foundation for the benefit of
the Issuer in relation to the redemption of the related Portable Mortgage Loan in the Collection Foundation
Account to purchase and accept assignment of a New Ported Mortgage Receivable if the transfer of title to
the Old Mortgaged Asset by the Borrower and the subsequent acquisition of title to the New Mortgaged
Asset by the Borrower happen within the same Mortgage Calculation Period, (b) apply the relevant funds
deposited in the Sold Property Portable Mortgage Account outside of the Redemption Priority of Payments
to purchase and accept assignment (if required in advance) of a New Ported Mortgage Receivable if the
related New Ported Mortgage Loan was granted within six months after the deposit was made into the Sold
Property Portable Mortgage Account provided that the New Ported Mortgage Receivable is offered and
originated by the Seller through its agent, the Elan Servicer and (c) draw under the Further Advance,
Additional Loan Part and Unsold Property Portable Mortgage Account to purchase and accept assignment of
a New Ported Mortgage Receivable if the acquisition of title to the New Mortgaged Asset by the Borrower
takes place prior to the transfer of title to the Old Mortgaged Asset by the Borrower or if the principal
amount of a New Ported Mortgage Loan exceeds the outstanding principal balance of the related Portable
Mortgage Loan, irrespective of whether the Borrower exercises the Sold Property Portability Option or the
Unsold Property Portability Option, provided that in each case the New Ported Mortgage Receivables
Purchase Conditions have been satisfied. If the Sold Property Portability Option is exercised such drawing
will be limited to the positive difference between the principal amount of the New Ported Mortgage Loan
and the outstanding principal balance of the related Portable Mortgage Loan.
The sale and assignment of such New Ported Mortgage Receivables (including any Additional Loan Part
Receivables, if applicable) shall be completed on or before the last Business Day of the Mortgage
Calculation Period in which the New Ported Mortgage Receivables (including any Additional Loan Part
Receivables, if applicable) are offered to the Issuer.
The purchase by the Issuer of any New Ported Mortgage Receivables will be subject to the New Ported
Mortgage Receivables Purchase Conditions being satisfied at the relevant date of completion of the sale and
assignment of such New Ported Mortgage Receivables.
When New Ported Mortgage Loans are granted to the relevant Borrower and the Issuer purchases and
accepts assignment of the relevant New Ported Mortgage Receivable and the Beneficiary Rights relating
thereto, the Issuer will at the same time create a right of pledge on such New Ported Mortgage Receivable
and the Beneficiary Rights relating thereto in favour of the Security Trustee.
Repurchase of individual Mortgage Receivables
The Seller has undertaken to repurchase and accept re-assignment of a Mortgage Receivable including all
rights relating to separate Loan Parts and accept re-assignment of the Beneficiary Rights relating thereto, in
whole but not in part and the Issuer has undertaken to sell and assign to the Seller such Mortgage Receivable
in accordance with the Mortgage Receivables Purchase Agreement (x) on or before the last Business Day of
237
the Mortgage Calculation Period in which (i) the Seller has offered for sale to the Issuer a Further Advance
Receivable or New Ported Mortgage Receivable (including any Additional Loan Part Receivable, if
applicable) or (ii) an amendment of the terms of a Mortgage Loan is agreed or (y) if the amendment of the
terms of a Mortgage Loan is agreed within the last three Business Days of a Mortgage Calculation Period
only, the third to the last Business Day of the immediately following Mortgage Calculation Period:
(i) if on the date on which the Seller offers to sell to the Issuer any Further Advance Receivable
related to such Mortgage Receivable, the Further Advance Receivables and Additional Loan
Part Receivables Purchase Conditions are not satisfied in full;
(ii) if on the date on which the Seller offers to sell to the Issuer any New Ported Mortgage
Receivable (including any Additional Loan Part Receivable, if applicable) related to such
Mortgage Receivable, the New Ported Mortgage Receivables Purchase Conditions (which
includes that if the relevant New Ported Mortgage Loan contains an Additional Loan Part,
with respect to the related Additional Loan Part Receivables, the Further Advance and
Additional Loan Part Receivables Purchase Conditions are met) are not satisfied in full; or
(iii) if the Seller agrees with a Borrower to an amendment of the terms of a Mortgage Loan related
to such Mortgage Receivable, or part of such Mortgage Loan and the Mortgage Loan
subsequently fails to satisfy the Mortgage Loan Criteria or such amendment materially
adversely changes the position of the Issuer or the Security Trustee (A) vis-à-vis the relevant
Borrower or (B) under the transaction as envisaged in the Mortgage Receivables Purchase
Agreement, provided that if such amendment is made (x) as part of the foreclosure procedures
to be complied with upon a default by the Borrower under the relevant Mortgage Loan or is
otherwise made as part of a restructuring or renegotiation of the Mortgage Loan due to a
deterioration of the credit quality of the Borrower of such Mortgage Loan or (y) in order to
comply with any applicable law, the Seller shall not be required to repurchase and accept re-
assignment of the relevant Mortgage Receivable.
The purchase price for the Mortgage Receivable in each such event will be equal to the sum of the
Outstanding Principal Amount of the relevant Mortgage Receivable on the first Business Day of the
Mortgage Collection Period in which the Mortgage Receivables are repurchased and reasonable costs
(including any costs incurred by the Issuer in effecting and completing such sale and assignment).
Repurchase of Mortgage Receivables in the event of a Composition Covenant Event
The Seller has undertaken to repurchase and accept re-assignment of all Further Advance Receivables and
New Ported Mortgage Receivables (including any Additional Loan Part Receivables, if applicable) including
all rights relating to separate Loan Parts and accept re-assignment of the Beneficiary Rights relating thereto
sold and assigned to the Issuer in the immediately preceding Mortgage Calculation Period, in whole but not
in part and the Issuer has undertaken to sell and assign to the Seller such Further Advance Receivables
and/or New Ported Mortgage Receivables (including any Additional Loan Part Receivables, if applicable), as
the case may be, in accordance with the Mortgage Receivables Purchase Agreement on the fourteenth
Business Day of the relevant Mortgage Calculation Period if a Composition Covenant Event has occurred
and was continuing as determined on the fifth Business day of the Mortgage Collection Period immediately
following the Mortgage Calculation Period in which the Issuer has purchased any Further Advance
Receivables and/or New Ported Mortgage Receivables (including any Additional Loan Part Receivables, if
applicable) due to such purchase of Further Advance Receivables and/or New Ported Mortgage Receivables
(including any Additional Loan Part Receivables, if applicable).
Breach of Mortgage Loan Criteria or representations and warranties
238
Liability for Representations and Warranties
With respect to a breach of Mortgage Loan Criteria or representations and warranties the Issuer, the Seller,
the Elan Servicer and the Servicer acknowledged and agreed that:
(a) the Elan Servicer, in its capacity as agent, originates mortgage receivables on behalf of the Seller
from time to time (including, the Mortgage Receivables);
(b) the Elan Servicer and the Seller have agreed, as part of the services provided by the Elan Servicer,
that the Elan Servicer is liable to the Seller for any breach of the Mortgage Loan Criteria or any
representation or warranty in respect of any mortgage receivable originated by it on behalf of the
Seller (including, the Mortgage Receivables), subject to certain limitations;
(c) as a consequence of the Elan Servicer’s role with respect to the origination of mortgage loans on
behalf of the Seller (including, the Mortgage Loans from which the Mortgage Receivables result),
the Seller shall not be liable against the Issuer for any breach of Mortgage Loan Criteria (including,
but not limited to, any Key Representation) or other representation and warranty made in respect of
any Mortgage Receivable, but the Elan Servicer will in the Mortgage Receivables Purchase
Agreement agree to be liable for any claim made by the Issuer as a result of a breach of any
Mortgage Loan Criteria (including, but not limited to, any Key Representation) or other
representation and warranty made in respect of any Mortgage Receivable, subject to certain
limitations;
(d) the Elan Servicer is not liable for any breach of Mortgage Loan Criteria or other representation and
warranty made in respect of any Mortgage Receivable caused by a failure of a civil law notary to
validly vest a mortgage. For any such failure, the Elan Servicer will claim (i) remedy or (ii) if no
remedy is possible, damages from such civil law notary on behalf of the Issuer.
Key Representations
In respect of the Elan Servicer’s liability the following applies. If there is a breach by the Elan Servicer of
any obligations under the Transaction Document to which it is a party constituting a Key Representation in
respect of any Mortgage Receivable where such breach is capable of being remedied, the Elan Servicer will
have sixty (60) Business Days after receipt of a written notice of such breach by or on behalf of the Issuer to
remedy the breach (the Key Representation Remedy Period).
If the breach of the relevant Key Representation is not remedied within the Key Representation Remedy
Period or is not capable of being remedied:
(a) the Issuer Administrator will debit the Principal Deficiency Ledger by an amount equal to the
Outstanding Principal Amount of the relevant Mortgage Receivable on the Notes Calculation Date
immediately succeeding the end of the Key Representation Remedy Period (or if not capable of
being remedied, on the Notes Calculation Date immediately succeeding the date of the breach);
(b) the Portfolio Manager acting on behalf of the Issuer will, in consultation with the Elan Servicer, who
has an option to purchase the affected Mortgage Receivable at Par Value, initiate an auction process
to seek a third party buyer for the affected Mortgage Receivable; and
(c) the Elan Servicer will, subject to certain limitations and caps set out below be liable to pay the
applicable Pre-agreed Compensation Amount to the Collection Foundation Account.
If any breach is not remedied within the Key Representation Remedy Period or capable of being remedied
the Issuer will submit to the Elan Servicer (i) a written notice to request payment of the Pre-agreed
239
Compensation Amount expiring twenty (20) Business Days after the date of its delivery (the Compensation
Notice).
If the Portfolio Manager finds a third party willing to purchase the Mortgage Receivable, it shall notify the
Issuer, the Servicer, the Elan Servicer and the Seller promptly of the conditions under which such third party
is willing to purchase such Mortgage Receivable (the Third Party Conditions). The Elan Servicer shall then
have the right to purchase such Mortgage Receivable on the Third Party Conditions during a period of five
(5) Business Days from the date it is notified of the Third Party Conditions. If the Elan Servicer does not
elect to exercise its right of purchase within that period, the Issuer may sell and assign the Mortgage
Receivable to such third party buyer.
The Issuer will undertake in the Mortgage Receivables Purchase Agreement to sell and assign the Mortgage
Receivable in respect of which a breach of a Key Representation has occurred to the Elan Servicer or the
third party buyer against payment of (i) the purchase price for the Mortgage Receivable as agreed with the
third party buyer, which amount shall be paid directly to the Issuer and (ii) if the purchase price is less than
the Par Value of the Mortgage Receivable, the Pre-agreed Compensation Amount which shall be paid by the
Elan Servicer into the Collection Foundation Account. The payment as referred to under (ii) will be made by
the Elan Servicer immediately after the end of the sale process and will be considered to be a pre-condition
to the sale and assignment of the Mortgage Receivable by the Issuer to the Elan Servicer. If the Mortgage
Receivable is not sold and assigned to a third party buyer or the Elan Servicer in accordance with the
foregoing, and the Elan Servicer has (i) notified the Issuer of its election to purchase the Mortgage
Receivable or is deemed to have elected such purchase and (ii) subsequently pays the Par Value into the
Collection Foundation Account, the Mortgage Receivable will be assigned to the Elan Servicer in
consideration of such payment. If the Mortgage Receivable is not sold and assigned to a third party buyer or
the Elan Servicer in accordance with the above and the Elan Servicer has indicated within the Election
Period that it elects not to pay Par Value and purchase the Mortgage Receivable, the Elan Servicer will pay
an amount equal to the applicable Pre-Agreed Compensation Amount into the Collection Foundation
Account.
Other Representations
If there is a breach of any of the Mortgage Loan Criteria or representation and warranty in respect of any
Mortgage Receivable which does not constitute a Key Representation, the Portfolio Manager will notify the
Issuer, Seller, the Elan Servicer and the Servicer. The Elan Servicer shall have twenty (20) Business Days
(the Other Representations Remedy Period) to remedy the breach provided that it is capable of being
remedied.
If the breach of the relevant Mortgage Loan Criterion or representation and warranty (which does not
constitute a Key Representation) is not remedied within the Other Representations Remedy Period or is not
capable of being remedied:
(a) the Issuer Administrator will debit the Principal Deficiency Ledger by an amount equal to the
Outstanding Principal Amount of the relevant Mortgage Receivable on the Notes Calculation Date
immediately succeeding the end of the Other Representations Remedy Period (or if not capable of
being remedied, on the Notes Calculation Date immediately succeeding the date on which the breach
arose);
(b) the Elan Servicer will not be obliged to pay a Pre-agreed Compensation Amount and no auction
process shall be initiated to seek a third party buyer;
(c) the Issuer will continue to own the Mortgage Receivable and any interest, fees and principal amounts
received by it in respect thereof will form part of the Available Revenue Funds; and
240
(d) the Elan Servicer will be liable for direct damages, such as loss, cost, claim, damage and expense
whatsoever incurred or suffered by the Issuer as a result of the breach.
In the Mortgage Receivables Purchase Agreement, the Elan Servicer will by way of an independent
obligation, as against the Issuer accept liability for any direct damages incurred by the Issuer in case of such
breach and such amount will be paid by the Elan Servicer directly to the Issuer, provided that such liability
will be capped by the amount payable by the Elan Servicer as referred to below.
Compensation Payments
The compensation amounts the Elan Servicer is obliged to pay the Issuer in relation to a breach of Mortgage
Loan Criteria or representations and warranties, irrespective of whether it constitutes a Key Representation
are collectively referred to as Compensation Payments.
The Elan Servicer will pay each Compensation Payment (including for the avoidance of doubt any Pre-
agreed Compensation Amount) owed to the Issuer into the Collection Foundation Account up to the
applicable caps as described below. Any such payments will be credited by the Collection Foundation
Administrator to a specified ledger of the Collection Foundation Account (the Compensation Ledger).
The Seller has obtained funding for its origination of mortgage loans from the Elan Lender, but may, from
time to time, participate in securitisation transactions to finance mortgage loans. The securitisation
transactions will involve the sale of mortgage loans to securitisation special purpose companies established
for the purpose of securitising mortgage loans originated by the Seller (such special purpose companies
being, Elan Issuers). This Prospectus summarises one such securitisation involving the sale of Mortgage
Loans by the Seller to the Issuer. Accordingly, at any time, the Seller may have securitised certain of the
mortgage loans originated by it, but also retain and own mortgage loans that have not been sold as part of
any securitisation transaction, but which may be funded and pledged to the Elan Lender or any affiliate
thereof (the Non-Securitised Mortgage Receivables). In 2016 the Seller participated in one securitisation
transaction involving an Elan Issuer.
Quion Services B.V. and Quion Groep B.V. (together, the Quion Parties) have undertaken to perform
certain services on behalf of each of the Seller and/or the Issuer, perform similar services for another Elan
Issuer and are expected to perform similar services for future Elan Issuers. The Quion Parties will
accordingly be liable with respect to the performance of their services on behalf of each of the Issuer, the
Seller and any relevant Elan Issuer and also with respect to the breach of certain representations and
warranties relating to mortgage loans originated by the Seller (whether or not those mortgage loans have
been securitised).
Limitation of the Elan Servicer’s liability
The Quion Parties have capped their aggregate liability which can be incurred towards each of the Issuer, the
Seller, the Elan Lender (or any of its affiliates or nominees) and each Elan Issuer taken as a whole. Other
than in the case of gross negligence, fraud or wilful misconduct of any of the Quion Parties, the liability of
the Quion Parties to pay the Compensation Payments is subject to a limit of (i) EUR 1,000,000 per claim for
each Quion Party and (ii) an aggregate amount of EUR 5,000,000 per calendar year for the Quion Parties,
jointly. The liability caps may be restated as a higher amount upon written notification by the Quion Parties
to the Issuer.
The above liability limits apply (A) to any and all claims made by the Seller, the Issuer and any relevant Elan
Issuer against either Quion Party (other than in case of gross negligence, fraud or wilful misconduct of such
Quion Party) and (B) to all liability which the Quion Parties may have towards the Issuer, the Seller, the Elan
241
Lender (or any of its affiliates or nominees) or any Elan Issuer in respect of the performance of their services
to those parties, including without limitation their services in connection with the origination, administration
and servicing of mortgage loans (in the case of Quion Services B.V.) and admitted institution services (in the
case of Quion Groep B.V.).
All Compensation Payments relating to the claims of the relevant parties referred to above will be paid by
the Quion Parties and credited to the Compensation Ledger of the Collection Foundation Account for
distribution at the end of each calendar year, but the amount standing to the credit of the Compensation
Ledger in any year will never exceed EUR 5,000,000.
First Loss
The Quion Parties’ liability is also subject to a first loss amount in each calendar year, except in the case of
fraud, wilful misconduct or gross negligence, which shall be deducted from the aggregate amount for which
the Quion Parties are liable to the Issuer, the Seller, the Elan Lender (or any of its affiliates or nominees) and
any other relevant Elan Issuer in that calendar year. The amount of the first loss is calculated by reference to
the aggregate principal amount outstanding of the aggregate portfolio of mortgage loans originated by the
Seller whether owned by the Issuer, the Seller or any other Elan Issuer, on the last day of the relevant
calendar year and shall be charged as follows:
Aggregate principal amount outstanding of the Aggregate amount of first loss per calendar year:
portfolio:
€0 – 100 million €30,000
€100 – 200 million €60,000
€200 – 300 million €90,000
€300 – 400 million €120,000
€400 – 500 million €150,000
€500 million or more €150,000 plus €30,000 per €100 million

