IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the prospectus. In accessing the prospectus, you agree to be bound by the following terms and conditions, including, any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this prospectus or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act). This prospectus is being sent at your request and by accepting the and accessing this prospectus, you shall be deemed to have represented to us that you are not a U.S. person, the electronic mail address that you gave us and to which this has been delivered is not located in the U.S. (including, but not limited to, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any States of the United States or the District of Columbia and that you consent to delivery of such prospectus by electronic transmission. You are reminded that this prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall this prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither J.P. Morgan Securities Ltd., ING Bank N.V. nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version available to you on request from J.P. Morgan Securities Ltd. and ING Bank N.V.

2 ORANGE LION RMBS B.V. (a private company with limited liability incorporated under the laws of The Netherlands) 320,000,000 Class A1 Floating Rate Notes due ,000,000 Class A2 Floating Rate Notes due ,400,000 Class B Floating Rate Notes due ,100,000 Class C Floating Rate Notes due 2043 The Notes The issue price of the Notes is 100% of their principal amount. The Notes are expected to be issued on 1 December The Notes in each class will at all times rank without preference or priority pari passu among themselves. Payments of principal and interest on the Class A Notes will at all times rank in priority to payments of principal and interest, respectively, on the Class B Notes and the Class C Notes. Payments of principal and interest on the Class B Notes will at all times rank in priority to payments of principal and interest, respectively, on the Class C Notes. The Notes will be in bearer form and in the denomination of 100,000 each. The Notes of each sub-class will initially be in the form of a Temporary Global Note, which will be deposited on or around the Closing Date with Euroclear Netherlands. Each Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note, not earlier than 40 days after the Closing Date upon certification as to non-u.s. beneficial ownership. Interest payments in respect of the Notes cannot be collected without certification of non-u.s. beneficial ownership. Each Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of 100,000 each and with interest coupons attached. Approval and Listing The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Prospectus Directive 2003/71/EC. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purpose of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. The Issuer is not and will not be regulated by the Central Bank as a result of issuing the Notes. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. Interest The Notes will bear interest from the Closing Date until the First Optional Redemption Date at the rate of EURIBOR for three month euro deposits (except in respect the first Notes Payment Date, falling in March 2012, in which the EURIBOR rate will be referenced to the linear interpolation of three and four months EURIBOR) plus a margin per annum, which is in respect of the Class A1 Notes 1.05%, Class A2 Notes 1.50%, Class B Notes 0% and Class C Notes 0%. After the First Optional Redemption Date the respective margins shall be in respect of the Class A1 Notes 2.10%, Class A2 Notes 3.00%, Class B Notes 0% and Class C Notes 0%. Interest is payable quarterly in arrears commencing on the Notes Payment Date falling in March There will be a long first coupon. Redemption Unless previously redeemed or cancelled, the Notes will be redeemed at their Notional Principal Amount Outstanding on their respective Notes Final Maturity Date. On any Notes Payment Date on which there are Available Redemption Funds, the Notes will be subject to (partial) redemption, as set out in and subject to the Conditions. On the Notes Payment Date falling in September 2016 and each Notes Payment Date thereafter (each being an Optional Redemption Date) the Issuer will have the option to redeem the Notes then outstanding in whole but not in part at their Notional Principal Amount Outstanding. In addition, the Issuer has the option to redeem the Notes in each class in whole but not in part by exercising the Tax Call, and must redeem the Notes if the Originator exercises the Clean-up Call. Security The Notes have the benefit, indirectly through the Parallel Debt owed to the Trustee, of a pledge of the Transferred Receivables and certain of the assets of the Issuer in favour of the Trustee. The right to receive payment of interest and principal on the Class B Notes and the Class C Notes will be subordinated and may be limited as further described herein. Ratings It is a condition precedent to issuance that, on issue, the Class A Notes be assigned a rating of AAAsf by Fitch and a rating of Aaa(sf) by Moody's. The Class B Notes and the Class C Notes will not be rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Risk Factors Investing in the Notes involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed in section A (Risk Factors) of this Prospectus. Article 122a of the Capital Requirements Directive The Originator has in the Subscription Agreement undertaken to each of the Joint Lead Managers and each of the Joint Arrangers that the Originator will at all times comply with the requirements of Article 122a of directive 2006/48/EC (as amended by directive 2009/111/EC, and as amended, supplemented or superseded, from the time to time, including, any statements of interpretation, practice or guidelines issued by the Committee of European Banking Supervision (or any successor body), in respect of the same) (the "Capital Requirements Directive"). The Originator has specifically undertaken that it will at all times retain a material net economic interest of not less than five per cent. in the securitisation transaction described in this Prospectus (the "Securitisation") in accordance with the requirements of the Capital Requirements Directive. As at the Closing Date, such material net economic interest - ii -