portfolio exceeding €500 million.
The Quion Parties are entitled to only begin making Compensation Payments into the Collection Foundation
Account in any calendar year at the time at which the aggregate amount of claims made against the Quion
Parties in that year exceeds the first loss amount which has been determined in accordance with the table
above, by reference to the aggregate principal amount outstanding of the aggregate portfolio of mortgage
loans originated by the Seller whether owned by the Issuer, the Seller or any other Elan Issuer, as at the first
day of the calendar year. In addition, the aggregate principal amount outstanding of the aggregate portfolio
of mortgage loans originated by the Seller whether owned by the Issuer, the Seller or any other Elan Issuer
will be re-calculated by reference to the last day of each calendar year and if that amount is lower than the
aggregate principal amount outstanding of the aggregate portfolio of mortgage loans originated by the Seller
whether owned by the Issuer, the Seller or any other Elan Issuer as at the first day of the relevant calendar
year, the Quion Parties will be required to re-calculate the first loss amount to determine if the first loss
amount should have been a lower amount for that year in accordance with the table above and, if the first
loss amount has decreased, the Elan Servicer will be liable to pay the amount by which the original first loss
amount exceeds the newly determined first loss amount to the Compensation Ledger of the Collection
Foundation Account by no later than the second Business Day after the date on which the calculations are
made by the Collection Foundation Administrator.
242
The Collection Foundation Administrator will within seven Business Days after the last day of each calendar
year calculate and within two Business Days thereafter transfer from the amount standing to the credit of the
Compensation Ledger of the Collection Foundation Account, the pro rata amounts payable to the Issuer, any
Elan Issuer, the Seller, the Elan Lender (or any of its affiliates or nominees) or the Quion Parties, as the case
may be, on the basis of (A) the actual amounts credited to the Compensation Ledger, (B) the respective
validated claim amounts of the Issuer, any Elan Issuer, the Elan Lender (or any of its affiliates or nominees)
and/or the Seller and (C) any adjustment to the applicable first loss amount applied by the Quion Party, to be
paid to or received from the Quion Parties as a deduction from the aggregate amount of Compensation
Payments payable by the Quion Parties in any calendar year.
Records of claims of the Issuer
The Portfolio Manager will record all claims made by the Issuer against the Elan Servicer during any
calendar year in relation to any breach of any representation or warranty relating to any Mortgage Loan and
breaches of its obligations under the Servicing Agreement and the other Transaction Documents, including
but not limited to the amount of each claim constituting a Compensation Payment.
The Portfolio Manager will within seven Business Days after the last day of each calendar year notify the
Collection Foundation Administrator of the aggregate amount of Compensation Payments or any other
amounts owing to the Issuer by the Elan Servicer.
The pro rata amount payable to the Issuer and debited from the Compensation Ledger will be allocated on or
before the Notes Calculation Date immediately succeeding the last Business Day in December of each
calendar year to the Available Revenue Funds to be applied in accordance with the Revenue Priority of
Payments.
The Seller has the discretionary right to repurchase and accept re-assignment of a Mortgage Receivable
including all rights relating to separate Loan Parts and accept re-assignment of the Beneficiary Rights
relating thereto, in whole but not in part in accordance with the Mortgage Receivables Purchase Agreement
by no later than the immediately following Mortgage Collection Payment Date falling on the fifth Business
Day of the relevant Mortgage Calculation Period if any of the Mortgage Loan Criteria or representations and
warranties given by the Seller in respect of the Mortgage Loans and the Mortgage Receivables proves to
have been untrue or incorrect in any material respect on the date such representation and warranty was given,
provided that such matter is not being capable of being remedied or is not remedied within the Key
Representation Remedy Period or Other Representations Remedy Period, as applicable. The purchase price
for the Mortgage Receivable in such event will be equal to the Outstanding Principal Amount of the relevant
Mortgage Receivable, together with due and unpaid interest accrued up to but excluding the first Business
Day of the Mortgage Collection Period in which the Mortgage Receivables are repurchased and reasonable
costs (including any costs incurred by the Issuer in effecting and completing such sale and assignment). If
the Seller decides it wants to make use of its discretionary repurchase right the Seller will have to notify the
Issuer hereof before the end of the Key Representation Remedy Period or Other Representations Remedy
Period, as applicable. As in such event no Realised Loss occurs, the Principal Deficiency Ledger will not be
debited for such amount. If the Seller decides not to make use of its discretionary repurchase right the above
applies.
The Seller has been established as a thinly capitalised company to originate mortgage loans in the
Netherlands and is under no obligation to make use of its discretionary repurchase right and will only do so
if it is able to seek compensation privately from the Elan Servicer.
Exercise of the Portfolio Call Option / Risk Retention Regulatory Change Call Option / Tax Call
Option and the Sale of Mortgage Receivables
243
If the Majority RS Noteholder exercises the Portfolio Call Option, the Issuer is obliged to sell and assign all
Mortgage Receivables on each Optional Redemption Date, provided that the Issuer shall apply the proceeds
of such sale to redeem the Floating Rate Notes at their respective Principal Amount Outstanding.
If the Retention Holder or the Seller, as the case may be exercises the Risk Retention Regulatory Change
Call Option, the Issuer is obliged to sell and assign all Mortgage Receivables on each Notes Payment Date,
provided that the Issuer shall apply the proceeds of such sale to redeem the Floating Rate Notes at their
respective Principal Amount Outstanding.
The Issuer has the right to sell and assign all Mortgage Receivables if the Tax Call Option is exercised by it,
provided that the Issuer shall apply the proceeds of such sale to redeem the Notes according to the Terms and
Conditions of the Notes – Redemption.
The Redemption Purchase Price purchase price payable by the Majority RS Noteholder on or before the
relevant Optional Redemption Date will be the higher of the Redemption Base Price and the Redemption
Mortgage Receivables Current Value Purchase Price.
The Risk Retention Regulatory Change Purchase Price payable by the Retention Holder or the Seller, as the
case may be, on or before the relevant Notes Payment Date will be the higher of the Risk Retention
Regulatory Change Base Price and the Risk Retention Regulatory Change Mortgage Receivables Current
Value Purchase Price.
The purchase price of the Mortgage Receivables in the event of a sale by the Issuer upon exercise of the Tax
Call Option shall be at least equal to the Tax Call Option Minimum Required Purchase Price, which amount
may be lower than the Par Value.
Assignment Notification Events
If:
(a) a default is made by the Seller to the Issuer in the payment on the due date of any amount due and
payable by the Seller under the Mortgage Receivables Purchase Agreement or under any other
Transaction Document to which it is a party and such failure is not remedied within 15 Business
Days after notice thereof has been given by the Issuer or the Security Trustee to the Seller; or
(b) the Seller fails duly to perform or comply with any of its obligations under the Mortgage
Receivables Purchase Agreement or under any other Transaction Document to which it is a party
and such failure, if capable of being remedied, is not remedied within 30 Business Days after notice
thereof has been given by the Issuer or the Security Trustee to the Seller; or
(c) any representation, warranty or statement made or deemed to be made by the Seller under the
Mortgage Receivables Purchase Agreement, other than those relating to the Mortgage Loans and the
Mortgage Receivables, or under any of the Transaction Documents to which the Seller is a party or
in any notice or other document, certificate or statement delivered by it pursuant thereto proves to
have been, and continues to be after the expiration of any applicable grace period provided for in any
Transaction Document, untrue or incorrect in any material respect; or
(d) the Seller has taken any corporate action or any steps have been taken or legal proceedings have
been instituted against it for its entering into (preliminary) suspension of payments ((voorlopige)
surseance van betaling), or for bankruptcy (faillissement) or for any analogous insolvency
proceedings under any applicable law or for the appointment of a receiver or a similar officer to it or
of any or all of its assets; or
244
(e) the Seller has taken any corporate action or other steps have been taken or legal proceedings have
been instituted against it for its dissolution (ontbinding) and liquidation (vereffening) or legal
demerger (juridische splitsing) or its assets are placed under administration (onder bewind gesteld);
or
(f) the Seller has given materially incorrect information or not given material information which was
essential for the Issuer and the Security Trustee in connection with the entering into of the Mortgage
Receivables Purchase Agreement and/or any of the other Transaction Documents; or
(g) at any time it becomes unlawful for the Seller to perform all or a material part of its obligations; or
(h) a Pledge Notification Event has occurred; or
(i) the Collection Foundation has taken any corporate action or any steps have been taken or legal
proceedings have been instituted or threatened against it for its entering into suspension of payments
(surseance van betaling) or for bankruptcy (faillissement) or for any analogous insolvency
proceedings under any applicable law or for the appointment of a receiver or a similar officer of it;
or
(j) termination of the Back Swap Agreement,
(any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of
any determination) one of these events, an Assignment Notification Event) then the Servicer, on behalf of
the Issuer, shall:
(i) notify or ensure that the relevant Borrowers and any other relevant parties indicated by the
Issuer and/or the Security Trustee are notified of the Assignment to the Issuer or, at its option,
the Issuer shall be entitled to make such notifications itself;
(ii) instruct the Seller to notify the relevant Insurance Company of the assignment of the
Beneficiary Rights relating to the Mortgage Receivables and use its best efforts to obtain the
co-operation from the relevant Insurance Companies and all other parties (a) (i) to waive its
rights as first beneficiary under the relevant Risk Insurance Policies (to the extent such rights
have not been waived), (ii) to appoint as first beneficiary under the relevant Risk Insurance
Policies (to the extent such appointment is not already effective) (x) the Issuer subject to the
dissolving condition of the occurrence of a Pledge Notification Event and (y) the Security
Trustee under the condition precedent of the occurrence of a Pledge Notification Event and (b)
with respect to Risk Insurance Policies whereby the initial appointment of the first beneficiary
has remained in force as a result of the instructions of such beneficiary to the relevant
Insurance Company to make any payments under the relevant Risk Insurance Policy to the
Seller, to convert the instruction given to the Insurance Companies to pay the insurance
proceeds under the relevant Risk Insurance Policy in favour of the Seller towards repayment
of the Mortgage Receivables into such instruction in favour of (x) the Issuer under the
dissolving condition of the occurrence of a Pledge Notification Event and (y) the Security
Trustee under the condition precedent of the occurrence of a Pledge Notification Event;
(iii) the Issuer shall, if so requested by the Security Trustee, forthwith make the appropriate entries
in the Land Registry relating to the Assignment, also on behalf of the Security Trustee, or, at
its option, the Issuer or the Security Trustee shall be entitled to make such entries itself, for
which entries the Seller shall grant an irrevocable power of attorney to the Issuer and the
Security Trustee; and
(iv) instruct the civil law notary to release the Escrow List of Loans to the Security Trustee.
245
(such actions together the Assignment Actions).
Upon the occurrence of an Assignment Notification Event, the Security Trustee shall, after having notified
the Credit Rating Agencies, be entitled to deliver an Assignment Notification Stop Instruction.
246
7.2 Representations and Warranties
The Seller will represent and warrant on the Closing Date with respect to the Mortgage Loans as of the Cut-
Off Date, and in respect of the representations and warranties set forth in (d) as of the Closing Date, the
Mortgage Receivables resulting therefrom and the Beneficiary Rights relating thereto, among other things:
(a) the Mortgage Loan Criteria have been met – see below;
(b) it has not been notified and is not aware of anything affecting its title to the Mortgage Receivables
and the Beneficiary Rights relating thereto;
(c) it has full right and title to the Mortgage Receivables and the Beneficiary Rights relating thereto and
it has power (is beschikkingsbevoegd) to sell and assign the Mortgage Receivables and to assign the
Beneficiary Rights relating thereto and no restrictions on the sale and assignment of the Mortgage
Receivables and the assignment of the Beneficiary Rights relating thereto are in effect and the
Mortgage Receivables and the Beneficiary Rights relating thereto are capable of being assigned or
pledged;
(d) subject to any security created pursuant to the Transaction Documents, the Mortgage Receivables
and the Beneficiary Rights relating thereto are free and clear of any encumbrances and attachments
(beslagen) and no option to acquire the Mortgage Receivables and the Beneficiary Rights relating
thereto has been granted by it in favour of any third party with regard to the Mortgage Receivables
and the Beneficiary Rights relating thereto;
(e) all receivables under a Mortgage Loan (hypothecaire lening) which are secured by the same
Mortgage are pledged to the Security Trustee pursuant to the Issuer Mortgage Receivables Pledge
Agreement;
(f) each Mortgage Loan constitutes the entire mortgage loan granted to the relevant Borrower and not
merely one or more Loan Parts (leningdelen);
(g) to the best of its knowledge (having made due and careful enquiry), the Borrowers are not in any
material breach or default of any provision of their Mortgage Loans other than in respect of a
payment obligation;
(h) it has no Other Claims vis-à-vis any Borrower other than the claims resulting from the relevant
Mortgage Loans;
(i) the notarial Mortgage Deeds (minuut) relating to the Mortgages are kept by a civil law notary at the
time of execution of the relevant Mortgage Deed and it is not aware that the Mortgage Deeds are not
kept by a civil law notary in the Netherlands and are registered in the appropriate registers, while
scanned copies of such deeds and of the other Loan Files, are held by the Servicer;
(j) none of the Borrowers holds a savings account, current account or term deposit with the Seller;
(k) in the Netherlands, the Mortgage Loans and Mortgage Receivables are not subject to withholding
tax;
(l) no Mortgage Loan has more than one scheduled payment outstanding due and payable and no
Mortgage Loan is more than thirty (30) days in arrears;
247
(m) as far as it is aware (having made due and careful enquiry), no Borrower is subject to bankruptcy or
other insolvency proceedings or is deceased;
(n) it has not taken any proceedings against the Borrowers;
(o) no Mortgage Loan has been varied, amended, modified or waived in any material way which would
adversely affect its terms or its enforceability or collectability;
(p) each Mortgage Receivable will be, upon offer for registration of the relevant deed of pledge and/or
assignment with appropriate unit of the Dutch Tax Authorities (Belastingdienst) on the date of such
deed, transferred and/or pledged and such transfer and/or pledge is enforceable against its creditors
and is neither prohibited nor invalid, save for applicable laws affecting the rights of creditors
generally;
(q) the Mortgage Receivable and the Beneficiary Rights relating thereto is duly and validly existing and
is not subject to annulment or dissolution as a result of circumstances which have occurred prior to
or on the Closing Date or, in the case of New Ported Mortgage Receivables and/or Further Advance
Receivables, the relevant Mortgage Collection Payment Date;
(r) each Mortgage Receivable results from a Mortgage Loan originated by the Seller (or the Elan
Servicer acting on its behalf as agent) and the Seller has instructed each Borrower to make payments
on its Mortgage Loan on the Collection Foundation Account and is entitled to collect
(inningsbevoegd) such Mortgage Receivable; and
(s) the Mortgage Conditions do not violate any applicable laws, rules or regulations.
248
7.3 Mortgage Loan Criteria
Each of the Mortgage Loans in the Pool will satisfy the following criteria (the Mortgage Loan Criteria) on
the Cut-Off Date:
(i) each of the Mortgage Receivables and each of the Beneficiary Rights is duly and validly
existing and is not subject to annulment or dissolution as a result of circumstances which have
occurred prior to or on such date on which the representation is given;
(ii) each Mortgaged Asset is located in the Netherlands;
(iii) each Mortgage Loan is denominated in euro;
(iv) each Mortgage Loan has a positive outstanding principal amount;
(v) each Mortgage Receivable is secured by a first ranking mortgage right (hypotheekrecht) or, in
case of Mortgage Loans (for the avoidance of doubt including any Further Advances, as the
case may be) secured on the same Mortgaged Asset, first and subsequently lower ranking
mortgage rights, on a Mortgaged Asset used for residential purposes in the Netherlands and is
governed by Dutch law and each Mortgage Loan is originated in the Netherlands;
(vi) each Mortgage Loan contains provisions that in case of assignment of a Mortgage Receivable
to a third party, the Mortgage or related right of pledge will partially follow, pro rata, the
Mortgage Receivable if it is assigned to a third party;
(vii) each Mortgaged Asset concerned was valued by an independent qualified valuer when
application for a Mortgage Loan was made in accordance with its then prevailing guidelines
and in accordance with the Code of Conduct on Mortgage Loans (Gedragscode Hypothecaire
Financieringen). Valuations by an independent qualified valuer are not older than twelve
months prior to the date of the mortgage application by the Borrower;
(viii) each Mortgage Loan, Mortgage Receivable and each Mortgage and Borrower Pledge securing
such Mortgage Receivable is legal, valid, binding and enforceable and constitutes legal, valid,
binding and enforceable obligations of the relevant Borrower vis-à-vis the Seller;
(ix) all Mortgages and Borrower Pledges in respect of each Mortgage Receivable (i) constitute
valid mortgage rights (hypotheekrechten) and rights of pledge (pandrechten) respectively on
the Mortgaged Assets and the assets which are the subject of the Borrower Pledge respectively
and, to the extent relating to the Mortgages, are entered into the appropriate mortgage register
of the Land Registry, and (ii) were vested for a principal sum which is at least equal to the
Outstanding Principal Amount of the Mortgage Loan when originated, increased with interest,
penalties, costs and any insurance premium paid by the Seller on behalf of the Borrower,
together up to an amount equal to at least 50 per cent. of such Outstanding Principal Amount,
therefore in total up to an amount equal to 150 per cent. of the Outstanding Principal Amount
of the Mortgage Receivable upon origination;
(x) each of the Mortgage Loans has been granted, and each of the Mortgages and Borrower
Pledges has been vested, (i) subject to the Mortgage Conditions and (ii) substantially in the
form of mortgage deed as scheduled to the Mortgage Receivables Purchase Agreement;
(xi) each of the Mortgage Loans has been granted in accordance with all applicable legal
requirements, and meets the Code of Conduct on Mortgage Loans (Gedragscode
249
Hypothecaire Financieringen) and the Seller’s underwriting policy, including its underwriting
criteria at the time of application and the Mortgage Conditions, and do not contravene any
applicable law, rule or regulation prevailing at the time of origination in all material respects,
including mortgage credit and consumer protection legislation, the Code of Conduct (together,
with any other ancillary regulatory requirements, including but not limited to any
requirements of the AFM) and is subject to terms and conditions customary in the Dutch
mortgage market at the time of origination and not materially different from the terms and
conditions applied by a prudent lender of Dutch residential mortgage loans, and the
origination and underwriting criteria and procedures are in a form as may reasonably be
expected from a prudent lender of Dutch mortgage loans;
(xii) each of the Mortgage Loans to which a Risk Insurance Policy is connected has the benefit of a
valid right of pledge on the rights under such Risk Insurance Policy and either (a) the Seller
has been validly appointed as beneficiary (begunstigde) under such insurance policies upon
the terms of such Mortgage Loans, which has been notified to the relevant insurance
companies, or (b) the relevant Insurance Company is irrevocably authorised to apply the
insurance proceeds in satisfaction of such Mortgage Receivable;
(xiii) with respect to the Mortgage Receivables secured by a mortgage right on a long lease
(erfpacht), the Mortgage Loan (i) has a maturity that is equal to or shorter than the term of the
long lease and/or, if the maturity date of the Mortgage Loan falls after the maturity date of the
long lease, the acceptance conditions used by it provide that certain provisions should be met,
(ii) becomes immediately due and payable if (a) the long lease terminates for whatever reason,
unless the long lease is purchased (afgekocht) by the Borrower, or (b) if the lease holder in any
manner breaches the conditions of the long lease;
(xiv) it is a requirement under the Mortgage Conditions that each of the Mortgaged Assets had, at
the time the Mortgage Loan was advanced, the benefit of building insurance
(opstalverzekering) for the full reinstatement value (herbouwwaarde);
(xv) the Mortgage Conditions applicable to the Mortgage Loans provide that all payments by the
Borrowers should be made without any set-off or deduction;
(xvi) all payments in respect of the Mortgage Receivable by the Borrowers are made in arrear in
monthly instalments and are executed by way of direct debit procedures;
(xvii) none of the Borrowers had a negative BKR registration (BKR codering) at the time the final
offer for the Mortgage Loan was made;
(xviii) it can be determined in the Seller’s administration which Beneficiary Rights relate to which
Mortgage Loans;
(xix) the particulars of each Mortgage Loan listed in the list of Mortgage Loans to be attached to the
relevant deed of pledge and/or deed of assignment are correct and complete other than in
respect of any minor non-material deviations;
(xx) the Mortgage Loans do not qualify as a self-certified mortgage loan or an equity-release
mortgage loan;
(xxi) no Mortgage Loan contains a requirement for the Borrower to consent to a transfer of the
rights of the Seller under such Mortgage Loan;
250
(xxii) no Mortgage Loan has been terminated or frustrated, nor has any event occurred which would
make any Mortgage Loan subject to force majeure (overmacht) or any right of rescission and
no right or entitlement of any kind for the non-payment of the full amount of each Mortgage
Loan when due has been agreed with the Borrower;
(xxiii) as far as the Servicer is aware, no Mortgage Loan has been entered into fraudulently by a
Borrower;
(xxiv) no Mortgage Loan has been entered into as a consequence of any conduct constituting fraud,
misrepresentation, duress or under influence by the Servicer, the Elan Servicer or Quion
Groep, its directors, officers, employees or agents or by any other person acting on the Seller’s
behalf;
(xxv) none of the Mortgage Loans have flexible payment dates and payment holidays are not
permitted under the relevant Mortgage Conditions;
(xxvi) other than statutory privacy limitations, there are no confidentiality provisions in the Mortgage
Loans that would restrict any pledgee or assignee of the Mortgage Receivables resulting
therefrom from exercising its rights as pledgee or assignee thereunder;
(xxvii) the Servicer has undertaken all reasonable efforts to (i) comply, and procure that each of its
intermediaries complies, with its duty of care (zorgplicht) vis-à-vis the Borrowers applicable
under Dutch law to, amongst others, offerors of mortgage loans, including but not limited to,
among other things, an investigation to the risk profile of the Borrower and the
appropriateness of the product offered in relation to such risk profile and (ii) provide, and
procure that each of its intermediaries provide, each Borrower with accurate, complete and
non-misleading information about the relevant Mortgage Loan the risks, including
particularities of the product, involved;
(xxviii) the Mortgage Conditions applicable to the Mortgage Loans do not stipulate that the mortgage
right(s) and rights of pledge securing such Mortgage Loan(s) are created as personal rights
(persoonlijke rechten);
(xxix) the Loan Files, which include (scanned copies of) the certified copies of the notarial Mortgage
Deeds, are kept by the Seller or on behalf of the Seller by the Servicer;
(xxx) the principal sum was in case of each of the Mortgage Loans (other than any Construction
Mortgage Loan) fully disbursed to the relevant Borrower;
(xxxi) the Servicer, on behalf of the Seller, has accounted for and distinguished between all interest
and principal payments relating to the Mortgage Loans;
(xxxii) each Mortgage Loan consists of one or more of the following loan types: an Annuity
Mortgage Loan (annuïteiten hypotheek); a Linear Mortgage Loan (lineaire hypotheek); or an
Interest-only Mortgage Loan (aflossingsvrije hypotheek);
(xxxiii) the Borrower was, at the time of origination, a resident of the Netherlands;
(xxxiv) the Mortgage Loan or part thereof does not qualify as a bridge loan
(overbruggingshypotheek);
(xxxv) pursuant to the applicable Mortgage Conditions, (i) the Mortgaged Asset may not be the
subject of residential letting at the time of origination, (ii) the Mortgaged Asset is for
251
residential use only and has to be occupied by the relevant Borrower at and after the time of
origination (except that in exceptional circumstances the Seller may in accordance with its
internal guidelines allow a Borrower to let the Mortgaged Asset under specific conditions and
for a limited period of time) and (iii) no consent for residential letting of the Mortgaged Asset
has been given by the Seller;
(xxxvi) the interest rate on the Mortgage Loan (or, if the Mortgage Loan consists of more than one
Loan Part, on each Loan Part) is a floating rate or fixed rate, subject to an interest reset from
time to time;
(xxxvii) the principal sum outstanding of each Mortgage Loan (or, in the case of Mortgage Loans
(including, as the case may be, any Further Advance) secured on the same Mortgaged Asset,
the aggregate principal sum outstanding of such Mortgage Loans and Further Advances) did
not exceed 101 per cent (such percentage as of 1 January 2017 to be reduced by 1 per cent. per
calendar year until 100 per cent. in 2018, unless such levels are replaced by applicable law and
regulation, in which case such levels in force from time to time, shall apply), or 106 per cent.
in case of energy savings measures fulfilling the requirements in the underwriting criteria, of
the Market Value of the Mortgaged Asset upon origination of the Mortgage Loan (or in the
case of Mortgage Loans (including, as the case may be, any Further Advance) secured on the
same Mortgaged Asset, upon origination of each such Mortgage Loan and Further Advance);
(xxxviii) as at the Cut-Off Date, the aggregate principal sum outstanding under a Mortgage Loan does
not exceed EUR 1,000,000;
(xxxix) where compulsory under the underwriting criteria, the Mortgage Loan has a Risk Insurance
Policy attached to it;
(xl) in respect of a Mortgage Loan which consists of one Loan Part that qualifies as an Interest-
only Mortgage Loan or in respect of a Mortgage Loan which is made up of a combination of
loan types, the interest-only loan part thereof, does not exceed 50 per cent. of the Market
Value of the relevant Mortgaged Asset upon creation of the Mortgage Loan;
(xli) in respect of each Mortgage Loan at least one (interest) payment has been received prior to the
Closing Date;
(xlii) each Mortgage Loan was granted in the ordinary course of the Seller’s business; and
(xliii) the interest rate in respect of each Mortgage Loan was set at the level in accordance with the
Seller’s interest rate policy.
252
7.4 Servicing Agreement
Servicing of the Portfolio
The Servicer (i) has agreed to provide management services to the Issuer on a day-to-day basis in relation to
the Mortgage Loans, and the Mortgage Receivables resulting from such Mortgage Loans, including, without
limitation, the collection of payments of principal, interest and other amounts in respect of the Mortgage
Receivables, all administrative actions in relation thereto and the implementation of arrears procedures
including the enforcement of mortgage rights and any other collateral (see further Origination and Servicing
above), (ii) provide the Issuer Administrator and the Issuer with the Mortgage Report on each Mortgage
Report Date relating to either (x) scheduled interest and scheduled principal payments under the Mortgage
Loans relating to the immediately preceding Mortgage Calculation Period or (y) any other payments under
the Mortgage Loans, including but not limited to unscheduled principal prepayments or repayments,
Prepayment Penalties or interest penalties under the Mortgage Loans received in the immediately preceding
Mortgage Calculation Period depending on whether the Mortgage Report Date falls on the fifth Business
Day or the fourteenth calendar day (or the next Business Day if such day is not a Business Day) following
the end of the relevant Mortgage Calculation Period and (iii) prepare and provide the Issuer Administrator
with certain information regarding the Issuer as required by law, for submission to the relevant regulatory
authorities. The Servicer will be obliged to manage the Mortgage Loans and the Mortgage Receivables with
the same level of skill, care and diligence as other mortgage loans under its management.
The Servicing Agreement may be terminated by the Issuer and the Security Trustee, acting jointly, upon the
occurrence of any of the following events:
(i) a default is made by the Servicer in the payment on the due date of any payment due and
payable by it under the Servicing Agreement and such default continues unremedied for a
period of fourteen (14) calendar days after the earlier (i) of the Servicer becoming aware of
such default and (ii) receipt by the Servicer of written notice by the Issuer or the Security
Trustee requiring the same to be remedied; or
(ii) a default is made by the Servicer in the performance or observance of any of its other
covenants and obligations under the Servicing Agreement or a breach of the representations
and warranties made by the Servicer under the Servicing Agreement, which in the reasonable
opinion of the Security Trustee is materially prejudicial to the interests of the Issuer and the
Secured Creditors and (except where, in the reasonable opinion of the Security Trustee, such
default is incapable of remedy, when no such continuation and/or notice as is hereinafter
mentioned will be required) such default continues unremedied for a period of fourteen (14)
calendar days after the earlier of (i) the Servicer becoming aware of such default and (ii)
receipt by the Servicer of written notice from the Security Trustee requiring the same to be
remedied; or
(iii) the Servicer takes any corporate action or other steps are taken or legal proceedings are started
against it for its dissolution (ontbinding) and liquidation (vereffening) or the Servicer has
taken any corporate action or any steps have been taken or legal proceedings have been
instituted it for its entering into suspension of payments ((voorlopige) surseance van betaling)
or for any analogous insolvency proceedings under any applicable law or for bankruptcy or for
the appointment of a receiver or a similar officer of its or any or all of its assets; or
(iv) at any time it becomes unlawful for the Servicer to perform all or a material part of its
obligations under the Servicing Agreement; or
253
(v) the Servicer no longer holds a licence as an offeror of credit (aanbieder van krediet) or
intermediary (bemiddelaar) under the Wft or any other licence or authorisation required from
time to time in connection with the performance of the Mortgage Loan Services.
In addition the Servicing Agreement may be terminated by the Servicer and by the Issuer upon the expiry of
not less than twelve months’ notice, subject to among other things (i) written approval of the Security
Trustee, which approval may not be unreasonably withheld (ii) appointment of a substitute servicer and (iii)
a Credit Rating Agency Confirmation. A termination of the Servicing Agreement by either the Issuer and the
Security Trustee or the Servicer will only become effective if a substitute servicer is appointed. The Issuer
has undertaken in the Trust Deed that it shall, upon the occurrence of a termination event, use its
commercially reasonable efforts, or procure that the Issuer Administrator shall use its commercially
reasonable efforts, to ensure (if necessary) that the relevant steps contemplated in the Servicing Agreement
are taken which include, after terminating the Servicing Agreement, all steps reasonably required to find a
substitute servicer. In the Servicing Agreement the Servicer, the Security Trustee, the Issuer and the Back-up
Servicer Facilitator have undertaken that they upon termination of the Servicing Agreement, will use
reasonable endeavours to appoint a substitute servicer who shall agree to act as servicer pursuant to a
servicing agreement on similar terms and conditions to the Servicing Agreement.
254
7.5 Interest rate reset in respect of Mortgage Receivables
Mortgage Interest Rates applicable to the Mortgage Receivables
The types of interest rates applicable to the Mortgage Receivables
The Mortgage Interest Rate applicable to each Mortgage Receivable is either (a) a fixed rate which is to be
periodically reset from time to time in accordance with its Mortgage Conditions on any Mortgage Receivable
Reset Date, or (b) a floating rate which fluctuates from time to time in accordance with the interest base rate
to which the rate is referenced (in the case of the Mortgage Loans, the reference rate is the three-month
Euribor rate).
If a fixed rate applies to any Mortgage Receivable, that fixed rate will be reset from time to time in
accordance with its Mortgage Conditions and the procedures set out below. The fixed rate in respect of any
Fixed Rate Mortgage Receivable will be initially reset on the Mortgage Receivable Reset Date agreed
between the Seller and Borrower at origination or upon request by a Borrower from time to time, subject to
the payment of an agreed (make-whole) fee.
If a floating rate applies to any Mortgage Receivable, the rate is reset on the first day of the calendar quarter
(referencing the three-month Euribor rate of the last day of the preceding calendar quarter), and the borrower
receives a confirmation of the rate reset prior to the start date of the new rate.
An overview of the fixed rates applicable to the Fixed Rate Mortgage Receivables and the average floating
rate applicable to the Floating Rate Mortgage Receivables as at the Cut-Off Date are included in the tables
set out in Section 6.1 (Stratification Tables).
The interest rate set at origination of each Mortgage Receivable
The interest rates of the Mortgage Loans relating to the Mortgage Receivables were set at origination by the
Seller in accordance with its own procedures and the interest rate policy agreed between the Seller and its
agents.
The Seller, or the Elan Portfolio Manager on its behalf, as part of its procedures, sends to the Elan Lender a
proposed matrix of interest rates on a weekly basis for the purpose of originating new mortgage loans. Such
proposed interest rates take into account, among other factors, the number of applications received during the
period, the composition of the Seller’s portfolio, the operational update, spread developments in the markets
and the rates charged by competitors. The Elan Lender will approve the proposed interest rates or suggest
alternative pricing to the Elan Portfolio Manager. The Elan Portfolio Manager will check with the Elan
Servicer that the interest rates proposed by it and approved or adjusted by the Elan Lender comply with the
Seller Interest Rate Policy (which includes compliance with applicable laws and regulations).
Regulatory obligation of the Seller to offer new and existing Borrower the same rate
Any originator of a Dutch mortgage loan product is required by law to publish its current fixed mortgage
rates for different fixed rate periods for which it is offering mortgage loans and, if offered, the current
floating rate.
For a given mortgage loan product and for the same fixed rate period, the originator is required to offer the
same mortgage rate to both new and existing customers with similar risk profiles (as determined among other
things by the loan to income ratio, loan to value ratio and/or the use of a mortgage guarantee).
255
To satisfy its regulatory obligations, the Seller is required at all times to offer the same prevailing mortgage
rate to customers with the same characteristics described above, whether or not the relevant customer is
being offered a new mortgage loan product as a new customer or is an existing customer and the mortgage
rate being offered is required for the purposes of resetting the mortgage rate on that customer’s fixed rate
mortgage loan. The requirement to offer the same rate to all customers also applies if the Seller has sold the
mortgage loan to an Elan Issuer (including the Issuer), but continues to administer the resetting of mortgage
rates in respect of that mortgage loan.
Overview of process for resetting interest rates in respect of mortgage loans
If any mortgage loan is the subject of a rate reset, the Seller is obliged by law to offer the related borrower
proposed interest rates for at least three fixed term periods, each of which will commence on the proposed
reset date and end no later than maturity date of the loan. The Seller will therefore provide Borrowers on an
Interest Reset Proposal Date with Proposed Interest Rates for at least three fixed term periods. In case the
Borrower does not respond to the offered Proposed Interest Rates within the stated response time, the Seller
will determine the fixed term period.
Subject to any future change in law, no Borrower shall be offered a floating interest rate upon reset of a fixed
rate mortgage loan.
Responsibility for operating the interest rate resetting procedures on behalf of the Issuer prior to the
occurrence of a Seller Interest Reset Termination Event
Appointment of the Seller to act on behalf of the Issuer
The better view under Dutch law is that the right to set and reset the interest rate in respect of any mortgage
loan is an ancillary right which is transferred to the Issuer with the related Mortgage Receivable (although
due to a lack of case law it is not possible to be absolutely certain, as a matter of Dutch law, that the right has
transferred until notification of the assignment to the Borrowers). To the extent the interest rate reset right
passes upon the assignment of the Mortgage Receivables to the Issuer or upon the pledge of the Mortgage
Receivables to the Security Trustee, such assignee or pledgee will be bound by the contractual provisions
between the Seller and the Borrower relating to the resetting of interest rates.
Accordingly, the Issuer will in the Mortgage Receivables Purchase Agreement authorise the Seller by way of
mandate (lastgeving) to reset the Mortgage Interest Rates in respect of the Mortgage Loans for the account of
the Issuer, until the notification of the Borrowers of the Assignment following the occurrence of any
Assignment Notification Event (a Seller Interest Reset Termination Event).
The Seller will on behalf of the Issuer determine the Mortgage Interest Rates in respect of any Mortgage
Receivable for the purpose of any reset in accordance with the Seller Interest Rate Policy which is described
below. The Seller will delegate the performance of the interest rate resetting procedures to its agents, the
Elan Portfolio Manager and the Elan Servicer.
Seller Interest Rate Policy
The three key pillars of the Seller Interest Rate Policy which the Seller is required to comply with and take
account of, in connection with its setting and resetting of interest rates are: (1) compliance with applicable
laws and regulations and the terms and conditions of the Mortgage Loans (the General Policy); (2)
consideration of the Seller’s, the Issuer’s and any other Elan Issuer’s weighted average cost of capital,
operating costs and cost of credit (the Cost of Business); and (3) comparison with the rates set by other
market participants (the Market Conditions). If there is any conflict between the three pillars for the
purposes of determining any interest rate in respect of any Mortgage Loan, the General Policy shall have the
256
highest priority and thereafter the Market Conditions, provided that the rate following from the Market
Conditions may not cause a loss to arise in respect of the Seller, the Issuer and any other Elan Issuer.
The order of priority of the relevant pillars applied by the Seller may adversely impact the transaction if the
General Policy requires any interest rate to be lower than the Cost of Business. Please see Proposed Interest
Rates may be lower than the Mortgage Receivables Swap Rates if this is required by the General Policy
below.
The Seller Interest Rate Policy is attached as a schedule to the Mortgage Receivables Purchase Agreement
and a summary of the policy is set out below.
General Policy
The General Policy requires that the reset of the fixed rate of any mortgage loan be subject to and in
accordance with:
(a) the general terms and conditions applicable to the mortgage loans;
(b) any mandatory applicable laws and regulations (including, without limitation, principles of
reasonableness and fairness and competition laws);
(c) any instruction received from any regulatory authority; and
(d) any applicable industry self-regulation (such as the Code of Conduct on Mortgage Loans
(Gedragscode Hypothecaire Financieringen)) adhered to by the Seller from time to time.
Cost of Business
The pillar relating to the Cost of Business requires the fixed rate of any Mortgage Receivable to be reset by
the Seller at a level that would not cause any of the Seller, the Issuer or any Elan Issuer to make losses taking
into account each party’s Cost of Business (i.e. its weighted average cost of capital, operating costs and
reasonable estimate of its cost of credit). The Seller is required to take account of its own Cost of Business
and the Cost of Business of any other Elan Issuer, in addition to the Issuer’s Cost of Business, because the
Seller must offer the same rate to new and current borrowers, whether or not the related mortgage loan is still
owned by the Seller or is only administered by the Seller on behalf of the Issuer or any other Elan Issuer.
The Seller will for the purposes of taking into account its own weighted average cost of capital, operating
costs and reasonable estimate of its cost of credit consider, among other things, the fees, costs and expenses
of its agents from time to time and the historical losses which have arisen in relation to mortgage loans
originated by it. It will also, to take account of its own cost of capital in respect of any mortgage loan which
it wishes to offer any borrower, submit the proposed interest rate to the Elan Lender (or any agent acting on
its behalf) so it can approve the proposed interest rate or suggest alternative pricing. The Elan Lender is
entitled to approve the interest rate or suggest alternative pricing because it is the sole financier of the Seller
and takes full economic exposure to the profits and losses arising from each mortgage loan originated and
owned by the Seller.
The Seller will for the purposes of taking into account the Issuer’s weighted average cost of capital,
operating costs and reasonable estimate of its cost of credit at any time consider the following:
(i) in respect of the Issuer’s weighted average cost of capital: (A) The Mortgage Receivables Swap
Rate for the Fixed Rate Mortgage Receivables at that time: and (B) the rate at that time equal to the
lower of (i) the Portfolio Excess Spread as at the Closing Date, and (ii) the Portfolio Excess Spread
as at the most recent Mortgage Calculation Date;
257
(ii) in respect of the Issuer’s operating costs, the Issuer’s senior transaction expenses at that time (i.e.,
items (a), (b) and (c) of the Revenue Priority of Payments); and
(iii) in respect of the Issuer’s reasonable estimate cost of credit, the Issuer’s expected Realised Losses at
that time.
The Portfolio Excess Spread referred to in sub-paragraph (i) above means on any day the difference
(expressed as a percentage) between (i) the weighted average Mortgage Interest Rate of all Fixed Rate
Mortgage Receivables in the portfolio and (ii) the weighted average Mortgage Receivables Swap Rate of all
Fixed Rate Mortgage Receivables in the portfolio.
If the Seller is required to reset the fixed rate of any Fixed Rate Mortgage Receivable and at that time the
Seller is also setting or resetting the interest rate in respect of any other mortgage loan it is originating (or
otherwise administrating on behalf of another Elan Issuer), it will be required to take account of the highest
Cost of Business in respect of the Issuer, the Seller (if it is originating a mortgage loan at that time) and any
relevant Elan Issuer (if at that time it is resetting the interest rate of any mortgage loan owned by that Elan
Issuer) to ensure that no party makes a loss after taking into account that party’s weighted average cost of
capital, operating costs and reasonable estimate of cost of credit. Accordingly, the interest rate offered to any
Borrower in respect of any rate reset will be determined on the assumption that the highest Cost of Business
out of the Issuer, the Seller or any relevant Elan Issuer is to be reflected in the relevant reset rate and any rate
shall always be reset subject to, and in accordance with the Seller Interest Rate Policy and applicable laws,
including, without limitation, principles of reasonableness and fairness, competition laws and the Mortgage
Conditions.
Market Conditions
The Seller shall, unless it is required to do so in accordance with the General Policy or the guidelines below
would lead to a loss of the Seller, the Issuer and any other Elan Issuer, reset the fixed rate of each Fixed Rate
Mortgage Receivable in accordance with the following guidelines relating to Market Conditions:
(a) the fixed Mortgage Interest Rates shall be reset primarily taking into account the capital market
conditions, the cost of funds, the size of the portfolio of the Seller, the profit margin, the interests of
the Elan Servicer and other relevant criteria to be determined by the Seller;
(b) the fixed Mortgage Interest Rates offered by the Seller shall not be lower than 15 basis points in
comparison to the fixed mortgage loan interest rate for substantively similar mortgage loans offered
by the Price Leader according to www.hypotheekbond.nl;
(c) the fixed Mortgage Interest Rates shall, in comparison to substantively similar products, not be
higher than:
• 50 basis points above the average of the fixed mortgage loan interest rates for the
corresponding Mortgage Buckets offered by the mortgage credit providers ranked numbers
4-8 in terms of lowest rates according to www.hypotheekbond.nl for fixed mortgage loan
interest periods up to and including 10 (ten) years; and
• 100 basis points above the average of the fixed mortgage loan interest rates for the
corresponding Mortgage Buckets offered by the mortgage credit providers ranked numbers
4-8 in terms of lowest rates according to www.hypotheekbond.nl for fixed mortgage loan
interest periods longer than 10 (ten) years;
258
(d) if the website www.hypotheekbond.nl is no longer available or updated on a regular basis in line
with market standards, an equivalent source of market mortgage interest rates will be agreed upon
between the Seller and the Elan Servicer at such time; and
(e) it being understood that if for any particular group of substantively similar products there is either an
unusually low or an unusually high number of lenders offering such product, parties may agree on an
alternative reference rate,
provided that Borrowers with the same risk profile will be offered the same fixed Mortgage Interest Rates
and the same interest periods.
Permitted changes to the Seller Interest Rate Policy
The Seller is entitled to make certain amendments to the Seller Interest Rate Policy from time to time
without the consent of the Issuer. However, no amendments may be made to the General Policy pillar and
any amendments in respect of the Cost of Business pillar to the extent that would amend the requirement for
the Seller to take into account the Issuer’s Cost of Business.
Responsibility for operating the interest rate resetting procedures on behalf of the Issuer following the
occurrence of a Seller Interest Reset Termination Event
Appointment of the Portfolio Manager to act on behalf of the Issuer
Upon a Seller Interest Reset Termination Event, the Seller’s authority to set and determine the Mortgage
Interest Rates shall terminate immediately and the Portfolio Manager will reset the Mortgage Interest Rates
on behalf of the Issuer on the terms set out in the Interest Rate Reset Agreement.
The Portfolio Manager will on behalf of the Issuer determine the Mortgage Interest Rates in respect of any
Mortgage Receivable for the purpose of any reset in accordance with the Portfolio Manager Interest Rate
Policy and the Mortgage Conditions of the relevant Mortgage Receivable, subject to applicable laws
(including, without limitation, principles of reasonableness and fairness and competition laws).
Portfolio Manager Interest Rate Policy
The Portfolio Manager Interest Rate Policy is attached as a schedule to the Portfolio Management
Agreement and the policy is in all material respects identical to the Seller Interest Rate Policy, other than that
the Portfolio Manager is required to reset the Mortgage Interest Rates by reference only to the Issuer’s
weighted average cost of capital, operating costs and reasonable estimate of cost of credit to prevent the
Issuer from making losses, whereas the Seller Interest Rate Policy requires the Seller to reset the Mortgage
Interest Rates by reference to each of the Seller’s, the Issuer’s or any Elan Issuer’s (as applicable) weighted
average cost of capital, operating costs and reasonable estimate of cost of credit to ensure no party incurs any
loss.
Mortgage Receivable Swap Rate
As described above, a key input to take account of the Issuer’s weighted average cost of capital in respect of
any proposed reset of any fixed rate applicable to any Mortgage Receivable is for the Seller or the Portfolio
Manager, as the case may be, to receive the proposed Mortgage Receivable Swap Rates prior to any
proposed interest rates being offered to the relevant Borrower. The timing and process for obtaining the
Mortgage Receivable Swap Rates to the Seller or the Portfolio Manager (as applicable) is described in more
detail below.
259
The Mortgage Receivable Swap Rate means in respect of a Fixed Rate Mortgage Receivable and a
Mortgage Receivable Reset Date to be submitted to the Seller or the Portfolio Manager, as the case may be,
by the Back Swap Provider or the Swap Counterparty, respectively:
(a) at any time prior to the termination of the Back Swap Agreement, the fixed rate of interest
determined by the Back Swap Provider in respect of that Mortgage Receivable, which the
Back Swap Provider has undertaken to the Swap Counterparty to be a rate determined on the
terms described in paragraph (b) below (and for this purpose, any reference to “Swap
Counterparty” shall be construed as reference to Back Swap Provider); and
(b) at any time after the termination of the Back Swap Agreement, the fixed rate of interest that
the Swap Counterparty would be willing to accept and receive from a counterparty as the
swap rate under a balance guaranteed interest rate swap transaction entered into between the
parties at that time with the same characteristics as the Issuer, including for the avoidance of
doubt the same credit support annex and ISDA schedule, which takes account of:
(i) the fixed term of the swap transaction;
(ii) the Euribor swap curve (i.e. a curve reflecting fixed rates (the swap rates) that would
be payable under market standard euro-denominated interest rate swap transactions
under which one party pays fixed and the other party pays three month Euribor over
different tenors) to which the Swap Counterparty makes reference at that time;
(iii) the costs of the Swap Counterparty entering into the swap transaction (including, its
own hedging costs); and
(iv) the gross profit which the Swap Counterparty is required to make in connection with
the transaction equal to the swap intermediation fee fixed as at the Closing Date,
in consideration of the Swap Counterparty’s offer and payment to that counterparty under
the balance guaranteed interest rate swap transaction of a rate of interest calculated by
reference to Euribor for three month deposits, such rates of interest to be applied to the
relevant notional amount under the swap transaction, being an amount equal to the principal
balance of the relevant Mortgage Receivable from time to time, to determine the scheduled
payments to be made between the parties on a net basis in accordance with the terms of the
transaction.
The weighted average Mortgage Receivable Swap Rate as at the Cut-Off Date (including the fixed fee
calculated in accordance with subparagraph (iv) above), is 1.0877 per cent.
The weighted average of the at-the-money vanilla swap rates of the Mortgage Receivables (calculated at
time of origination of such Mortgage Receivables) is 0.627 per cent.
Proposed Interest Rates may be lower than the Mortgage Receivables Swap Rates if this is required by the
General Policy
Although the Seller and the Portfolio Manager will have regard to the Mortgage Receivable Swap Rates
determined by the Back Swap Provider or the Swap Counterparty, as the case may be, and the three pillars
described in the paragraph headed “Seller Interest Rate Policy” above in determining the Proposed Interest
Rates, if there is any conflict with the General Policy, the General Policy will always prevail. As a result, the
Mortgage Interest Rates set in connection with an interest rate reset could be lower than the Mortgage
Receivable Swap Rate payable by the Issuer to the Swap Counterparty under the swap interest rates.
260
Please refer to the Risk Factors under “Risks relating to the procedure for resetting interest rates in respect
of Mortgage Receivables purchased by the Issuer” for a description of risks for Noteholders.
Timeline for obtaining Mortgage Receivable Swap Rates
The timeline for obtaining Mortgage Receivable Swap Rates for the purpose of resetting the Mortgage
Interest Rate in respect of any Fixed Rate Mortgage Receivable on its related Interest Reset Date is as
follows, whereby (i) T = Interest Reset Determination Date, and (ii) T-10 and -3 refer to the number of
Business Days prior to or succeeding (as relevant) the Interest Reset Determination Date:
(a) on the first day of the calendar month (or the next Business Day if such day is not a Business Day)
preceding the Interest Reset Proposal Date for that Fixed Rate Mortgage Receivable, the Seller or the
Portfolio Manager, as the case may be, will request from the Swap Counterparty (who prior to a Seller
Interest Rate Termination Event shall on such date request the same from the Back Swap Provider),
the indicative quotes for the Mortgage Receivable Swap Rate for at least three separate fixed term
periods, each of which would begin on the Interest Reset Date and end no later than the original
maturity of the relevant Fixed Rate Mortgage Receivable;
(b) no later than T-10: the Swap Counterparty will provide the Seller or Portfolio Manager, as the case
may be, with the indicative quotes for the relevant Mortgage Receivable Swap Rates; and
(c) T-3: Prior to 12.00 CET the Swap Counterparty will ensure that the Seller or the Portfolio Manager, as
the case may be, receives from the Swap Counterparty firm quotes for the Mortgage Receivable Swap
Rate for each of the requested fixed rate interest periods or loan term to maturity.
The timeline set out above for obtaining a Mortgage Receivable Swap Rates may be adjusted from time to
time in order to comply with mandatory provisions of applicable law and regulations.
Notification of Mortgage Receivable Swap Rates for the purpose of resetting Mortgage Interest Rates
At any time prior to the termination of the Back Swap Agreement, the Mortgage Receivable Swap Rates as
determined by the Back Swap Provider will be notified to the Seller. The Seller shall inform the Issuer and
the Elan Servicer of interest rates to be offered to the Borrowers accordingly.
At any time on or after the termination of the Back Swap Agreement, the Mortgage Receivable Swap Rates
as determined by the Swap Counterparty will be notified to Portfolio Manager. The Portfolio Manager shall
inform the Issuer and the Servicer of interest rates to be offered to the Borrowers accordingly.
261
8. GENERAL
1. The issue of the Notes has been authorised by a resolution of the managing director of the Issuer
passed on 22 August 2017.
Application has been made for the Notes to be admitted to the official list and trading on the
regulated market of Euronext Amsterdam. The estimated expenses relating to the admission to
trading of the Notes on the regulated market of Euronext Amsterdam are approximately EUR
24,900.
2. The Class A Notes have been accepted for deposit taking and settlement through Euroclear and
Clearstream, Luxembourg and will bear common code 162619276 and ISIN XS1626192766.
3. The Class B Notes have been accepted for deposit taking and settlement through Euroclear and
4. The Class C Notes have been accepted for deposit taking and settlement through Euroclear and
5. The Class D Notes have been accepted for deposit taking and settlement through Euroclear and
6. The Class E Notes have been accepted for deposit taking and settlement through Euroclear and
7. The Class F Notes have been accepted for deposit taking and settlement through Euroclear and
8. The Class RS Notes have been accepted for deposit taking and settlement through Euroclear and
9. The addresses of the clearing systems are: Euroclear, 1 Boulevard de Roi Albert II, 1210 Brussels,
Belgium and Clearstream, Luxembourg, 42 Avenue J.F. Kennedy, L-1855 Luxembourg.
10. There has been no material adverse change in the financial position or prospects of the Issuer since
its incorporation on 13 April 2017.
11. There are no legal, arbitration or governmental proceedings and neither the Issuer nor the
Shareholder is aware of any such proceedings which may have, or have had, significant effects on
the Issuer’s or, as the case may be, the Shareholder’s financial position or profitability nor, so far as
the Issuer and/or the Shareholder is/are aware, are any such proceedings pending or threatened
against the Issuer or the Shareholder, respectively, in the previous twelve months.
12. As long as any of the Notes are outstanding, copies of the following documents may be inspected at
the specified offices of the Security Trustee and the Paying Agent during normal business hours and
will be available either in physical or in electronic form, as the case may be:
(i) the Deed of Incorporation of the Issuer, including its Articles of Association;
(ii) the Mortgage Receivables Purchase Agreement;
(iii) the Deed of Assignment and Pledge;
262
(iv) the Paying Agency Agreement;
(v) the Trust Deed (which includes further guidance on the exercise of the Portfolio Call
Option and Remarketing Call Option);
(vi) the Parallel Debt Agreement;
(vii) the Issuer Rights Pledge Agreement;
(viii) the Issuer Mortgage Receivables Pledge Agreement;
(ix) the Servicing Agreement;
(x) the Portfolio Management Agreement;
(xi) the Administration Agreement;
(xii) the Issuer Account Agreement;
(xiii) the Master Definitions Agreement;
(xiv) the Swap Agreement;
(xv) the Interest Rate Reset Agreement;
(xvi) the Collection Foundation Agreements;
(xvii) the Deed of Charge; and
(xviii) the Swap Collateral Custodian Agreement.
13. A copy of the Prospectus (in print) will be available (free of charge) at the registered office of the
Issuer, the Security Trustee and the Paying Agent and in electronic form on
www.dutchsecuritisation.nl.
14. The Issuer has not yet commenced operations and as of the date of this Prospectus no financial
statements have been produced. As long as the Notes are listed on Euronext Amsterdam, the most
recent audited annual financial statements of the Issuer will be made available, free of charge from
the specified offices of the Security Trustee and of the Paying Agent. The Issuer does not publish
interim accounts.
15. U.S. tax legend:
The Notes (other than the Temporary Global Notes) will bear a legend to the following effect: ‘Any
United States person who holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal
Revenue Code’.
16. The Issuer, or the Issuer Administrator on its behalf, will provide the following post-issuance
transaction information on the transaction described in this Prospectus, which information, once
made available, will remain available until the Class A Notes are redeemed in full:
263
a. on a monthly basis, a Portfolio and Performance Report, which includes information on the
performance of the Mortgage Receivables, including the arrears and the losses, and which
can be obtained at www.dutchsecuritisation.nl (or any other website as disclosed by the
Issuer);
b. on each Notes Payment Date, a Notes and Cash Report, which includes information on the
Mortgage Receivables and on the Notes, which will contain a glossary of the defined terms,
and which can be obtained at www.dutchsecuritisation.nl (or any other website as disclosed
by the Issuer); and
c. loan-by-loan information, which information can be obtained (i) prior to the issue date upon
request from the Seller and (ii) after the issue date at the website of the European
DataWarehouse http://www.eurodw.eu/edwin.html, and which will be updated within one
month after each Notes Payment Date.
17. Intertrust Administrative Services B.V., as Issuer Administrator on behalf of the Issuer, will make
available to investors, from the issue date until the Notes are redeemed in full, a cash flow model of
the transaction described in this Prospectus, via Bloomberg.
18. The accountants at Deloitte Accountants B.V. are registered accountants (registeraccountants) and
are a member of the Netherlands Institute for Registered Accountants (NBA).
19. Important Information and responsibility statements:
The Issuer is responsible for the information contained in this Prospectus. To the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information. The Issuer accepts such responsibility accordingly.
Any information from third parties contained and specified as such in this Prospectus has been
accurately reproduced and as far as the Issuer is aware and is able to ascertain from information
published by that third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading. The Issuer accepts such responsibility accordingly.
In addition to the Issuer, the Seller is also responsible for the information contained in the following
sections of this Prospectus: paragraph Portfolio Information in Section 1.6 (Overview), Section 3.4
(the Seller) and Section 6.1 (Stratification Tables), Section 6.2 (Description of the Mortgage Loans)
and Section 6.3 (Origination and Servicing), To the best of the Seller’s knowledge and belief
(having taken all reasonable care to ensure that such is the case) the information contained in these
paragraphs and sections, as applicable, is in accordance with the facts and does not omit anything
likely to affect the import of such information. The Seller accepts responsibility accordingly.
In addition to the Issuer, the Servicer is also responsible for the information in respect of it contained
in Section 3.5 (Servicer) of this Prospectus. To the best of its knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information in respect of it contained in Section
3.5 (Servicer) is in accordance with the facts and does not omit anything likely to affect the import
of such information. The Servicer accepts responsibility accordingly.
In addition to the Issuer, the Portfolio Manager is also responsible for the information in respect of it
contained in Section 3.7 (Portfolio Manager) of this Prospectus. To the best of its knowledge and
belief (having taken all reasonable care to ensure that such is the case), the information in respect of
it contained in Section 3.7 (Portfolio Manager) is in accordance with the facts and does not omit
264
anything likely to affect the import of such information. The Portfolio Manager accepts
responsibility accordingly.
In addition to the Issuer, the Swap Counterparty is also responsible for the information in respect of
it contained in Section 3.8 (Swap Counterparty) of this Prospectus. To the best of its knowledge and
belief (having taken all reasonable care to ensure that such is the case), the information in respect of
it contained in Section 3.8 (Swap Counterparty) is in accordance with the facts and does not omit
anything likely to affect the import of such information. The Swap Counterparty accepts
responsibility accordingly.
In addition to the Issuer, the Swap Collateral Custodian is also responsible for the information in
respect of it contained in Section 3.9 (Swap Collateral Custodian) of this Prospectus. To the best of
its knowledge and belief (having taken all reasonable care to ensure that such is the case), the
information in respect of it contained in Section 3.9 (Swap Collateral Custodian) is in accordance
with the facts and does not omit anything likely to affect the import of such information. The Swap
Collateral Custodian accepts responsibility accordingly.
In addition to the Issuer, the Retention Holder is also responsible for the information in respect of it
contained in the paragraphs relating to retention and disclosure requirements under the EU Risk
Retention Requirements and the U.S. Risk Retention Requirements. To the best of the Retention
Holder's knowledge and belief (having taken all reasonable care to ensure that such is the case) the
information in respect of it contained in these paragraphs and sections, as applicable is in accordance
with the facts and does not omit anything likely to affect the import of such information. The
Retention Holder accepts responsibility accordingly.
The defined terms used in this Glossary of Defined Terms, to the extent applicable, conform to the standard
published by the Dutch Securitisation Association (See Section 4.4 (Regulatory and Industry Compliance))
(the RMBS Standard). However, certain deviations from the defined terms used in the RMBS Standard are
denoted in the below as follows:
 if the defined term is not included in the RMBS Standard definitions list and is an additional
definition, by including the symbol ‘+’ in front of the relevant defined term;
 if the defined term deviates from the definition as recorded in the RMBS Standard definitions list, by
including the symbol ‘*’ in front of the relevant defined term;
 if the defined term is not between square brackets in the RMBS Standard definitions list and is not
used in this Prospectus, by including the symbol ‘NA’ in front of the relevant defined term.
8.2 Definitions
Except where the context otherwise requires, the following defined terms used in this Prospectus have the
meaning set out below:
+ ABN AMRO means ABN AMRO Bank N.V.;
+ Account Bank means each of the Issuer Account Bank and the Swap Collateral Custodian;
+ Account Provider Requisite Credit Rating means the rating of:
(a) ‘F1’ (short-term issuer default rating) or ‘A’ (long-term issuer default rating) by Fitch;
265
(b) ‘A2’ (long-term rating) or ‘P-1’ (short-term rating) by Moody’s;
Administration Agreement means the administration agreement between the Issuer, the
Issuer Administrator and the Security Trustee dated the Signing Date;
+ Additional Loan Part means the loan part of a New Ported Mortgage Loan for the part
exceeding the outstanding principal balance of the related Portable Mortgage Loan;
+ Additional Loan Part Receivable mean the Mortgage Receivable resulting from an
Additional Loan Part;
AFM means the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële
Markten);
+ Aggregate Construction Deposit Amount means on any day the aggregate of the
Construction Deposits in respect of all Mortgage Loans at close of business on such day;
AIFMD means the Directive No 2011/61/EU of the European Parliament and of the Council
of 8 June 2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010;
* AIFMR means section 5 of the Commission Delegated Regulation No 231/2013 of 19

December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the
Council with regard to exemptions, general operating conditions, depositaries, leverage,
transparency and supervision, as amended;
All Moneys Mortgage means any mortgage right (hypotheekrecht) which secures not only the
loan granted to the Borrower to purchase the mortgaged property, but also any other liabilities
and moneys that the Borrower, now or in the future, may owe to the Seller either (i) regardless
of the basis of such liability or (ii) under or in connection with the credit relationship
(kredietrelatie) of the Borrower and the Seller;
All Moneys Pledge means any right of pledge (pandrecht) which secures not only the loan
granted to the Borrower to purchase the mortgaged property, but also any other liabilities and
moneys that the Borrower, now or in the future, may owe to the Seller either (i) regardless of
the basis of such liability or (ii) under or in connection with the credit relationship
(kredietrelatie) of the Borrower and the Seller;
All Moneys Security Rights means any All Moneys Mortgages and All Moneys Pledges
collectively;
+ Amortisation Condition is the condition that the Outstanding Principal Amount of Mortgage
Receivables, excluding the amount of Construction Deposits that are yet to be disbursed, at the
last day of the immediately preceding Notes Calculation Period is less than 50 per cent. of the
Outstanding Principal Amount of the Mortgage Receivables, excluding the amount of
Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, provided that:
(i) none of the Seller, the Servicer or the Portfolio Manager is in default under any of the
(ii) no Swap Termination Event has occurred;
266
(iii) there is no debit balance outstanding on the Principal Deficiency Ledger or no debit
balance will be outstanding on the immediately succeeding Notes Calculation Date
taking into account calculations performed in accordance with the Redemption Priority
of Payments; and
(iv) the aggregate of the Realised Losses does not exceed 0.75 per cent. of the Outstanding
Principal Amount of Mortgage Receivables as at the Cut-Off Date;
* Annuity Mortgage Loan means a mortgage loan or part thereof in respect of which the
Borrower pays a constant total monthly payment, made up of an initially high and
subsequently decreasing interest portion and an initially low and subsequently increasing
principal portion, and calculated in such a manner that such Mortgage Loan will be fully
redeemed at the end of its term;
Arranger means Goldman Sachs International;
+ Assignment Actions means any of the actions specified as such in Section 7.1 (Purchase,
Repurchase and Sale) of this Prospectus;
+ Assignment means the transfer of the legal title to the Mortgage Receivables from the Seller to
the Issuer by way of undisclosed assignment (stille cessie) by means of a private deed of
assignment which is registered on the Closing Date with the Dutch tax authorities;
Assignment Notification Event means any of the events specified as such in Section 7.1
(Purchase, Repurchase and Sale) of this Prospectus;
+ Assignment Notification Stop Instruction means on any Business Day following the
occurrence of an Assignment Notification Event a written notice to the Seller (copied to the
Issuer) instructing the Seller not to undertake the Assignment Actions or to take any actions
other than the Assignment Actions in accordance with the provisions specified in Section 7.1
(Purchase, Repurchase and Sale) of this Prospectus;
+ Available Further Advance, Additional Loan Part and Unsold Property Portable
Mortgage Deposit Amount means an amount equal to the lower of (a) the sum of (i) the
amount standing to the balance of the Further Advance, Additional Loan Part and Unsold
Property Portable Mortgage Account at the immediately preceding Notes Payment Date and
(ii) the amount of unscheduled principal prepayments or repayments in respect of the
Mortgage Receivables in the immediately preceding Notes Calculation Period, and (b) the
product of (i) the aggregate Outstanding Principal Amount of the Mortgage Receivables at the
end of the immediately preceding Notes Calculation Period and (ii) 1 − (1 − 1.5%)(1/4)
(quarterly equivalent of 1.5% CPR), provided that on the first Notes Payment Date the Further
Advance, Additional Loan Part and Unsold Property Portable Mortgage Account will be
credited for an amount equal to the lower of (a) the unscheduled principal prepayments or
repayments in respect of the Mortgage Receivables in the immediately preceding Notes
Calculation Period and (b) the product of (i) the aggregate Outstanding Principal Amount of
the Mortgage Receivables at the end of the immediately preceding Notes Calculation Period
and (ii) 1 − (1 − 1.5%)(1/4) (quarterly equivalent of 1.5% CPR);
+ Available Portability Deposit Amount means the principal repayment amount of the relevant
Portable Mortgage Loan in the Sold Property Portable Mortgage Account;
267
Available Principal Funds has the meaning ascribed thereto in Section 5.1 (Available Funds)
of this Prospectus;
Available Revenue Funds has the meaning ascribed thereto in Section 5.1 (Available Funds)
of this Prospectus;
+ Back Swap Agreement means the back swap agreement dated 23 August 2017 entered into
between the Swap Counterparty and the Back Swap Provider;
+ Back Swap Provider means Goldman Sachs International;
+ Back Swap Transaction means the swap transaction governed by the Back Swap Agreement
and evidenced by a confirmation dated 23 August 2017;
+ Back-up Servicer Facilitator means BNP Paribas Securities Services, Luxembourg Branch,
or any substitute or successor appointed from time to time;
Basel II means the capital accord under the title “Basel II: International Convergence of
Capital Measurement and Capital Standards Revised Framework” published on 26 June 2004
by the Basel Committee on Banking Supervision;
Basel III means the capital accord amending Basel II under the title “Basel III: a global
regulatory framework for more resilient banks and banking systems” published in December
2010 by the Basel Committee on Banking Supervision;
* Basic Terms Change means, in respect of Notes of one or more Class or Classes, as the case
may be, a change (i) of the date of maturity of the relevant Notes, (ii) which would have the
effect of postponing the day on which payment of interest or principal in respect of any of the
relevant Notes is due, (iii) of the amount of principal payable in respect of the relevant Notes,
(iv) of the rate of interest, if any, applicable in respect of the relevant Notes, (v) of the Revenue
Priority of Payments, the Redemption Priority of Payments or the Post-Enforcement and Call
Option Exercise Priority of Payments, (vi) in the definition of Basic Terms Change, (vii) of the
quorum or majority required to pass an Extraordinary Resolution or (viii) or the provisions for
meetings of Noteholders as set out in Schedule 1 to the Trust Deed;
+ Beneficiary means a beneficiary under the Receivables Proceeds Distribution Agreement;
Beneficiary Rights means all claims which the Seller has vis-à-vis the relevant Insurance
Company in respect of a Risk Insurance Policy, under which the Seller has been appointed by
the Borrower as beneficiary (begunstigde) in connection with the relevant Mortgage
Receivable;
BKR means National Office for Credit Registration (Bureau Krediet Registratie);
+ BNG Fee Letter means the fee letter between the Issuer Account Bank, the Issuer and the
Security Trustee dated 23 August 2017;
+ BNP Luxembourg means BNP Paribas Securities Services, Luxembourg Branch;
Borrower means the debtor or debtors, including any jointly and severally liable co-debtor or
co-debtors, to a Mortgage Loan;
268
Borrower Insurance Pledge means a right of pledge (pandrecht) created in favour of the
Seller providing for the rights of the relevant pledgor against the relevant Insurance Company
under the relevant Risk Insurance Policy securing the relevant Mortgage Receivable;
* Borrower Pledge means a right of pledge (pandrecht) securing the relevant Mortgage
Receivable, including a Borrower Insurance Pledge;
* Business Day means (i) when used in the definition of Notes Payment Date and in Condition
4(e) (Euribor), a TARGET 2 Settlement Day, provided that such day is also a day on which
commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in Amsterdam
and London and (ii) in any other case, a day on which banks are generally open for business in
Amsterdam;
+ Class A Initial Reserve Account Required Amount means an amount equal to 0.800 per
cent. of the Outstanding Principal Amount of the Mortgage Receivables, excluding the amount
of Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class
A Notes have been fully redeemed, in which case the Class A Initial Reserve Account
Required Amount will be zero;
+ Class A Notes means the EUR 233,900,000 Class A mortgage-backed notes 2017 due October
2055;
+ Class A Ongoing Reserve Account Required Amount means the higher of (a) 0.800 per
cent. of the Outstanding Principal Amount of Mortgage Receivables, excluding the amount of
Construction Deposits that are yet to be disbursed, on the last day of the immediately
preceding Notes Calculation Period and (b) 0.400 per cent. of the Outstanding Principal
Amount of Mortgage Receivables, excluding the amount of Construction Deposits that are yet
to be disbursed, as at the Cut-Off Date, unless the Class A Notes have been fully redeemed, in
which case the Class A Ongoing Reserve Account Required Amount will be zero;
+ Class A Reserve Account Required Amount means the Class A Initial Reserve Account
Required Amount until the Amortisation Condition is met and the Class A Ongoing Reserve
+ Class A Reserve Ledger means the reserve ledger relating to the Class A Notes;
+ Class A Subordinated Interest Deficiency Ledger means the Subordinated Interest