3 will be held in accordance with Article 122a paragraph (1) sub-paragraph (d) of the Capital Requirements Directive and will comprise of the entire interest in the first loss tranche of the Securitisation (held through the Class C Notes and the Class B Notes). The Originator has further undertaken that any intended or actual change in, or the manner in which, its interest in the first loss tranche is held will be made in accordance with Article 122a of the Capital Requirements Directive and will be notified by the Originator to the Issuer. In addition to the information set out herein and forming part of this Prospectus, the Originator has undertaken to each of the Joint Lead Managers and each of the Joint Arrangers to make available to Noteholders all materially relevant data required to ensure that the Originator complies with the requirements of Article 122a paragraph (7) of the Capital Requirements Directive upon request. The Originator has in the Receivables Purchase Agreement provided the same undertakings described in the previous two paragraphs to each of the Issuer and the Trustee (on behalf of itself and the Noteholders), respectively, so long as the Notes are outstanding. After the Closing Date, the Issuer will prepare quarterly investor reports wherein relevant information with regard to the Loans and Transferred Receivables will be disclosed publicly together with a confirmation by the Originator of its compliance with the requirements of Article 122a of the Capital Requirements Direction, including, confirmation of the retention of the material net economic interest in the Securitisation by the Originator. If the Issuer receives a notification from the Originator of any intended or actual change in (the manner in which) the Originator s interest in the first loss tranche is held, then the Issuer will inform the Noteholders thereof as soon as is reasonably practicable. Each prospective investor is required independently to assess and determine the sufficiency of the information described above for the purposes of complying with Article 122a of the Capital Requirements Directive and none of the Issuer, the Originator nor any of the Joint Arrangers nor any of the Joint Lead Managers makes any representation that the information described above or in this Prospectus is sufficient in all circumstances for such purposes. The Originator accepts responsibility for the information set out in this paragraph entitled 'Article 122a of the Capital Requirements Directive'. In addition, each prospective investor should ensure that they comply with the implementing provisions in respect of Article 122a of the Capital Requirements Directive in their relevant jurisdiction. Investors who are uncertain as to the requirements which apply to them in respect of their relevant jurisdiction, should seek guidance from their regulator. 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 Netherlands as one of the Central Securities Depositories (the "CSDs") that fulfils the minimum standard established by the European Central Bank, as common safekeeper and does not necessarily mean that the Class A Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem 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 and the Class C Notes are not intended to be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem. Subscription An affiliate of J.P. Morgan Securities Ltd. ("J.P. Morgan") intends to purchase EUR 320,000,000 of the Class A1 Notes and EUR 960,000,000 of the Class A2 Notes on the Closing Date and in that respect may exercise voting rights in respect of the Class A1 Notes and the Class A2 Notes that may be prejudicial to other Noteholders. J.P. Morgan will also be a Joint Arranger and a Joint Lead Manager in respect of the Class A Notes. J.P Morgan, in its capacity as Joint Lead Manager, will on the Closing Date agree to subscribe for all the Class A Notes and ING (in its capacity as Joint Lead Manager) will on the Closing Date subscribe for all of the Class B Notes and the Class C Notes (the "Retained Notes"). Joint Arrangers ING BANK N.V. J.P. Morgan Joint Lead Managers ING BANK N.V. J.P. Morgan Dated 29 November iii -