Deficiency Ledger in respect of the Class A Notes;
+ Class B Initial Reserve Account Required Amount means an amount equal to 0.482 per
of Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class B
Notes have been fully redeemed, in which case the Class B Initial Reserve Account Required
Amount will be zero;
+ Class B Notes means the EUR 3,800,000 Class B mortgage-backed notes 2017 due October
2055;
+ Class B Ongoing Reserve Account Required Amount means the higher of (a) 0.482 per
269
to be disbursed, as at the Cut-Off Date, unless the Class B Notes have been fully redeemed, in
which case the Class B Ongoing Reserve Account Required Amount will be zero;
+ Class B Reserve Account Required Amount means the Class B Initial Reserve Account
Required Amount until the Amortisation Condition is met and the Class B Ongoing Reserve
+ Class B Reserve Ledger means the reserve ledger relating to the Class B Notes;
+ Class B Senior Interest Deficiency Ledger means the Senior Interest Deficiency Ledger in
respect of the Class B Notes;
+ Class B Subordinated Interest Deficiency Ledger means the Subordinated Interest

Deficiency Ledger in respect of the Class B Notes;
+ Class C Initial Reserve Account Required Amount means an amount equal to 0.033 per
of Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class C
Notes have been fully redeemed, in which case the Class C Initial Reserve Account Required
+ Class C Notes means the EUR 7,600,000 Class C mortgage-backed notes 2017 due October
2055;
+ Class C Ongoing Reserve Account Required Amount means the higher of (a) 0.033 per
to be disbursed, as at the Cut-Off Date, unless the Class C Notes have been fully redeemed, in
which case the Class C Ongoing Reserve Account Required Amount will be zero;
+ Class C Reserve Account Required Amount means the Class C Initial Reserve Account
Required Amount until the Amortisation Condition is met and the Class C Ongoing Reserve
+ Class C Reserve Ledger means the reserve ledger relating to the Class C Notes;
+ Class C Senior Interest Deficiency Ledger means the Senior Interest Deficiency Ledger in
respect of the Class C Notes;
+ Class C Subordinated Interest Deficiency Ledger means the Subordinated Interest

Deficiency Ledger in respect of the Class C Notes;
+ Class D Initial Reserve Account Required Amount means an amount equal to 0.011 per
of Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class
D Notes have been fully redeemed, in which case the Class D Initial Reserve Account
Required Amount will be zero;
270
+ Class D Notes means the EUR 2,600,000 Class D mortgage-backed notes 2017 due October
2055;
+ Class D Ongoing Reserve Account Required Amount means the higher of (a) 0.011 per
to be disbursed, as at the Cut-Off Date, unless the Class D Notes have been fully redeemed, in
which case the Class D Ongoing Reserve Account Required Amount will be zero;
+ Class D Reserve Account Required Amount means the Class D Initial Reserve Account
Required Amount until the Amortisation Condition is met and the Class D Ongoing Reserve
+ Class D Reserve Ledger means the reserve ledger relating to the Class D Notes;
+ Class D Senior Interest Deficiency Ledger means the Senior Interest Deficiency Ledger in
respect of the Class D Notes;
+ Class D Subordinated Interest Deficiency Ledger means the Subordinated Interest

Deficiency Ledger in respect of the Class D Notes;
+ Class E Initial Reserve Account Required Amount means an amount equal to 0.011 per
of Construction Deposits that are yet to be disbursed, as at the Cut-Off Date, unless the Class E
Notes have been fully redeemed, in which case the Class E Initial Reserve Account Required
+ Class E Notes means the EUR 2,600,000 Class E mortgage-backed notes 2017 due October
2055;
+ Class E Ongoing Reserve Account Required Amount means the higher of (a) 0.011 per
to be disbursed, as at the Cut-Off Date, unless the Class E Notes have been fully redeemed, in
which case the Class E Ongoing Reserve Account Required Amount will be zero;
+ Class E Reserve Account Required Amount means the Class E Initial Reserve Account
Required Amount until the Amortisation Condition is met and the Class E Ongoing Reserve
+ Class E Reserve Ledger means the reserve ledger relating to the Class E Notes;
+ Class E Senior Interest Deficiency Ledger means the Senior Interest Deficiency Ledger in
respect of the Class E Notes;
+ Class E Subordinated Interest Deficiency Ledger means the Subordinated Interest

Deficiency Ledger in respect of the Class E Notes;
271
Class F Notes means the EUR 5,100,000 Class F mortgage-backed notes 2017 due October
2055;
+ Class F Senior Interest Deficiency Ledger means the Senior Interest Deficiency Ledger in
respect of the Class F Notes;
+ Class F Subordinated Interest Deficiency Ledger means the Subordinated Interest

Deficiency Ledger in respect of the Class F Notes;
+ Class RS Note Amount has the meaning ascribed thereto in Condition 4(j) (Interest);
+ Class RS Notes means the EUR 40,000,000 Class RS notes 2017 due October 2055;
+ Class RS Notes Interest Amount means, prior to the delivery of an Enforcement Notice, an
amount equal to the Available Revenue Funds remaining after all items ranking above item
(dd) of the Revenue Priority of Payments have been paid in full;
Clearstream, Luxembourg means Clearstream Banking, S.A.;
Closing Date means 5 September 2017 or such later date as may be agreed between the Issuer
and the Joint Lead Managers;
+ Code means the U.S. Internal Revenue Code of 1986;
* Code of Conduct means the Mortgage Code of Conduct (Gedragscode Hypothecaire

Financieringen) introduced in January 2007 by the Dutch Association of Banks (Nederlandse
Vereniging van Banken), as amended from time to time;
+ Collection Foundation means Stichting Elan Woninghypotheken Ontvangsten;
+ Collection Foundation Account means the bank account with the Collection Foundation
Account Provider with number NL89ABNA0449424790 or any bank account with a successor
Collection Foundation Account Provider replacing this account;
+ Collection Foundation Account Provider means ABN AMRO Bank N.V. or any substitute
or successor appointed from time to time;
+ Collection Foundation Account Provider Requisite Credit Rating means the rating of:
(a) ‘F1’ (short-term issuer default rating) or ‘A’ (long-term issuer default rating) by Fitch;
(b) ‘A2(cr)’ (long term counterparty risk assessment) or ‘P-1(cr)’ (short term
counterparty risk assessment) by Moody’s;
+ Collection Foundation Administrator means Quion Services B.V. or any substitute or

successor appointed from time to time;
+ Collection Foundation Account Pledge Agreement means the collection foundation account
pledge agreement between, amongst others, the Issuer, the Security Trustee, the Seller and the
Collection Foundation dated the Signing Date;
+ Collection Foundation Agreements means the Collection Foundation Account Pledge
272
Agreement and the Receivables Proceeds Distribution Agreement and any accession notices in
relation thereto;
+ Compensation Ledger means the ledger of the Collection Foundation Account created for the
purpose of recording any compensation payments payable by the Elan Servicer to the Issuer in
relation to a breach of Mortgage Loan Criteria or of any representations and warranties made
in respect of any Mortgage Receivable, irrespective of whether it constitutes a Key
Representation;
+ Compensation Notice means a written notice of the Issuer to the Elan Servicer of its intention
to make a claim for payment of the Pre-agreed Compensation Amount;
+ Compensation Payments means the compensation amounts the Elan Servicer is obliged to
pay to the Issuer in relation to a breach of Mortgage Loan Criteria or of any representations
and warranties made in respect of any Mortgage Receivable, irrespective of whether it
constitutes a Key Representation;
+ Composition Covenant Event means the event that the Pool is not in compliance with the
Composition Covenants;
+ Composition Covenants means Pool Level Conditions (a), (b), (f), (h), (i) and (n);
Conditions means the terms and conditions of the Notes set out in Schedule 5 to the Trust
Deed as from time to time modified in accordance with the Trust Deed and, with respect to any
Notes represented by a Global Note, as modified by the provisions of the relevant Global Note;
Construction Deposit means in respect of a Mortgage Loan, that part of the Mortgage Loan
which the relevant Borrower requested to be withheld by the Seller, the proceeds of which may
be applied towards construction of, or improvements to, the relevant Mortgaged Asset;
Construction Deposit Account means the bank account of the Issuer designated as such in the
Issuer Account Agreement;
+ Construction Deposit Amount means on any day the Construction Deposit relating to a
Further Advance or New Ported Mortgage Loan at close of business on such day;
+ Construction Mortgage Loan means a Mortgage Loan in relation to which a part of the
Mortgage Loan is withheld by the Seller as a Construction Deposit by the relevant Borrower;
+ Cost of Business means the pillar of the Interest Rate Policies which the Seller or the Portfolio
Manager, as the case may be, takes into account in consideration of the Seller’s, the Issuer’s
and any other Elan Issuer’s, as the case may be, weighted average cost of capital, operating
costs and cost of credit;
Coupons means the interest coupons appertaining to the Notes in definitive form;
+ CPR means constant prepayment rate;
CRA Regulation means Regulation (EC) No 1060/2009 of 16 September 2009 on credit

rating agencies, as amended by Regulation (EU) No. 513/2011 of the European Parliament and
of the Council of 11 May 2011 and as amended by Regulation EU No 462/2013 of 21 May
2013;
273
+ CRD IV means Directive 2013/36/EU of the European Parliament and of the Council of 26
June 2013 on access to the activity of credit institutions and the prudential supervision of credit
institutions and investment firms, amending Directive 2002/87/EC and repealing Directives
2006/48/EC and 2006/49/EC;
Credit Rating Agency means any credit rating agency (including any successor to its rating
business) who, at the request of the Issuer, assigns, and for as long as it assigns, one or more
ratings to the Notes, from time to time, which as at the Closing Date includes Fitch and
Moody’s;
Credit Rating Agency Confirmation means, with respect to a matter which requires Credit
Rating Agency Confirmation under the Transaction Documents and which has been notified to
each Credit Rating Agency with a request to provide confirmation, receipt by the Security
Trustee, in a form and substance that is satisfactory to the Security Trustee, of:
(a) a confirmation from each Credit Rating Agency that its then current ratings of the
Notes will not be adversely affected by or withdrawn as a result of the relevant matter
(a confirmation);
(b) if no confirmation is forthcoming from any Credit Rating Agency, a written indication,
by whatever means of communication, from such Credit Rating Agency that it does
not have any (or any further) comments in respect of the relevant matter (an
indication); or
(c) if no confirmation or indication is forthcoming from any Credit Rating Agency and
such Credit Rating Agency has not communicated that the then current ratings of the
Notes will be adversely affected by or withdrawn as a result of the relevant matter or
that it has comments in respect of the relevant matter:
(i) a written communication, by whatever means, from such Credit Rating

Agency that it has completed its review of the relevant matter and that in the
circumstances (x) it does not consider that any confirmation is required or (y)
it is not in line with its policies to provide a confirmation; or
(ii) if such Credit Rating Agency has not communicated that it requires more time
or information to analyse the relevant matter, evidence that 30 days have
passed since such Credit Rating Agency was notified of the relevant matter
and that reasonable efforts were made to obtain a confirmation or an indication
from such Credit Rating Agency;
* CRR means Regulation (EU) No 575/2013 of the European Parliament and of the Council of
26 June 2013 on prudential requirements for credit institutions and investment firms and
amending Regulation (EU) No 648/2012, as amended from time to time, and includes any
regulatory technical standards, implementing technical standards and guidance issued by the
European Banking Authority or any successor body, from time to time;
+ Current Loan to Original Foreclosure Value Ratio means the ratio calculated by dividing
the Outstanding Principal Amount of a Mortgage Receivable by the Original Foreclosure
Value;
+ Current Loan to Original Market Value Ratio means the ratio calculated by dividing the
274
Outstanding Principal Amount of a Mortgage Receivable by the Original Market Value;
Cut-Off Date means 1 May 2017;
Deed of Assignment and Pledge means a deed of assignment and pledge, or a deed of sale,
assignment and pledge, as applicable, in the form set out in the Mortgage Receivables
Purchase Agreement;
+ Deed of Charge means the English law deed of charge over the Swap Collateral Accounts
dated on or about the Signing Date between the Issuer and the Security Trustee;
Definitive Notes means Notes in definitive bearer form in respect of any Class of Notes;
+ Deposit Agreement means the deposit agreement between the Seller, the Servicer, the Issuer,
the Security Trustee and the deposit agent (as defined therein) dated the Signing Date;
Directors means the Issuer Director, the Shareholder Director and the Security Trustee
Director, collectively and Director means any one of them as the context may require;
+ DMPM means Dutch Mortgage Portfolio Management B.V.;
DNB means the Dutch central bank (De Nederlandsche Bank N.V.);
+ Dodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act;
DSA means the Dutch Securitisation Association;
+ Dutch Civil Code means the Burgerlijk Wetboek;
+ ECB means the European Central Bank;
+ Elan Credit Facility means the secured euro revolving credit facility provide by the Elan
Lender to the Seller more particularly described in the risk factor Potential Conflicts of Interest
of Goldman, Sachs & Co. and its Affiliates in Section 2 (Risk Factors) of this Prospectus;
+ Elan Issuer means each securitisation special purpose company established for the purpose of
securitising mortgage loans originated by the Seller pursuant to a securitisation transaction;
+ Elan Lender means Goldman Sachs Lending Partners LLC;
+ Elan Portfolio Manager means Dutch Mortgage Portfolio Management B.V. in its capacity as
the portfolio manager and agent of the Seller, or any substitute or successor appointed from
time to time;
+ Elan Servicer means Quion Services B.V. in its capacity as the servicer and agent of the
Seller, or any substitute or successor appointed from time to time;
+ Election Period means a period of ten (10) Business Days after the expiry of a Compensation
Notice;
+ EMIR means Regulation (EU) No. 648/2012 of the European Parliament and of the Council of
4 July 2012 on OTC derivatives, central counterparties and trade repositories;
275
+ Enforcement Available Amount means amounts corresponding to the sum of:
(a) amounts recovered (verhaald) in accordance with article 3:255 of the Dutch Civil
Code by the Security Trustee under any of the Pledge Agreements to which the
Security Trustee is a party in relation to the Pledged Assets; and, without double
counting; and
(b) any amounts received by the Security Trustee in connection with the Parallel Debt (as
set out in the Parallel Debt Agreement which the Security Trustee enters into for the
benefit of the Secured Creditors),
in each case less the sum of (i) any amounts paid by the Security Trustee to the
Secured Creditors pursuant to the Trust Deed and (ii) any costs, charges, liabilities and
expenses (including, for the avoidance of doubt, any costs of the Credit Rating
Agencies and any legal advisor, auditor and accountant appointed by the Security
Trustee), incurred by the Security Trustee in connection with any of the Transaction
Documents;
Enforcement Date means the date of an Enforcement Notice;
Enforcement Notice means the notice delivered by the Security Trustee to the Issuer pursuant
to Condition 10 (Events of Default);
EONIA means the Euro Overnight Index Average as published jointly by the European
Banking Federation and ACI/The Financial Market Association;
+ Escrow List of Loans means, at the Closing Date, the list providing the details of the
Mortgage Loans as set out in Schedule 1 to the Mortgage Receivables Purchase Agreement,
and at each relevant Notes Payment Date, the list providing the details of the Mortgage Loans
as set out in the relevant Deed of Assignment and Pledge, which list includes (a) the name and
address of the Borrower and (b) the address of the Mortgaged Asset, if different from (a), and
which list shall be held in escrow by a civil law notary as provided for in the Deposit
Agreement;
ESMA means the European Securities and Markets Authority;
EU means the European Union;
EUR, euro or € means the lawful currency of the member states of the European Union that
adopt the single currency in accordance with the Treaty establishing the European Community
(signed in Rome on 25 March 1957), as amended from time to time;
Euribor has the meaning ascribed thereto in Condition 4 (Interest);
+ Euribor Reference Banks has the meaning ascribed to it in Condition 4 (Interest);
Euroclear means Euroclear Bank SA/NV;
Euronext Amsterdam means Euronext in Amsterdam;
+ Eurosystem means the rules of the monetary authority of the euro area;
276
Eurosystem Eligible Collateral means collateral recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem;
+ EU Risk Retention Requirements means the requirements set out in Article 405 of the CRR,
Article 51 of the AIFMR and Article 254 of the Solvency II Regulation;
Events of Default means any of the events specified as such in Condition 10 (Events of
Default);
+ Excess Swap Collateral means, (x) in respect of the date the Swap Agreement is terminated,
collateral of a value equal to the amount by which the value of collateral transferred to the
Issuer by the Swap Counterparty and accrued exceeds the value of the amounts owed by the
Swap Counterparty (if any) to the Issuer (for the avoidance of doubt, calculated prior to any
netting in respect of such collateral under the Swap Agreement) and (y) in respect of any other
valuation date under the Swap Agreement, collateral of a value equal to the amount by which
the value of collateral transferred to the Issuer by the Swap Counterparty and accrued exceeds
the value of the Swap Counterparty’s liability under the Swap Agreement on such date, or (z)
collateral, which, in any case, the Swap Counterparty is otherwise entitled to have returned to
it under the terms of the Swap Agreement;
+ Exchange Act means the United States Securities Exchange Act of 1934, as amended;
Exchange Date means the date not earlier than forty (40) days after the issue date of the Notes
on which interests in the Temporary Global Notes will be exchangeable for interests in the
Permanent Global Notes;
+ Extension Margin means the margin applicable to each Class of Notes from (but excluding)
the First Optional Redemption Date in accordance with Condition 4(d) (Interest on the
Floating Rate Notes following the First Optional Redemption Date);
* Extraordinary Resolution means a resolution passed at a Meeting duly convened and held by
the Noteholders of one or more Class or Classes, as the case may be, by a majority of not less
than two-thirds of the validly cast votes, except that in case of an Extraordinary Resolution
approving a Basic Terms Change the majority required shall be at least seventy-five (75) per
cent. of the validly cast votes;
+ FATCA Withholding means any withholding or deduction required pursuant to an agreement

described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471
through 1474 of the Code (or regulations thereunder or official interpretations thereof) or an
intergovernmental agreement between the United States and another jurisdiction facilitating
the implementation thereof (or any law implementing such an intergovernmental agreement);
Final Maturity Date means the Notes Payment Date falling in October 2055;
First Optional Redemption Date means the Notes Payment Date falling in October 2022;
Fitch means Fitch Ratings Limited, and includes any successor to its rating business;
+ Fitch Eligible Guarantor means an entity that is incorporated or domiciled (or the equivalent)
in a jurisdiction where the subordination provisions would be enforceable against such entity;
277
+ Fixed Rate Mortgage Receivables means the Mortgage Receivables owned by the Issuer
excluding any Mortgage Receivable with a floating rate of interest;
+ Floating Interest Amount means the amount of interest payable on each of the Class A Notes,
the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F
Notes for the following Interest Period;
+ Floating Rate Notes means each of the Class A Notes, the Class B Notes, the Class C Notes,
the Class D Notes, the Class E Notes and the Class F Notes;
+ Forced Sale Proceeds means, with respect to a Mortgage Loan, the proceeds (after deducting
all costs and expenses incurred by the Issuer or its agents on its behalf (including legal and
other enforcement costs relating thereto)) of the sale of the relevant Mortgaged Asset with the
cooperation of the relevant Borrower received by the Issuer, or, if the proceeds of such sale are
not received by the Issuer within six (6) months after the date on which such property is first
marketed for sale, either the proceeds of foreclosure (executie) on the relevant Mortgage
received by the Issuer or, if so elected by the Issuer at its sole discretion following consultation
with the Elan Servicer, an amount equal to the Foreclosure Value (executiewaarde) as
determined by an Independent Valuer;
Foreclosure Value means the foreclosure value of the Mortgaged Asset;
+ Funding Adjustment Costs means an amount calculated on the first Notes Calculation Date
equal to the sum of (i) the Swap Fixed Rate multiplied by the Swap Notional Amount
multiplied by the number of calendar days from, and including, the Cut-Off Date to, but
excluding, the Closing Date divided by 360 and (ii) the Initial Margin multiplied by the
aggregate Principal Amount Outstanding of the Floating Rate Notes) multiplied by the number
of calendar days from, and including, the Cut-Off Date to, but excluding, the Closing Date
divided by 360;
* Further Advance means, in respect of a Mortgage Loan, (i) a further advance made under a
Mortgage Loan which will be secured by the same Mortgage as the loan previously disbursed
under such Mortgage Loan (verhoogde inschrijving) and (ii) a further advance made under a
Mortgage Loan which will be secured by a second or sequentially lower ranking Mortgage
which ranks immediately behind the Mortgage securing the loan previously disbursed under
such Mortgage Loan (verhoging), or (iii) a withdrawal of moneys which were previously
repaid to redeem the Mortgage Loan (heropname), in each case in accordance with the
Mortgage Conditions;
+ Further Advance, Additional Loan Part and Unsold Property Portable Mortgage
Account means the bank account of the Issuer designated as such in the Issuer Account
Agreement;
+ Further Advance Receivables and Additional Loan Part Receivables Purchase

Conditions means the following conditions:
(a) the Seller will represent and warrant to the Issuer and the Security Trustee the matters
set out in the clauses providing for the representations and warranties relating to the
Mortgage Loans, the Mortgage Receivables and the Seller in the Mortgage
Receivables Purchase Agreement with respect to the Further Advance Receivables and
Additional Loan Part Receivables sold and relating to the Seller;
278
(b) no Assignment Notification Event, Swap Termination Event or Servicer Termination
Event has occurred and is continuing;
(c) the relevant Mortgage Loan (including the Further Advance) meets the Mortgage Loan
Criteria with the exception of Mortgage Loan Criterion (xli);
(d) no Pool Level Condition Event has occurred and was continuing as determined as at
the immediately preceding Mortgage Calculation Date (other than in the case of Pool
Level Condition (g), which shall be determined as at the immediately preceding Notes
Calculation Date);
(e) the amount standing to the credit of the Further Advance, Additional Loan Part and
Unsold Property Portable Mortgage Account is sufficient to pay the Initial Purchase
Price for the relevant Further Advance Receivables and Additional Loan Part
Receivables;
(f) the maturity of the Further Advance Receivables and Additional Loan Part
Receivables does not exceed 31 October 2052 or with respect to Further Advance
Receivables and Additional Loan Part Receivables to be sold and assigned after the
First Optional Redemption Date does not exceed the maturity of the related existing
Mortgage Receivables; and
(g) the maximum mortgage term of the related Further Advance or Additional Loan Part is
30 years.
Further Advance Receivable means a Mortgage Receivable resulting from a Further