4 Responsibility Statements The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to affect its import. In addition, the Originator accepts responsibility for the information contained in sections 2.3 (Eligible Receivables), 2.4 (Stratification tables), 2.5 (Overview of the Dutch Residential Mortgage Market), 2.6 (Municipality / NHG Guarantee Programme), 2.7 (Origination and Servicing by Originator) and 2.9 (ING Bank N.V.) of this Prospectus and for the information relating to Article 122a of the Capital Requirements Directive set out in this Prospectus on page (ii) and (iii), in the risk factor 'Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes' on page 5, in section 1.4 (Subscription and Sale) on page 60 and in section 6 (General) on page 119 and consequently the Originator does not assume any liability in respect of the information contained in any section other than those mentioned in this paragraph. The Originator accepts responsibility for the information contained in the aforementioned sections of this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, such information to the best of its knowledge is in accordance with the facts and contains no omission likely to affect its import. Any information from third parties contained in such sections has been accurately reproduced and, as far as the Originator is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Representations about the Notes Each of the Issuer and the Originator has jointly and severally represented and warranted to the Joint Lead Managers that the Prospectus, other than the sections for which it is not responsible, contains all information which is to the best of its information, knowledge and belief (in the context of the issue of the Notes) material, such information is true and accurate in all material respects and not misleading in any material respect, any opinions, predictions and intentions expressed on its part in this Prospectus are honestly held or made after due and careful consideration of all relevant circumstances and based on reasonable assumptions and are not misleading in any material respect, this Prospectus, other than the sections for which it is not responsible, does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect, and all proper enquiries have been made to ascertain and to verify the foregoing. Neither the Joint Arrangers nor the Joint Lead Managers have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Joint Arrangers or the Joint Lead Managers as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer. 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 issue 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 Originator, the Trustee, the Joint Arrangers or the Joint Lead Managers. Obligations of Issuer only The Notes will be obligations of the Issuer only and will not be obligations or responsibilities of, or guaranteed by, any of the other Transaction Parties. Financial Condition of the Issuer Neither this Prospectus nor any other information supplied in connection with the issue of the Notes should be considered as a recommendation by the Issuer, the Originator, the Trustee, the Joint Arrangers or the Joint Lead Managers that any recipient of this Prospectus or any other information supplied in connection with the issue of the Notes should purchase any Notes. 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. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes or the issue of any Notes constitutes an - iv -

5 offer or invitation by or on behalf of the Issuer, the Originator, the Trustee, the Joint Arrangers or the Joint Lead Managers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in it concerning the Issuer or the Originator is correct at any time subsequent to the date of this Prospectus or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer or the Originator since the date of this Prospectus or that any other information supplied in connection with the issue of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. None of the Joint Arrangers, the Trustee or the Joint Lead Managers undertakes to review the financial condition or affairs of the Issuer or the Originator during the life of the Notes. Investors should carefully review and evaluate, among other things, the most recent financial statements of the Issuer when deciding whether or not to purchase any Notes. Regulation (EC) No 1060/2009 (Credit Rating Agencies Directive) The credit ratings within this Prospectus are issued by Fitch and Moody's. Fitch Ratings Ltd. and Moody's Investors Service Limited are established in the European Union and have applied for registration under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. Notification of the registration was provided by the European Securities and Markets Authority on 31 October Selling Restriction Summary None of the Issuer, the Originator, Joint Arrangers or the Joint Lead Managers represents that this Prospectus may be lawfully distributed, or that Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Originator, the Joint Arrangers or the Joint Lead Managers which would permit a public offering of the Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published, in any jurisdiction where such offer, sale, distribution and/or publication would be prohibited. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are selling restrictions in relation to the United States, the United Kingdom and the European Economic Area and such other restrictions as may apply. See section 1.4 (Subscription and Sale) of this Prospectus. The Notes have not been, and will not be, registered under the Securities Act and are subject to United States tax law requirements. The Notes are being offered outside the United States in accordance with Regulation S, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Suitability of Investment Structured securities, such as the Notes, are sophisticated instruments, can involve a high degree of risk and are intended for sale only to those investors capable of understanding the risk entailed in such instruments. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they understand the nature of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers of the Notes should conduct their own investigations and, in deciding whether or not to purchase Notes, should form their own views of the merits of an investment related to the Notes based upon such investigations - v -