Advance;
+ General Policy means the pillar of the Interest Rate Policy of the Seller or the Portfolio
Manager, as the case may be, relating to compliance with applicable laws and regulations and
the terms and conditions of the Mortgage Loans;
Global Note means any Temporary Global Note or Permanent Global Note;
Higher Ranking Class means, in relation to any Class of Notes, each Class of Notes which
has not been previously redeemed or written off in full and which ranks higher in priority to
each Class of Notes which has or has not been previously redeemed or written off in full in the
Post-Enforcement and Call Option Exercise Priority of Payments;
+ Independent Valuer means a person which is a Taxateur (valuer) as defined in the Nationale
Hypotheek Garantie conditions, as amended from time to time;
* Indexed Foreclosure Value means 85 per cent. of the Indexed Market Value;
Indexed Market Value means the market value calculated by indexing the Market Value of
the Mortgaged Asset with a property price index (weighted average of houses and apartment
prices), as provided by the Land Registry for the province where the property is located;
+ Initial Margin means the margins which will be applicable up to and including the First
Optional Redemption Date and be equal to 0.600 per cent. per annum for the Class A Notes,
0.800 per cent. per annum for the Class B Notes, 1.000 per cent. per annum for the Class C
279
Notes, 1.650 per cent. per annum for the Class D Notes, 2.690 per cent. per annum for the
Class E Notes and 4.000 per cent. per annum for the Class F Notes, in accordance with
Condition 4(c) (Interest on the Floating Rate Notes up to and including the First Optional
Redemption Date);
* Initial Purchase Price means, in respect of one or more Mortgage Receivable(s), its
Outstanding Principal Amount on (i) the Cut-Off Date or (ii) in case of a New Ported
Mortgage Receivable or a Further Advance Receivable, on the relevant date of granting of the
related New Ported Mortgage Loan or Further Advance;
+ Initial Remedy Period means (i) in respect of Moody’s, 30 Business Days and (ii) in respect
of Fitch, 14 calendar days;
+ Initial Required Ratings means, in respect of the Swap Counterparty, (i) in respect of
Moody’s, a long-term, unsecured and unsubordinated debt rating of ‘A3’ or a counterparty risk
assessment of ‘A3(cr)’, and (ii) in respect of Fitch, a long-term issuer default rating (or
derivatives counterparty rating, if assigned) of ‘A’ or a short-term issuer default rating of ‘F1’;
+ Initial Reserve Account Required Amount means the sum of the Class A Initial Reserve
Account Required Amount, the Class B Initial Reserve Account Required Amount, the Class C
Initial Reserve Account Required Amount, the Class D Initial Reserve Account Required
Amount and the Class E Initial Reserve Account Required Amount;
Insurance Company means any insurance company established in the Netherlands;
* Interest Amount means, in respect of an Interest Period, the amount of interest payable on
each of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class
E Notes and the Class F Notes;
Interest Deficiency Ledger means the interest deficiency ledger relating to the relevant
Classes of Notes and comprising sub-ledgers for each such Class of Notes;
+ Interest Determination Date has the meaning ascribed thereto in Condition 4(e) (Euribor);
Interest Period means the period from (and including) the Closing Date to (but excluding) the
Notes Payment Date falling in October 2017 and each successive period from (and including) a
Notes Payment Date to (but excluding) the next succeeding Notes Payment Date;
Interest Rate means the rate of interest applicable from time to time to a Class of Notes as
determined in accordance with Condition 4 (Interest);
+ Interest Rate Policies means the Portfolio Manager Interest Rate Policy and the Seller Interest
Rate Policy;
+ Interest Rate Reset Agreement means the interest rate reset agreement between the Issuer,
the Seller, the Issuer Administrator, the Portfolio Manager, the Swap Counterparty, the Back
Swap Provider and the Security Trustee, dated the Signing Date;
+ Interest Reconciliation Ledger means the ledger created for the purpose of recording any
reconciliation payments in relation to interest in accordance with the Administration
Agreement;
280
+ Interest Reset Date means, in respect of a Mortgage Loan, the date on which the Mortgage
Interest Rate of such Mortgage Loan is scheduled to be reset in accordance with its Mortgage
Conditions;
+ Interest Reset Determination Date means, in respect of an Interest Reset Proposal Date, any
date as may be determined by the Servicer, which is at least two Business Days prior to such
Interest Reset Proposal Date;
+ Interest Reset Proposal Date means, in respect of a Mortgage Loan, the first calendar day of
the month falling three months prior to the relevant Interest Reset Date, unless this day is not a
Business Day, in which case the Interest Reset Proposal Date will be the last Business Day
immediately prior to the first calendar day of the month falling three months prior to the
relevant Interest Reset Date;
Interest-only Mortgage Loan means a mortgage loan or part thereof in respect of which the
Borrower is not required to repay principal until maturity;
Interest-only Mortgage Receivable means the Mortgage Receivable resulting from an

Interest-only Mortgage Loan;
Investor Report means either of (i) the Notes and Cash Report and (ii) the Portfolio and
Performance Report;
Issuer means EDML 2017-1 B.V., a private company with limited liability incorporated under
Dutch law and established in Amsterdam, the Netherlands;
Issuer Account Agreement means the issuer account agreement between the Issuer, the
Security Trustee and the Issuer Account Bank dated the Signing Date, including the BNG Fee
Letter;
Issuer Account Bank means N.V. Bank Nederlandse Gemeenten or any substitute or
Issuer Accounts means any of the Issuer Transaction Accounts, the Construction Deposit
Account, the Sold Property Portable Mortgage Account and the Further Advance, Additional
Loan Part and Unsold Property Portable Mortgage Account;
Issuer Administrator means Intertrust Administrative Services B.V. or any substitute or

Issuer Collection Account means the bank account of the Issuer designated as such in the
Issuer Account Agreement or any bank account with a successor Issuer Account Bank
replacing this account;
+ Issuer Collection Account Funds means, on any day, the balance standing to the credit of the
Issuer Collection Account at the closing of business on such day;
+ Issuer Director means Intertrust Management B.V. or any substitute or successor appointed
from time to time;
Issuer Management Agreement means the issuer management agreement between the Issuer,
281
Intertrust Management B.V. and the Security Trustee dated the Signing Date;
Issuer Mortgage Receivables Pledge Agreement means the mortgage receivables pledge
agreement between the Issuer and the Security Trustee dated the Signing Date;
Issuer Rights means any and all rights of the Issuer under and in connection with the
Mortgage Receivables Purchase Agreement, the Issuer Account Agreement including the
balance on the Issuer Accounts, the Servicing Agreement, the Administration Agreement, the
Swap Agreement, the Portfolio Management Agreement, the Swap Collateral Custodian
Agreement, the Reporting Services Agreement and the Receivables Proceeds Distribution
Agreement;
Issuer Rights Pledge Agreement means the issuer rights pledge agreement between, amongst
others, the Issuer, the Security Trustee, the Seller and the Servicer dated the Signing Date
pursuant to which a right of pledge is created in favour of the Security Trustee over the Issuer
Rights;
+ Issuer Services means the services to be provided by the Issuer Administrator to the Issuer
and the Security Trustee pursuant to the Administration Agreement;
Issuer Transaction Accounts means either of the Issuer Collection Account and the Reserve
Account;
+ Joint Lead Managers means Goldman Sachs International and ING Bank N.V.;
+ Key Representations means Mortgage Loan Criteria (ii), (iii), (v), (vii), (viii), (x), (xxiii),
(xxiv) and (xliii);
+ Key Representation Remedy Period means a period of sixty (60) Business Days
commencing upon notification of a breach of any Key Representation in which the Elan
Servicer can remedy the breach;
Land Registry means the Dutch land registry (het Kadaster);
Linear Mortgage Loan means a mortgage loan or part thereof in respect of which the
Borrower each month pays a fixed amount of principal towards redemption of such mortgage
loan (or relevant part thereof) until maturity;
Linear Mortgage Receivable means the Mortgage Receivable resulting from a Linear
Mortgage Loan;
+ Listing Agency Agreement means the listing agency agreement between the Issuer and the
Listing Agent dated the Signing Date;
Listing Agent means ABN AMRO Bank N.V. or any substitute or successor appointed from
time to time;
+ Loan Files means the electronic file or files relating to each Mortgage Loan containing, among
other things, (i) all material correspondence relating to that Mortgage Loan; and (ii) the
Mortgage Deed;
* Loan Parts means one or more of the loan parts (leningdelen) of which a Mortgage Loan
282
consists, it being the case that a Mortgage Loan may consist of more than one loan part
because it is a combination of a Linear Mortgage Loan, Annuity Mortgage Loan and/or
Interest-only Mortgage Loan with each type of loan representing a single loan part of the entire
mortgage loan or because a Further Advance has been made in respect of the Mortgage Loan
which is its own loan part separate from the original loan;
+ Local Business Day has the meaning ascribed thereto in Condition 5(c) (Payment);
+ LTV Contingent Compensation Amount means such part of an amount equal to the positive
difference between (a) the aggregate amount of such Mortgage Loan and (b) the maximum
amount the Seller would have granted to the Borrower taking into consideration (X) the
Underwriting Criteria prevailing at that time and (Y) the Market Value of the Mortgaged Asset
determined by an independent valuer appointed by the Seller, at the time of the origination of
such Mortgage Loan to be paid by the Elan Servicer into the Collection Foundation, if a
Mortgage Loan has been granted to a Borrower in the absence of a valuation report
(taxatierapport) on the Mortgaged Asset which complies with the requirements set forth in the
Mortgage Loan Criteria or based on a valuation report (taxatierapport) relating to the
Mortgaged Asset older than twelve (12) months on the date of the origination of such
Mortgage Loan, that needs to be paid to the Issuer if a Mortgage Loan is not (p)repaid in full;
+ Majority RS Noteholder means (a) (where the Class RS Notes are represented by Definitive
Notes) the holder of more than 50 per cent. of the Principal Amount Outstanding of the Class
RS Notes or (where the Class RS Notes are represented by a Global Note) the person who
holds the beneficial interest in more than 50 per cent. of the Principal Amount Outstanding of
the Class RS Notes or (b) where no person holds greater than 50 per cent. of the Principal
Amount Outstanding of the Class RS Notes or, as applicable, beneficial interest in more than
50 per cent. of the Principal Amount Outstanding of the Class RS Notes, the person who holds
the greatest amount of Class RS Notes by reference to the Principal Amount Outstanding or, as
applicable, beneficial interest in the greatest amount of Class RS Notes by reference to the
Principal Amount Outstanding;
Management Agreement means any of (i) the Issuer Management Agreement, (ii) the
Shareholder Management Agreement and (iii) the Security Trustee Management Agreement;
+ Margin means each of the Initial Margin and the Extension Margin;
+ Market Conditions means the pillar of the Interest Rate Policies which the Seller or the
Portfolio Manager, as the case may be, takes into account in consideration of a comparison
with the rates set by other market participants;
Market Value means (i) the market value (marktwaarde) of the relevant Mortgaged Asset
based on the most recent valuation by an external valuer or (ii) in respect of a Mortgaged Asset
that is renovated and where a Construction Deposit has been requested in relation to the
connected Mortgage Loan, the market value (marktwaarde) of such Mortgaged Asset based on
a valuation by an external valuer after the renovation has been completed;
Master Definitions Agreement means the master definitions agreement between, amongst
others, the Seller, the Issuer and the Security Trustee dated the Signing Date;
+ Meeting means a meeting of Noteholders of a Class or Classes;
+ Minority RS Noteholder means each person holding Class RS Notes other than the Majority
283
RS Noteholder;
+ Modification Certificate means a certificate to be provided by the Issuer, Collection

Foundation Account Provider, the Issuer Account Bank, the Swap Collateral Custodian and/or
the Swap Counterparty and/or the relevant Transaction Party, as the case may be, pursuant to
Condition 14(e)(iii), 14(e)(iv), 14(e)(v)(i), 14(e)(v)(ii)(A), 14(e)(v)(ii)(B)(I), 14(e)(vi) or
14(e)(vii);
Moody’s means Moody’s Investors Service Ltd., and includes any successor to its rating
business;
Mortgage means a mortgage right (hypotheekrecht) securing the relevant Mortgage

Receivables;
+ Mortgage Bucket means a category of mortgages with broadly similar characteristics such as
the fixed rate period, the repayment type, loan to market value bucket and Nationale
Hypotheekgarantie versus non-Nationale Hypotheekgarantie;
* Mortgage Calculation Date means a Business Day after the last day of each Mortgage
Calculation Period and before the Mortgage Collection Payment Date falling on the 5th
Business Day of each Mortgage Calculation Period;
Mortgage Calculation Period means the period commencing on (and including) the first day
of each calendar month and ending on (and including) the last day of such calendar month,
except for the first mortgage calculation period which will commence on (and includes) the
Cut-Off Date and ends on (and includes) the last day of September 2017;
* Mortgage Collection Payment Date means (i) with respect to scheduled interest and
scheduled principal payments under the Mortgage Loans, the fourteenth calendar day of each
Mortgage Calculation Period (or the next Business Day if such day is not a Business Day), and
(ii) with respect to any other payments under the Mortgage Loans, including but not limited to
unscheduled principal prepayments or repayments, Prepayment Penalties or interest penalties
under the Mortgage Loans, the fifth Business Day of each Mortgage Calculation Period;
Mortgage Conditions means the terms and conditions applicable to a Mortgage Loan, as set
forth in the relevant mortgage deed, and/or in any proposed mortgage credit agreement (initieel
aanbod), binding mortgage credit agreement (BKA) or mortgage credit offer (offerte),
including any applicable general terms and conditions for mortgage loans as amended or
supplemented from time to time;
+ Mortgage Deeds means notarially certified copies of the notarial deeds constituting the
Mortgage Loans;
+ Mortgage Interest Rates means the rate(s) of interest from time to time chargeable to
Borrowers under the Mortgage Receivables;
Mortgage Loan Criteria means the criteria relating to the Mortgage Loans set forth as such in
Section 7.3 (Mortgage Loan Criteria) of this Prospectus;
Mortgage Loan Services means the services to be provided by the Servicer to the Issuer and
the Security Trustee with respect to the Mortgage Loans, as set out in the Servicing
Agreement;
284
* Mortgage Loans means (i) the mortgage loans granted by the Seller to the relevant borrowers
(which may consist of one or more Loan Parts) set forth in the list of loans attached to the
Mortgage Receivables Purchase Agreement and (ii) after any purchase and assignment of any
New Ported Mortgage Receivables and/or Further Advance Receivables has taken place in
accordance with the Mortgage Receivables Purchase Agreement, the relevant New Ported
Mortgage Loan and/or Further Advances, in each case, to the extent any and all rights under
and in connection therewith are not retransferred or otherwise disposed of by the Issuer;
Mortgage Receivable means any and all rights of the Seller (and after assignment of such
rights to the Issuer, of the Issuer) against the Borrower under or in connection with a Mortgage
Loan, including any and all claims of the Seller (or the Issuer after assignment) against the
Borrower as a result of the Mortgage Loan being terminated, dissolved or declared null and
void;
+ Mortgage Receivable Reset Date means for any Fixed Rate Mortgage Receivable (or part
thereof), the later of (i) the Cut-Off Date, (ii) the date such Fixed Rate Mortgage Receivable
(or part thereof) became a Fixed Rate Mortgage Receivable, and (iii) the date on which the
fixed rate payable under such Fixed Rate Mortgage Receivable (or part thereof) was most
recently reset;
285
+ Mortgage Receivable Swap Rate means in respect of a Fixed Rate Mortgage Receivable and
a Mortgage Receivable Reset Date to be submitted to the Seller or the Portfolio Manager, as
the case may be, by the Back Swap Provider or the Swap Counterparty, respectively:
(a) at any time prior to the termination of the Back Swap Agreement, the fixed
rate of interest determined by the Back Swap Provider in respect of that
Mortgage Receivable, which the Back Swap Provider has undertaken to the
Swap Counterparty to be a rate determined on the terms described in
paragraph (b) below (and for this purpose, any reference to “Swap
Counterparty” shall be construed as reference to the Back Swap Provider); and
(b) at any time after the termination of the Back Swap Agreement, the fixed rate
of interest that the Swap Counterparty would be willing to accept and receive
from a counterparty as the swap rate under a balance guarantee interest rate
swap transaction entered into between the parties at that time with the same
characteristics as the Issuer, including for the avoidance of doubt the same
credit support annex and ISDA schedule, which takes account of:
(i) the fixed term of the swap transaction;
(ii) the Euribor swap curve (i.e. a curve reflecting fixed rates (the swap
rates) that would be payable under market standard euro-denominated
interest rate swap transactions under which one party pays fixed and
the other party pays three month Euribor over different tenors) to
which the Swap Counterparty makes reference at that time;
(iii) the costs of the Swap Counterparty entering into the swap transaction
(including, its own hedging costs); and
(iv) the gross profit which the Swap Counterparty is required to make in
connection with the transaction equal to the swap intermediation fee
fixed as at the Closing Date,
in consideration of the Swap Counterparty’s offer and payment to that counterparty under the
balance guarantee interest rate swap transaction of a rate of interest calculated by reference to
Euribor for three month deposits, such rates of interest to be applied to the relevant notional
amount under the swap transaction, being an amount equal to the principal balance of the
relevant Mortgage Receivable from time to time, to determine the scheduled payments to be
made between the parties on a net basis in accordance with the terms of the transaction;
Mortgage Receivables Purchase Agreement means the mortgage receivables purchase

agreement between, amongst others, the Seller, the Issuer and the Security Trustee dated the
Signing Date;
+ Mortgage Report means the report to be prepared by the Servicer for the purpose of
determining the amounts to be paid on the next Mortgage Collection Payment Date in
accordance with the Servicing Agreement;
+ Mortgage Report Date means each of (i) the fifth Business Day following the end of each
Mortgage Calculation Period and (ii) the fourteenth calendar day (or the next Business Day if
such day is not a Business Day) following the end of each Mortgage Calculation Period;
286
Mortgaged Asset means (i) a real property (onroerende zaak), (ii) an apartment right
(appartementsrecht) or (iii) a long lease (erfpachtsrecht) situated in the Netherlands on which
a Mortgage is vested;
Most Senior Class means such Class of Notes which has not been previously redeemed or
written off in full and which ranks higher in priority than any other Class of Notes in the Post-
Enforcement and Call Option Exercise Priority of Payments;
Net Foreclosure Proceeds means (i) the proceeds of a foreclosure on a Mortgage, (ii) the
proceeds of foreclosure on any other collateral securing the relevant Mortgage Receivable, (iii)
the proceeds, if any, of collection of any insurance policy in connection with the relevant
Mortgage Receivable, including fire insurance policy and Risk Insurance Policy and (iv) the
proceeds of foreclosure on any other assets of the relevant Borrower, in each case after
deduction of foreclosure costs in respect of such Mortgage Receivable;
+ Net Swap Payment means the net amount payable by either the Swap Counterparty or the
Issuer, as the case may be, to the other party after the deduction of certain amounts and
payment netting to be received by such party in connection with the Swap Agreement;
+ New Mortgaged Asset means the mortgaged asset that has been acquired or will be acquired
by a Borrower after such Borrower has exercised the portability feature (meeneemregeling) in
relation to its Portable Mortgage Loan;
+ New Ported Mortgage Loan means a Mortgage Loan advanced to a Borrower after such
Borrower has exercised the portability feature (meeneemregeling) in relation to its Portable
Mortgage Loan;
+ New Ported Mortgage Receivable means the Mortgage Receivable resulting from a New
Ported Mortgage Loan;
+ New Ported Mortgage Receivables Purchase Conditions means the following conditions:
(a) the Seller will represent and warrant to the Issuer and the Security Trustee the matters
set out in the clauses providing for the representations and warranties relating to the
Mortgage Loans, the Mortgage Receivables and the Seller in the Mortgage
Receivables Purchase Agreement with respect to the New Ported Mortgage
Receivables sold and relating to the Seller;
(b) no Assignment Notification Event, Swap Termination Event or Servicer Termination

Event has occurred and is continuing with respect to a New Ported Mortgage
Receivable whereby the acquisition of title to the related New Mortgaged Asset by the
Borrower takes place prior to the transfer of title to the related Old Mortgaged Asset
by the Borrower;
(c) the relevant New Ported Mortgage Loan (including the relevant New Ported Mortgage
Receivable) meets the Mortgage Loan Criteria with the exception of Mortgage Loan
Criterion (xli);
(d) in respect of the relevant New Ported Mortgage Receivable whereby the acquisition of
title to the related New Mortgaged Asset by the Borrower takes place prior to the
transfer of title to the related Old Mortgaged Asset by the Borrower, no Pool Level
287
Condition Event has occurred and was continuing as determined as at the immediately
preceding Mortgage Calculation Date (other than in the case of Pool Level Condition
(g), which shall be determined as at the immediately preceding Notes Calculation
Date);
(e) the amount standing to the credit of the Sold Property Portable Mortgage Account or
Further Advance, Additional Loan Part and Unsold Property Portable Mortgage
Account, as relevant, is sufficient to pay the Initial Purchase Price for the relevant New
Ported Mortgage Receivable;
(f) the Outstanding Principal Amount, the maturity, the interest rate and the interest reset
date in respect of the relevant New Ported Mortgage Receivable other than any
Additional Loan Part Receivable is the same or, with respect to the Outstanding
Principal Amount only, less as in respect of the corresponding Portable Mortgage
Receivable; and
(g) if the relevant New Ported Mortgage Loan contains an Additional Loan Part, with
respect to the related Additional Loan Part Receivable, the Further Advance and
Additional Loan Part Receivables Purchase Conditions are met.
+ Non-Securitised Mortgage Receivables means mortgage receivables owned by the Seller that
have not been sold as part of any securitisation transaction, but which may be funded and
pledged to the Elan Lender or any affiliate thereof;
Noteholders means the persons who for the time being are the holders of the Notes;
Notes means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes, the Class F Notes and the Class RS Notes;
Notes and Cash Report means the report which will be published quarterly by the Issuer, or
the Issuer Administrator on its behalf, and which will comply with the standard of the DSA;
Notes Calculation Date means, in respect of a Notes Payment Date, the fourth Business Day
prior to such Notes Payment Date;
Notes Calculation Period means, in relation to a Notes Calculation Date, the three successive
Mortgage Calculation Periods immediately preceding such Notes Calculation Date, except for
the first Notes Calculation Period which will commence on the Cut-Off Date (inclusive) and
end on and include the last day of September 2017;
Notes Payment Date means the 28th day of January, April, July and October of each year or,
if such day is not a Business Day, the immediately succeeding Business Day unless it would as
a result fall in the next calendar month, in which case it will be the Business Day immediately
preceding such day;
Old Mortgaged Asset means the mortgaged asset that has been sold by a Borrower after the
portability feature (meeneemregeling) of its Portable Mortgage Loan has been exercised by
such Borrower;
+ Ongoing Reserve Account Required Amount means the sum of the Class A Ongoing
Reserve Account Required Amount, the Class B Ongoing Reserve Account Required Amount,
the Class C Ongoing Reserve Account Required Amount, the Class D Ongoing Reserve
288
Account Required Amount and the Class E Ongoing Reserve Account Required Amount;
Optional Redemption Date means any Notes Payment Date from (and including) the First
Optional Redemption Date up to (and excluding) the Final Maturity Date;
Original Foreclosure Value means the Foreclosure Value of the Mortgaged Asset as assessed
by the Seller at the time of granting the Mortgage Loan;
Original Market Value means the Market Value of the Mortgaged Asset as assessed by the
Seller at the time of granting the Mortgage Loan;
+ OTC means over-the-counter;
Other Claim means any claim the Seller has against the Borrower, other than a Mortgage
Receivable, which is secured by the Mortgage and/or Borrower Pledges;
+ Other Representations Remedy Period means a period of twenty (20) Business Days as of
notification of a breach of any Mortgage Loan Criteria, or of any other representations and
warranties made in respect of any Mortgage Receivable which is not a Key Representation, in
which the Elan Servicer can remedy the breach;
Outstanding Principal Amount means, at any moment in time, (i) the outstanding principal
amount of a Mortgage Receivable at such time and (ii), after a Realised Loss of the type (a)
and (c) of the definition in respect of such Mortgage Receivable, zero;
Parallel Debt has the meaning ascribed thereto in Section 4.7 (Security) of this Prospectus;
Parallel Debt Agreement means the parallel debt agreement between the Issuer, the Security
Trustee and the Secured Creditors (other than the Noteholders) dated the Signing Date;
+ Par Value means the Outstanding Principal Amount under the relevant Mortgage Loan
together with any accrued interest, penalties and costs (including legal and other related
enforcement costs) due but unpaid in relation to such Mortgage Loan up to the date of payment
of the Pre-agreed Compensation Amount), for the avoidance of doubt, including any such costs
that have been incurred but not yet invoiced on the date of determination of such amount, if
properly evidenced and invoiced, which can result in multiple payments being made in relation
to such amounts;
Paying Agency Agreement means the paying agency agreement between the Issuer, the
Paying Agent, the Reference Agent and the Security Trustee dated the Signing Date;
* Paying Agent means BNP Paribas Securities Services, Luxembourg Branch or any substitute
or successor appointed from time to time;
Permanent Global Note means a permanent global note in respect of a Class of Notes;
Pledge Agreements means the Issuer Mortgage Receivables Pledge Agreement and the Issuer
Rights Pledge Agreement and, as the context so requires, the Deed of Charge;
Pledge Notification Event means any of the events specified in Clause 5 of the Issuer Rights
Pledge Agreement;
289
Pledged Assets means the Mortgage Receivables and the Beneficiary Rights relating thereto
and the Issuer Rights;
+ Pool means the pool of Mortgage Loans as selected on or before the Closing Date in
accordance with the criteria set forth in the Mortgage Receivables Purchase Agreement;
+ Pool Level Conditions has the meaning ascribed thereto in Section 7.1 (Purchase, Repurchase
and Sale) of this Prospectus;
+ Pool Level Condition Event means the event that the Pool is not in compliance with the Pool
Level Conditions;
+ Portable Mortgage Loan means a Mortgage Loan in respect of which the Borrower has the
right to make use of the portability feature (meeneemregeling);
+ Portable Mortgage Receivable means a Mortgage Receivable resulting from a Portable

Mortgage Loan;
Portfolio and Performance Report means the report which will be published monthly by the
Issuer, or the Issuer Administrator on its behalf, and which report will comply with the
standard of the DSA;
+ Portfolio Call Option means the right of the Majority RS Noteholder to purchase and accept
assignment from the Issuer of all Mortgage Receivables and all Beneficiary Rights relating
thereto on any Optional Redemption Date against payment of the Redemption Purchase Price
subject to and in accordance with Condition 6(d) (Portfolio Call Option);
+ Portfolio Option Exercise Notice has the meaning ascribed thereto in Condition 6(d)
(Portfolio Call Option);
+ Portfolio Management Agreement means the portfolio management agreement between the
Portfolio Manager, the Issuer and the Security Trustee dated the Signing Date;
+ Portfolio Manager means Dutch Mortgage Portfolio Management B.V. or any substitute or
+ Portfolio Manager Interest Rate Policy means at any time after the occurrence of a Seller
Interest Rate Reset Termination Event the Portfolio Manager sets the Mortgage Interest Rates,
the policy determined by the Portfolio Manager (attached as Schedule 4 to the Portfolio
Management Agreement) in accordance with which it has agreed to reset the Mortgage Interest
Rates on behalf of the Issuer pursuant to Clause 4 of the Portfolio Management Agreement;
+ Post-Enforcement and Call Option Exercise Priority of Payments means the priority of
payments set out as such in Section 5.2 (Priority of Payments) of this Prospectus;
+ Post-Foreclosure Proceeds has the meaning ascribed thereto in Section 5.1 (Available
Revenue Funds) of this Prospectus;
* Prepayment Penalties means any prepayment penalties (boeterente) to be paid by a Borrower

under a Mortgage Loan as a result of the Mortgage Receivable being prepaid (in whole or in
part) prior to the maturity date of such Mortgage Loan other than (i) on a date whereon the
290
interest rate is reset or (ii) as permitted pursuant to the Mortgage Conditions;
+ Pre-agreed Compensation Amount means (x) an amount equal to the Par Value of the
relevant Mortgage Loan, or (y) provided that the Elan Servicer has notified the Issuer in
writing within the applicable Election Period that it elects not to pay the Par Value, an amount
equal to the amount the Sale Proceeds fall short of the Par Value of such Mortgage Loan
together with the costs incurred by the Issuer or its agents on its behalf (including reasonable
legal and other enforcement costs relating thereto) in connection with the sale of the relevant
Mortgage Receivables, provided further that if the Elan Servicer has not made an election for
item (x) or (y) by the last day of the Election Period, then it is deemed to have elected to pay
the Par Value;
+ Price Leader for a particular Mortgage Bucket is determined as the originator offering the
lowest rate for that bucket. For the avoidance of doubt, for these purposes the Seller cannot be
the Price Leader, notwithstanding the fact that it could be offering the lowest rates;
Principal Amount Outstanding has the meaning ascribed thereto in Condition 6(c)
(Definitions);
Principal Deficiency means the debit balance, if any, of the relevant Principal Deficiency
Ledger;
Principal Deficiency Ledger means the principal deficiency ledger relating to the relevant
Classes of Notes (other than the Class RS Notes) and comprising sub-ledgers for each such
Class of Notes;
+ Principal Ledger means a ledger created for the purpose of recording any amounts received
by the Issuer in connection with the Mortgage Receivables identified as principal in
accordance with the Administration Agreement;
+ Principal Reconciliation Ledger means the ledger created for the purpose of recording any
reconciliation payments in relation to principal in accordance with the Administration
Agreement;
Principal Shortfall means an amount equal to (i) the balance of the Principal Deficiency
Ledger of the relevant Class of Notes divided by (ii) the number of Notes of the relevant Class
of Notes on the relevant Notes Payment Date;
Priority of Payments means any of the Revenue Priority of Payments, the Redemption
Priority of Payments and the Post-Enforcement and Call Option Exercise Priority of Payments;
+ Proposed Interest Rates means, in respect of any Mortgage Loan and its related Interest
Reset Date, the relevant interest rates which would apply to the Mortgage Loan (and its related
Mortgage Receivable) during at least three separate fixed term period commencing on the
Interest Reset Date (none of those fixed term periods to exceed the original maturity of the
Mortgage Receivable), which have been proposed and sent by the Servicer (or the Seller (or
any agent acting on their behalf)), as the case may be, to the relevant Borrower on the Interest
Reset Proposal Date immediately preceding the relevant Interest Reset Date and one of which
will be selected by the Borrower to apply to its Mortgage Receivable as of the Interest Reset
Date (or if no selection is made by the Borrower, the rate selected by the Seller or the Portfolio
Manager, as applicable);
291
Prospectus means this prospectus dated 1 September 2017 relating to the issue of the Notes;
Prospectus Directive means Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended by the Directive 2010/73/EC of the European
Parliament and of the Council of 24 November 2010, as the same may be amended from time
to time;
+ Quion means Quion Services B.V.;
+ Quion Business Continuity Agreement means the Overeenkomst Quion Business Continuity
between, amongst others, QBC, Quion Groep B.V. and Quion Services B.V. dated 3
November 2016 and acceded to by the Issuer and the Security Trustee on the Signing Date.
+ Quion Groep means Quion Groep B.V.;
+ Quion Parties means Quion and Quion Groep;
+ Rating Event means any of the events set forth in Part 5(f) of the schedule to the Swap
Agreement;
Realised Loss has the meaning ascribed thereto in Section 5.3 (Loss Allocation) of this
Prospectus;
+ Receivables Proceeds Distribution Agreement means the amended and restated receivables
proceeds distribution agreement between, amongst others, the Issuer, the Security Trustee, the
Seller and the Collection Foundation dated the Signing Date;
+ Reconciliation Ledger means each of the Principal Reconciliation Ledger and the Interest
Reconciliation Ledger;
Redemption Amount means the principal amount redeemable in respect of each integral
multiple of a Note as described in Condition 6 (Redemption);
+ Redemption Base Price has the meaning ascribed thereto in Condition 6(d) (Portfolio Call
Option);
+ Redemption Mortgage Receivables Current Value Price has the meaning ascribed thereto
in Condition 6(d) (Portfolio Call Option);
Redemption Priority of Payments means the priority of payments set out as such in Section 5
(Credit Structure) in this Prospectus;
+ Redemption Purchase Price has the meaning ascribed thereto in Condition 6(d) (Portfolio
Call Option);
+ Redemption RS Distribution Amount has the meaning ascribed thereto in Condition 6(d)
(Portfolio Call Option);
Reference Agent means BNP Paribas Securities Services, Luxembourg Branch or any
substitute or successor appointed from time to time;
292
Regulation S means Regulation S of the Securities Act;
Relevant Class has the meaning ascribed thereto in Condition 10 (Events of Default);
Relevant Remedy Period means thirty (30) calendar days;
+ Remarketing Call Notice has the meaning ascribed thereto in Condition 6(e) (Remarketing
Call Option);
+ Remarketing Call Option means the right of the Majority RS Noteholder to restructure and
re-market the Notes against payment of the Restructuring Price subject to and in accordance
with Condition 6(e) (Remarketing Call Option);
+ Remarketing Call Option Conditions has the meaning ascribed thereto in Condition 6(e)
(Remarketing Call Option);
+ Remarketing Redemption Instruction has the meaning ascribed thereto in Condition 6(e)
(Remarketing Call Option);
+ Replacement Swap Premium means either (i) an amount received by the Issuer from the
replacement Swap Counterparty upon entry by the Issuer into an agreement with such
replacement Swap Counterparty to replace the outgoing Swap Counterparty or (ii) an amount
received by the Issuer from the outgoing Swap Counterparty upon termination of the Swap
Agreement;
+ Reporting Services Agreement means the reporting services agreement between the Issuer
and the Reporting Services Provider dated on or about the Signing Date;
+ Reporting Services Provider means ING Bank N.V. or any substitute or successor appointed
from time to time;
Reserve Account means the bank account of the Issuer designated as such in the Issuer
Account Agreement;
Reserve Ledger means the reserve ledger relating to the relevant Classes of Notes and
comprising sub-ledgers for each such Class of Notes;
+ Restricted Party means any individual or entity that is:
(a) listed on, or owned or controlled (as such terms, including any applicable
ownership and control requirements, are defined and construed in the
applicable Sanctions laws and regulations or in any official guidance in
relation to such Sanctions laws and regulations) by a person listed on, a
Sanctions List;
(b) a government of a Sanctioned Country;
(c) an agency or instrumentality of, or an entity directly or indirectly owned or

controlled by, a government of a Sanctioned Country;
(d) resident or located in, operating from, or incorporated under the laws of, a
Sanctioned Country or which is designated as a “Non-Cooperative
293
Jurisdiction” by the Financial Action Task Force on Money Laundering, or
whose subscription funds are transferred from or through such a jurisdiction;
(e) a “Foreign Shell Bank” within the meaning of the USA Patriot Act, i.e., a
foreign bank that does not have a physical presence in any country and that is
not affiliated with a bank that has a physical presence and an acceptable level
of regulation and supervision;
(f) a person or entity that resides in or is organised under the laws of a jurisdiction
designated by the United States Secretary of the Treasury under Sections 311
or 312 of the USA Patriot Act as warranting special measures due to money
laundering concerns;
(g) to the best knowledge of each of the Seller and the Issuer, and their respective
holding companies (having made due and careful enquiry), otherwise a target
of Sanctions, or with whom it would be a breach of any applicable Sanctions
for the Joint Lead Managers to deal; or
(h) to the best knowledge of each of the Seller and the Issuer (having made due
and careful enquiry), acting on behalf of any of the persons listed in
paragraphs (a) to (g)) (inclusive) above, for the purpose of evading or
avoiding, or having the intended effect of or intending to evade or avoid, or
facilitating the evasion or avoidance of any Sanctions;
+ Restructuring Price has the meaning ascribed thereto in Condition 6(e) (Remarketing Call
Option);
+ Retention Holder means Goldman Sachs Lending Partners LLC;
+ Revenue Ledger means a ledger created for the purpose of recording any amounts received by
the Issuer in connection with the Mortgage Receivables identified as interest in accordance
with the Administration Agreement;
Revenue Priority of Payments means the priority of payments set out in Section 5.2 (Priority
of Payments) of this Prospectus;
Revenue Shortfall Amount means, on any Notes Payment Date, the amount by which the
Available Revenue Funds falls short of paying up to and including the item in the Revenue
Priority of Payments specifying the Interest payments of the Most Senior Class;
Risk Insurance Policy means the risk insurance (risicoverzekering) which pays out upon the
death of the life insured, taken out by a Borrower with any of the Insurance Companies;
+ Risk Retention Regulatory Change Base Price has the meaning ascribed thereto in
Condition 6(f) (Risk Retention Regulatory Change Call Option);
+ Risk Retention Regulatory Change Event means (a) any change in or the adoption of any
new law, rule, technical standards or regulation or any determination made by a relevant
regulator, which as a matter of law has a binding effect on the Retention Holder and/or the
Seller after the Closing Date, which would impose a positive obligation on any of them to
subscribe for Notes to comply with a materially higher percentage of risk retention in the
reasonable opinion of the Retention Holder and/or the Seller in accordance with the EU Risk
294
Retention Requirements or the U.S. Risk Retention Requirements or otherwise impose
additional material obligations on any of them (as determined by any of them, acting
reasonably); or (b) in respect of the Retention Holder, the occurrence of a significant
regulatory change or event (including as a result of Brexit) which adversely affects the ability
of the Retention Holder to continue to comply with the EU Risk Retention Requirements or the
U.S. Risk Retention Requirements, as determined by the Retention Holder, at its sole
discretion acting in its own commercial interests;
+ Risk Retention Regulatory Change Call Notice has the meaning ascribed thereto in
+ Risk Retention Regulatory Change Call Option means the option of the Retention Holder to
purchase and accept assignment from the Issuer of all Mortgage Receivables and all
Beneficiary Rights relating thereto on any Notes Payment Date following a Risk Retention
Regulatory Change Event; provided that if the Retention Holder has not exercised the Risk
Retention Regulatory Change Call Option, then the Seller may exercise the option to acquire
all Mortgage Receivables and all Beneficiary Rights relating thereto subject to and in
accordance with Condition 6(f) (Risk Retention Regulatory Change Call Option);
+ Risk Retention Regulatory Change Mortgage Receivables Current Value Price has the
meaning ascribed thereto in Condition 6(f) (Risk Retention Regulatory Change Call Option);
+ Risk Retention Regulatory Change Purchase Price has the meaning ascribed thereto in
+ Risk Retention Regulatory Change RS Distribution Amount has the meaning ascribed
thereto in Condition 6(f) (Risk Retention Regulatory Change Call Option);
RMBS Standard means the residential mortgage-backed securities standard created by the
DSA, as amended from time to time;
+ Sale Proceeds means, with respect to a Mortgage Loan, the proceeds (after deducting all costs
and expenses incurred by the Issuer or its agents on its behalf (including legal and other
enforcement costs relating thereto)) received by the Issuer following the sale of the Mortgage
Receivables resulting from such Mortgage Loan to a third party or the Elan Servicer, as the
case may be, or, if the Mortgage Receivables are not capable of being sold to a third party for a
commercially reasonable price as determined by the Portfolio Manager on behalf of the Issuer
or have not been sold within thirty (30) Business Days following the Election Period, the
Forced Sale Proceeds;
+ Sanctioned Country means any country or other territory subject to a general export, import,
financial or investment embargo under any Sanctions, which, as of the date of this Agreement,
include Cuba, Iran, North Korea, Sudan, Syria and Crimea (as defined in, and construed in
accordance with, the applicable Sanctions laws and regulations);
+ Sanctions means economic or financial sanctions or trade embargoes imposed, administered or

enforced from time to time by any Sanctions Authority;
+ Sanctions Authority means:
(i) the United States;
295
(ii) the United Nations Security Council;
(iii) the European Union;
(iv) the United Kingdom; or
(v) the respective governmental institutions of any of the foregoing

including, without limitation, Her Majesty’s Treasury, the Office of
Foreign Assets Control of the US Department of the Treasury, the US
Department of Commerce, the US Department of State and any other
agency of the US government;
Sanctions List means any of the lists of specifically designated nationals or designated or
+ sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as
amended, supplemented or substituted from time to time,
S&P means Standard & Poor’s Credit Market Services Europe Limited, and includes any
successor to its rating business;
Secured Creditors means (i) the Directors, (ii) the Servicer, (iii) the Portfolio Manager, (iv)
the Issuer Administrator, (v) the Paying Agent, (vi) the Reference Agent, (vii) the Issuer
Account Bank, (viii) the Noteholders, (ix) the Swap Counterparty, (x) the Swap Collateral
Custodian, (xi) the Back-up Servicer Facilitator, (xii) the Seller and (xiii) the Reporting
Services Provider;
Securities Act means the United States Securities Act of 1933 (as amended);
Security means any and all security interest created pursuant to the Pledge Agreements;
Security Trustee means Stichting Security Trustee EDML 2017-1, a foundation (stichting)
organised under Dutch law and established in Amsterdam, the Netherlands;
+ Security Trustee Director means Amsterdamsch Trustee’s Kantoor B.V.;
Security Trustee Management Agreement means the security trustee management

agreement between the Security Trustee, Amsterdamsch Trustee’s Kantoor B.V. and the Issuer
dated the Signing Date;
Seller means Elan Woninghypotheken B.V.;
+ Seller Interest Rate Policy means at any time until the occurrence of a Seller Interest Rate
Reset Termination Event the policy determined by the Seller (or the Elan Servicer acting on its
behalf) (attached as Schedule 6 to the Mortgage Receivables Purchase Agreement) in
accordance with which it has agreed to reset the Mortgage Interest Rates on behalf of the
Issuer pursuant to Clause 11 of the Mortgage Receivables Purchase Agreement and as
summarised in Section 7.5 (Interest rate reset in respect of Mortgage Receivables) of this
Prospectus;
+ Seller Interest Reset Termination Event means the event that the Borrowers are notified of
the assignment of the Mortgage Receivables following an Assignment Notification Event;
+ Senior Interest Deficiency Ledger means a ledger comprising of five sub-ledgers, known as
296
the Class B Senior Interest Deficiency Ledger, the Class C Senior Interest Deficiency Ledger,
the Class D Senior Interest Deficiency Ledger, the Class E Senior Interest Deficiency Ledger
and the Class F Senior Interest Deficiency Ledger which shall be established by the Issuer on
the Closing Date into which, in the event of a shortfall of the Senior Interest, the Issuer shall
credit an amount calculated in accordance with Condition 9(b) to the Class B Senior Interest
Deficiency Ledger, the Class C Senior Interest Deficiency Ledger, the Class D Senior Interest
Deficiency Ledger, the Class E Senior Interest Deficiency Ledger and/or the Class F Senior
Interest Deficiency Ledger;
Senior Interest means, in respect of the Class B Notes, the interest payable under item (h) of
the Revenue Priority of Payments, in respect of the Class C Notes, the interest payable under
item (k) of the Revenue Priority of Payments, in respect of the Class D Notes, the interest
payable under item (n) of the Revenue Priority of Payments, in respect of the Class E Notes,
the interest payable under item (q) of the Revenue Priority of Payments and, in respect of the
Class F Notes, the interest payable under item (t) of the Revenue Priority of Payments;
Servicer means Quion Services B.V. or any substitute or successor appointed from time to
time;
+ Servicer Termination Event means any situation in which the appointment of the Servicer is
terminated in accordance with the provisions of the Servicing Agreement;
+ Servicer Termination Notice means a notice from the Servicer giving notice to the Issuer to
terminate the Servicing Agreement in accordance with its terms;
Servicing Agreement means the servicing agreement between the Servicer, the Portfolio
Manager, the Back-up Servicer Facilitator, the Issuer and the Security Trustee dated the
Signing Date;
Shareholder means Stichting Holding EDML 2017-1, a foundation (stichting) organised

under Dutch law and established in Amsterdam, the Netherlands;
+ Shareholder Director means Intertrust Management B.V. or any substitute or successor

appointed from time to time;
Shareholder Management Agreement means the shareholder management agreement

between the Shareholder, the Shareholder Director and the Security Trustee dated the Signing
Date;
Signing Date means 1 September 2017 or such later date as may be agreed between the Issuer,
the Security Trustee and the Joint Lead Managers;
+ Sold Property Portability Option means the portability feature whereby the Borrower
transfers title to its Old Mortgaged Asset prior to it acquiring title to its New Mortgaged Asset;
+ Sold Property Portable Mortgage Account means the bank account of the Issuer designated
as such in the Issuer Account Agreement;
Solvency II means Directive 2009/138/EC of the European Parliament and of the Council of
25 November 2009 on the taking-up and pursuit of Insurance and Reinsurance;
+ Solvency II Regulation means Commission Delegated Regulation (EU) 2015/35 of 10
297
October 2014 supplementing Directive 2009/138/EC of the European Parliament and of the
Council on the taking-up and pursuit of Insurance and Reinsurance;
+ Subordinated Extension Payment Amount means, with respect to an Interest Period after the
First Optional Redemption Date, the payment of an amount equal to the positive difference, if
any, between (a) (i) the Extension Margin plus (ii) Euribor for three months deposits, with (i)
and (ii) floored at zero, multiplied by the aggregate Principal Amount Outstanding of the
relevant Class of Notes at close of business on the first day on an Interest Period and (b) (i) the
relevant Initial Margin plus (ii) Euribor for three months deposits, with (i) and (ii) floored at
zero, multiplied by the aggregate Principal Amount Outstanding of the relevant Class of Notes
at close of business on the first day on an Interest Period, in each case multiplied by the actual
days elapsed in such period divided by a 360 day year;
+ Subordinated Interest Deficiency Ledger means a ledger comprising of six sub-ledgers,

known as the Class A Subordinated Interest Deficiency Ledger, the Class B Subordinated
Interest Deficiency Ledger, the Class C Subordinated Interest Deficiency Ledger, the Class D
Subordinated Interest Deficiency Ledger, the Class E Subordinated Interest Deficiency Ledger
and the Class F Subordinated Interest Deficiency Ledger which shall be established by the
Issuer on the Closing Date into which, in the event of a shortfall of the Subordinated Extension
Payment Amount, the Issuer shall credit an amount calculated in accordance with Condition
9(b) to the Class A Subordinated Interest Deficiency Ledger, the Class B Subordinated Interest
Deficiency Ledger, the Class C Subordinated Interest Deficiency Ledger, the Class D
Subordinated Interest Deficiency Ledger, the Class E Subordinated Interest Deficiency Ledger
and/or the Class F Subordinated Interest Deficiency Ledger;
Subscription Agreement means the subscription agreement relating to the Notes between the
Joint Lead Managers, the Seller and the Issuer dated the Signing Date;
+ Subsequent Remedy Period means (i) in respect of Moody's, as soon as reasonably

practicable and (ii) in respect of Fitch, 30 calendar days;
+ Subsequent Required Ratings means (i) in respect of Moody's, a long-term, unsecured and
unsubordinated debt rating of ‘Baa1’ or a counterparty risk assessment of ‘Baa1(cr)’, and (ii)
in respect of Fitch, a long-term issuer default rating (or derivatives counterparty rating, if
assigned) of ‘BBB-‘ or a short-term issuer default rating of ‘F3’;
+ Supplementary Purchase Price means an amount equal to the proceeds of the issuance of the
Class RS Notes minus (a) the Initial Reserve Account Required Amount and (b) any positive
difference between the Outstanding Principal Amount of the Mortgage Receivables as at the
Cut-Off Date and the proceeds of the issuance of the Floating Rate Notes;
+ Swap Additional Termination Event means an additional termination event as defined in the
Swap Agreement;
* Swap Agreement means an International Swaps and Derivatives Association Inc. 1992 Master
Agreement, the schedule thereto, any credit support annexes or other credit support documents
related thereto and each swap transaction confirmation thereunder, entered into between the
Issuer, the Swap Counterparty and the Security Trustee on or prior to the Closing Date and the
swap transactions effected thereunder (or such replacement swap agreement as the Issuer may
enter into in accordance with the Transaction Documents);
+ Swap Calculation Period means the period commencing on (and including) each Notes
298
Payment Date and ending on (but excluding) the immediately following Notes Payment Date,
except for (i) the first swap calculation period which will commence on (and include) the
effective date of the relevant Swap Transaction, and (ii) the final swap calculation period
which will end on (and include) the termination date of the relevant Swap Transaction;
+ Swap Cash Collateral Account means the bank account of the Issuer designated as such in
the Swap Collateral Custodian Agreement and any further account opened to hold Swap
Collateral in the form of cash provided to the Issuer by the Swap Counterparty;
+ Swap Collateral means, at any time, any asset (or the applicable part of any asset) (including
cash and/or securities) which is paid or transferred by the Swap Counterparty to the Issuer as
collateral to secure the performance by the Swap Counterparty of its obligations under the
Swap Agreement together with any amount of interest credited to the Swap Cash Collateral
Account and any income or distributions received in respect of such asset and any equivalent
of such asset into which such asset is transformed;
+ Swap Collateral Account means the Swap Cash Collateral Account or the Swap Securities
Collateral Account as the case may be;
+ Swap Collateral Account Rights means any and all rights of the Issuer vis-à-vis the Swap
Collateral Custodian under or in connection with the Swap Collateral Custodian Agreement
and the Swap Collateral Accounts;
+ Swap Collateral Custodian means The Bank of New York Mellon, London Branch or any
substitute or successor appointed from time to time;
+ Swap Collateral Custodian Agreement means the swap collateral custodian agreement
between amongst others the Issuer, the Security Trustee, the Swap Collateral Custodian dated
on or about the Signing Date;
Swap Counterparty means ING Bank N.V. or any substitute or successor appointed from
time to time;
+ Swap Counterparty Floating Amount means, in respect of a Swap Payment Date, an amount
equal to (a) the Swap Notional Amount for the relevant Swap Calculation Period multiplied by
(b) Euribor for three month deposits determined as at the immediately preceding Interest
Determination Date multiplied by (c) the relevant day count fraction determined on an
actual/360 basis;
+ Swap Counterparty Subordinated Payment means any termination payment due and
payable as a result of the occurrence of (i) a Swap Event of Default where the Swap
Counterparty is the Defaulting Party or (ii) a Swap Additional Termination Event arising
pursuant to the occurrence of a Rating Event;
+ Swap Event of Default means Event of Default as defined in the Swap Agreement;
+ Swap Fixed Rate means in respect of a Swap Payment Date, a rate calculated by the Swap
Counterparty equal to the weighted average of the Mortgage Receivable Swap Rates in respect
of the Fixed Rate Mortgage Receivables calculated by reference to the Outstanding Principal
Amount of each Fixed Rate Mortgage Receivable as at the most recent Mortgage Receivable
Reset Date for such Fixed Rate Mortgage Receivable;
299
+ Swap Notional Amount means in respect of a Swap Calculation Period, an amount in Euro
equal to the sum of (i) the Outstanding Principal Amount of the Fixed Rate Mortgage
Receivables as at the Swap Notional Observation Date for such Calculation Period and (ii) the
credit balance (if any) of the Sold Property Portable Mortgage Account as at the Swap
Notional Observation Date for such Calculation Period;
+ Swap Notional Observation Date means, in respect of each Swap Calculation Period, the last
day of the Notes Calculation Period ending immediately prior to the start of such Swap
Calculation Period (or, if none, as at the effective date of the relevant Swap Transaction);
+ Swap Payment Date means (a) if the net swap payment is due from the Swap Counterparty,
three Business Days prior to the relevant Notes Payment Date, and (b) if the net swap payment
is due from the Issuer, the relevant Notes Payment Date;
+ Swap Securities Collateral Account means the custody account of the Issuer designated as
such in the Swap Collateral Custodian Agreement and any further custody account required to
be opened to hold any collateral in the form of securities provided to the Issuer by the Swap
Counterparty;
+ Swap Tax Credits means any credit, allowance, set-off or repayment, which is received by the
Issuer in respect of tax from the tax authorities of any jurisdiction relating to any deduction or
withholding giving rise to an increased payment by the Swap Counterparty to the Issuer;
+ Swap Termination Event means a Termination Event as defined in the Swap Agreement;
+ Swap Termination Notice means a notice from the Swap Counterparty giving notice to the
Issuer to terminate the Swap Agreement in accordance with its terms;
+ Swap Termination Payment means any payment due to the Swap Counterparty upon the
early termination of a swap transaction under a Swap Agreement to which the Swap
Counterparty is a party;
Swap Transaction means any of the swap transactions entered into under the Swap
Agreement;
TARGET 2 means the Trans-European Automated Real-Time Gross Settlement Express

Transfer 2 System;
TARGET 2 Settlement Day means any day on which TARGET 2 is open for the settlement
of payments in euro;
* Tax Call Option means the option of the Issuer, in accordance with Condition 6(g), to redeem
all Notes on any Notes Payment Date;
+ Tax Call Option Event means the event that the Issuer is or will be obliged to make any
withholding or deduction for, or on account of, any taxes, duties or charges of whatsoever
nature from payments in respect of any Class of Notes as a result of any change in, or
amendment to, the laws or regulations of the Netherlands (including any guidelines issued by
the tax authorities) or of any other jurisdiction or any political sub-division or authority thereof
or therein having the power to tax, or any change in the application or official interpretation of
such laws or regulations (including a holding by a court of competent jurisdiction), which
300
becomes effective on or after the Closing Date and such obligation cannot be avoided by the
Issuer taking reasonable measures available to it.
+ Tax Call Option Minimum Required Purchase Price means an amount equal to the sum of
the:
(a) the present value of the expected cash flow of principal and interest on the
Floating Rate Notes net of amounts that would have been withheld or
deducted after the occurrence of a Tax Call Option Event until the Final
Maturity Date;
(b) (taking into account other funds available to the Issuer) the amounts required
under item (a) up to and including (c) (which shall include any costs and
expenses of the Issuer in relation to the exercise by the Issuer of the Tax Call
Option) of the Post-Enforcement and Call Option Exercise Priority of
Payments on such Notes Payment Date;
(c) the amount required to pay all fees, costs and expenses due and payable in
relation to the liquidation of the Issuer; and
(d) any Net Swap Payment (which includes any Swap Termination Payment)
payable under the Swap Agreement on such Notes Payment Date;
Tax Event means any change in tax law, after the date of the Swap Agreement, due to which
the Swap Counterparty will, or there is a substantial likelihood that it will, be required to pay
to the Issuer additional amounts for or on account of tax;
Temporary Global Note means a temporary global note in respect of a Class of Notes;
+ Third Party Conditions means the conditions under which a third party is willing to purchase
Mortgage Receivables affected by a breach of a Key Representation;
+ Third Party Due Diligence Provider means Clayton Euro Risk Ltd.;
Transaction Documents means the Master Definitions Agreement, the Mortgage Receivables
Purchase Agreement, the Deeds of Assignment and Pledge, the Deposit Agreement, the
Administration Agreement, the Issuer Account Agreement, the Swap Agreement, the Servicing
Agreement, the Portfolio Management Agreement, the Pledge Agreements, the Parallel Debt
Agreement, the Notes, the Paying Agency Agreement, the Management Agreements, the
Interest Rate Reset Agreement, the Reporting Services Agreement, the Trust Deed, the
Collection Foundation Agreements, the Swap Collateral Custodian Agreement and the Deed of
Charge;
+ Transaction Party means each party to a Transaction Document;
Trust Deed means the trust deed between, amongst others, the Issuer and the Security Trustee
dated the Signing Date;
+ UCITS means Undertakings for Collective Investment in Transferable Securities;
+ Unsold Property Portability Option means the portability feature whereby the Borrower
acquires title to its New Mortgaged Asset prior to it transferring title to its Old Mortgaged
301
Asset;
+ U.S. Risk Retention Requirements means Section 15G of the Exchange Act and any
applicable implementing regulations;
Wft means the Dutch Financial Supervision Act (Wet op het financieel toezicht) and its
subordinate and implementing decrees and regulations as amended from time to time; and
WOZ means the Valuation of Immovable Property Act (Wet waardering onroerende zaken) as
amended from time to time.
8.3 Interpretation
The language of this Prospectus is English. Certain legislative references and technical terms have been cited
in their original language in order that the correct technical meaning may be ascribed thereto under
applicable law.
Any reference in this Prospectus to:
an Act or a statute or treaty shall be construed as a reference to such Act, statute or treaty as the same may
have been, or may from time to time be, amended or, in the case of an Act or a statute, re-enacted;
this Agreement or an Agreement or this Deed or a deed or a Deed or a Transaction Document or any of
the Transaction Documents (however referred to or defined) shall be construed as a reference to such
document or agreement as the same may be amended, supplemented, restated, novated or otherwise modified
from time to time;
a Class of Notes shall be construed as a reference to the Class A Notes, the Class B Notes, the Class C
Notes, the Class D Notes, the Class E Notes, the Class F Notes or the Class RS Notes, as applicable;
a Class A, Class B, Class C, Class D, Class E, Class F or Class RS Noteholders, Principal Deficiency,
Principal Deficiency Ledger, Principal Shortfall, Redemption Amount, Reserve Ledger, Temporary Global
Note or Permanent Global Note shall be construed as a reference to a Noteholder of, a Principal Deficiency,
the Principal Deficiency Ledger, a Principal Shortfall, a Redemption Amount, the Reserve Ledger, the
Temporary Global Note or the Permanent Global Note pertaining to, as applicable, the relevant Class of
Notes;
a Code shall be construed as a reference to such code as the same may have been, or may from time to time
be, amended or, in the case of a statute, re-enacted;
encumbrance includes any mortgage, charge or pledge or other limited right (beperkt recht) securing any
obligation of any person, or any other arrangement having a similar effect;
Euroclear and Clearstream, Luxembourg includes any additional or alternative system approved by the
Issuer, the Security Trustee and the Paying Agent and permitted to hold the Temporary Global Notes and the
Permanent Global Notes, provided that such alternative system must be authorised to hold the Temporary
Global Notes and the Permanent Global Notes as Eurosystem Eligible Collateral;
the records of Euroclear and Clearstream, Luxembourg are to the records that each of and Clearstream,
Luxembourg hold for their customers which reflect the amount of such customers’ interests in the Notes;
foreclosure includes any lawful manner of generating proceeds from collateral whether by public auction,
by private sale or otherwise;
302
holder means the bearer of a Note and related expressions shall (where appropriate) be construed
accordingly;
including or include shall be construed as a reference to including without limitation or include without
limitation, respectively;
indebtedness shall be construed so as to include any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or contingent;
a law, directive or regulation shall be construed as any law (including common or customary law), statute,
constitution, decree, judgement, treaty, regulation, directive, bye-law, order, any regulatory technical
standards and any implementing technical standards, official statement of practice or guidance or any other
legislative measure of any government, supranational, local government, statutory or regulatory body or
court and shall be construed as a reference to such law (including common or customary law), statute,
constitution, decree, judgement, treaty, regulation, directive, bye-law, order, any regulatory technical
standards and any implementing technical standards, official statement of practice or guidance or any other
legislative measure of any government, supranational, local government, statutory or regulatory body or
court as the same may have been, or may from time to time be, amended;
a month shall be construed as a reference to a period beginning in one calendar month and ending in the next
calendar month on the day numerically corresponding to the day of the calendar month on which it
commences or, where there is no date in the next calendar month numerically corresponding as aforesaid, the
last day of such calendar month, and "months" and "monthly" shall be construed accordingly;
the Notes, the Conditions, any Transaction Document or any other agreement or document shall be
construed as a reference to the Notes, the Conditions, such Transaction Document or, as the case may be,
such other agreement or document as the same may have been, or may from time to time be, amended,
restated, varied, novated, supplemented or replaced;
a person shall be construed as a reference to any person, firm, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having separate legal personality) of two
or more of the foregoing or any successor or successors of such party;
a preliminary suspension of payments, suspension of payments or suspension of payments of payments

shall, where applicable, be deemed to include a reference to the suspension of payments ((voorlopige)
surseance van betaling) as meant in the Dutch Bankruptcy Act (Faillissementswet) or any emergency
regulation (noodregeling) on the basis of the Wft; and, in respect of a private individual, any debt
restructuring scheme (schuldsanering natuurlijke personen);
principal shall be construed as the English translation of hoofdsom or, if the context so requires, pro resto
hoofdsom and, where applicable, shall include premium;
repay, redeem and pay shall each include both of the others and repaid, repayable and repayment,
redeemed, redeemable and redemption and paid, payable and payment shall be construed accordingly;
a successor of any party shall be construed so as to include an assignee or successor in title (including after a
novation) of such party and any person who under the laws of the jurisdiction of incorporation or domicile of
such party has assumed the rights and obligations of such party under a Transaction Document or to which,
under such laws, such rights and obligations have been transferred;
any Transaction Party or party or a party to any Transaction Document (however referred to or defined)
shall be construed so as to include its successors and transferees and any subsequent successors and
transferees in accordance with their respective interests appointed from time to time; and
303
tax includes any present or future tax, levy, impost, duty or other charge of a similar nature (including,
without limitation, any penalty payable in connection with any failure to pay or any delay in paying any of
the same).
In this Prospectus, save where the context otherwise requires, words importing the singular number include
the plural and vice versa.
Headings used in this Prospectus are for ease of reference only and do not affect the interpretation of this
Prospectus.
DSA DEFINITIONS NOT USED
Annuity Mortgage Receivable

Applicable Final Terms
Borrower Insurance Proceeds Instruction
Defaulted Mortgage Loan
Deferred Purchase Price
Deferred Purchase Price Instalment
Insurance Savings Participant
Insurance Savings Participation
Insurance Savings Participation Increase
Insurance Savings Participation Redemption Available Amount
Investment Mortgage Loan
Investment Mortgage Receivable
Life Insurance Policy
Life Insurance Policy with a Savings Element
Life Mortgage Loan
Life Mortgage Receivable
Life Mortgage Receivable with a Savings Element
Manager
New Mortgage Receivable
Notes Clean-up Call Option
Originator
Participant
Participation
Participation Fraction
Participation Redemption Available Amount
Post-Enforcement Priority of Payments
Professional Market Party
Reserve Account Target Level
Savings Insurance Policy
Savings Investment Insurance Policy
Savings Mortgage Loan
Savings Mortgage Receivable
Savings Premium
Seller Collection Account
Seller Collection Account Bank
Seller Collection Account Bank Requisite Credit Rating
Stichting WEW
Sub-class
Switch/Hybrid Mortgage Receivable
Unit-Linked Alternative
304
9. REGISTERED OFFICES
THE ISSUER
EDML 2017-1 B.V.

Prins Bernhardplein 200
1097 JB Amsterdam
The Netherlands
SELLER
Elan Woninghypotheken B.V.

Fascinatio Boulevard 1302
2909 VA Capelle aan den IJssel
The Netherlands
SECURITY TRUSTEE
Stichting Security Trustee EDML 2017-1

Prins Bernhardplein 200
1097 JB Amsterdam
The Netherlands
SWAP COUNTERPARTY
ING Bank N.V.

Foppingadreef 7
1102 BD Amsterdam
The Netherlands
ISSUER ACCOUNT BANK SWAP COLLATERAL CUSTODIAN
N.V. Bank Nederlandse Gemeenten The Bank of New York Mellon, London Branch
Koninginnegracht 2 One Canada Square
2514 AA 's-Gravenhage London, E14 5AL
The Netherlands United Kingdom
PAYING AGENT AND REFERENCE AGENT LISTING AGENT
BNP Paribas Securities Services, Luxembourg ABN AMRO Bank N.V.

Branch
60, avenue J.F. Kennedy Gustav Mahlerlaan 10
Luxembourg 1082 PP Amsterdam
L – 2085 Luxembourg The Netherlands
305
LEGAL ADVISERS
To Goldman Sachs International as Arranger and To the Issuer

Joint Lead Manager
Allen & Overy LLP Freshfields Bruckhaus Deringer LLP

Apollolaan 15 Strawinskylaan 10
1077 AB Amsterdam 1077 XZ Amsterdam
The Netherlands The Netherlands
To the Seller To the Portfolio Manager
Loyens & Loeff N.V. Clifford Chance LLP

Fred. Roeskestraat 100 Droogbak 1A
1076 ED Amsterdam 1013 GE Amsterdam
The Netherlands The Netherlands
To ING Bank N.V. as Joint Lead Manager
Hogan Lovells International LLP

Strawinskylaan 3091
1077 ZX Amsterdam
The Netherlands
AUDITOR
Deloitte Accountants B.V.
Gustav Mahlerlaan 2970
1081 LA Amsterdam
The Netherlands
ARRANGER
Goldman Sachs International

Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
JOINT LEAD MANAGERS
Goldman Sachs International ING Bank N.V.

Peterborough Court Foppingadreef 7
133 Fleet Street 1102 BD Amsterdam
London EC4A 2BB The Netherlands
United Kingdom
306

Goedgekeurde-Prospectussen 27918

Uploaded by

Copyright:

Available Formats

Goedgekeurde-Prospectussen 27918

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Goedgekeurde-Prospectussen 27918

Uploaded by

Copyright:

Available Formats

EDML 2017-1 B.V.

Class A Class B Class C Class D Class E Class F Class RS

Interest Act/360 Act/360 Act/360 Act/360 Act/360 Act/360 n/a

Expected AAA sf / AAsf / A+sf / A-sf / BBB-sf / n/a n/a

The date of this Prospectus is 1 September 2017.

Principal features of the transaction

Ownership structure of the Issuer

Stichting Holding EDML Intertrust

Collection Stichting Elan Woninghypotheken Ontvangsten, established under Dutch law as a

Paying Agent: BNP Luxembourg

Reference Agent: BNP Luxembourg

Listing Agent: ABN AMRO

Arranger: Goldman Sachs International

Joint Lead Goldman Sachs International and ING Bank N.V.

Retention Holder: Goldman Sachs Lending Partners LLC

Elan Servicer: Quion

Elan Portfolio DMPM

Elan Lender: Goldman Sachs Lending Partners LLC

Certain features of the Notes are summarised below:

Class A Class B Class C Class D Class E Class F Class RS

Interest Act/360 Act/360 Act/360 Act/360 Act/360 Act/360 n/a

Expected AAAsf / AAsf / A+sf / A-sf / BBB-sf / n/a n/a

First Notes Notes Notes Notes Notes Notes Notes

Final Notes Notes Notes Notes Notes Notes Notes

(i) the Class A Notes;

(ii) the Class B Notes;

(iii) the Class C Notes;

(iv) the Class D Notes;

(v) the Class E Notes;

(vi) the Class F Notes; and

(vii) the Class RS Notes.

Issue Price: The issue price of the Notes shall be as follows:

(i) the Class A Notes 101.371 per cent.;

(ii) the Class B Notes 99.847 per cent.;

(iii) the Class C Notes 100.00 per cent.;

(iv) the Class D Notes 100.00 per cent.;

(v) the Class E Notes 100.00 per cent.;

(vi) the Class F Notes 98.602 per cent.; and

(vii) the Class RS Notes 49.275 per cent.

(a) first, the Class A Notes, until fully redeemed;

(b) second, the Class B Notes, until fully redeemed;

(c) third, the Class C Notes, until fully redeemed;

(d) fourth, the Class D Notes, until fully redeemed;

(e) fifth, the Class E Notes, until fully redeemed;

(f) sixth, the Class F Notes, until fully redeemed; and

(g) seventh, the Class RS Notes.

FATCA If an amount in respect of FATCA Withholding were to be deducted or withheld either

Credit ratings: It is a condition precedent to issuance that:

Settlement: Euroclear and Clearstream, Luxembourg.

(a) at any time prior to the Amortisation Condition being

(b) at any time after the Amortisation Condition being satisfied,

(iii) Construction Deposit Account: an account for the purpose of

An amount equal to the Aggregate Construction Deposit Amount as at

Provided that the Further Advance Receivables and Additional Loan

Principal balance 255,686,048.15

Value of Saving Deposits 0.00

Net principal balance 255,686,048.15

Construction Deposits 1,140,440.75

Net principal balance excl. Construction and Saving Deposits 254,545,607.40