6 and not in reliance upon any information given in this Prospectus. If in doubt potential investors are strongly recommended to consult with their independent financial advisers before making any investment decision. Tax Summary All payments of interest and principal in respect of the Notes shall be made free of Tax unless the Issuer, the Trustee or the Paying Agent (as the case may be) are required by law to make any Tax Deduction. In that event, the Issuer, the Trustee or the Paying Agent (as the case may be) shall make such payments after such Tax Deduction and shall account to the relevant authorities for the amount so deducted. This Prospectus includes general summaries of the Dutch Tax considerations relating to an investment in the Notes. See section 1.3 (Taxation in The Netherlands) of this Prospectus. Such summaries may not apply to a particular holder of any Notes. Any potential investor should consult its own tax adviser for more information about the Tax consequences of acquiring, owning and disposing of Notes in its particular circumstances. Interpretation Unless otherwise indicated in this Prospectus or the context otherwise requires, capitalised terms used in this Prospectus have the meanings ascribed to them in the Master Definitions Schedule set out in Schedule 1 (Master Definitions Schedule) which has been reproduced from the Incorporated Terms Memorandum. The principles of interpretation and construction set out in clause 2 (Principles of Interpretation and Construction) of Schedule 1 (Master Definitions Schedule) to this Prospectus shall apply to this Prospectus. Stabilisation In connection with the issue of the Notes, ING Bank N.V. (in its capacity as stabilising manager, the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules. - vi -

7 CONTENTS Page A. RISK FACTORS... 1 A.1 NOTES... 1 A.2 RECEIVABLES A.3 SERVICING; ADMINISTRATION A.4 SWAP A.5 CASHFLOWS AND COMMINGLING RISK A.6 GENERAL B. KEY FEATURES B.1 NOTES B.2 RECEIVABLES B.3 SERVICING; ADMINISTRATION B.4 SWAP B.5 CASHFLOWS C. STRUCTURE DIAGRAM D. PRINCIPAL TRANSACTION PARTIES NOTES FORM OF THE NOTES TERMS AND CONDITIONS OF THE NOTES TAXATION IN THE NETHERLANDS SUBSCRIPTION AND SALE USE OF PROCEEDS ISSUER TRUSTEE SECURITY RECEIVABLES PURCHASE BY ISSUER SALE BY ISSUER ELIGIBLE RECEIVABLES STRATIFICATION TABLES OVERVIEW OF THE DUTCH RESIDENTIAL MORTGAGE MARKET MUNICIPALITY / NHG GUARANTEE PROGRAMME ORIGINATION AND SERVICING BY ORIGINATOR SUB-PARTICIPATION ING BANK N.V SERVICING; ADMINISTRATION SERVICING SERVICER ADMINISTRATION SWAP CASHFLOWS ACCOUNTS LEDGERS PRINCIPAL DEFICIENCY LEDGER INCOME PRIORITY OF PAYMENTS

8 5.5 REDEMPTION PRIORITY OF PAYMENTS ENFORCEMENT PRIORITY OF PAYMENTS GENERAL SCHEDULE 1 - MASTER DEFINITIONS SCHEDULE DEFINITIONS PRINCIPLES OF INTERPRETATION AND CONSTRUCTION

9 A. 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 risks associated with the Notes are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding 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. Before making an investment decision with respect to any Notes, prospective investors should consult their own stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and carefully review the risks entailed by an investment in the Notes and consider such an investment decision in the light of the prospective investor's personal circumstances. The subsequent numbers and capital headings used in the below text, correspond to the numbers and headings of the subsequent chapters as contained in this Prospectus after this section, where additional and more detailed information on the same heading can be found. A.1 NOTES Each prospective investor in the Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent with any investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or, if it is acquiring the Notes in a fiduciary capacity, for the beneficiary). In particular, investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each prospective investor should therefore consult its legal advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii) the Notes can be used as underlying securities for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; 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 potential investor's currency; understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices, securities, assets and/or financial markets; and be 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 its investment and its ability to bear the applicable risks

10 The Notes are complex financial instruments. A potential investor should not invest in the Notes unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio. Subordination The Class B Notes and the Class C are subordinated in right of payment of interest and principal to the Class A Notes, both before as well as after an Issuer Default. There is no assurance that these subordination rules will protect the holder of Class A Notes from any or all risk of loss. The Class C Notes are subordinated in right of payment of interest and principal to the Class B Notes, both before as well as after an Issuer Default. There is no assurance that these subordination rules will protect the holder of Class B Notes from any or all risk of loss. The obligations of the Issuer in respect of the Notes will rank in seniority and security and as to payment of interest and principal, behind the obligations of the Issuer in respect of certain items set out in the relevant Priority of Payments. In addition, payments on the Class A Notes will be made in priority to payments on the Class B Notes and the Class C Notes, payments on the Class B Notes will be made in priority to payments on the Class C Notes. Although payments in respect of the Class A Notes pursuant to Condition 9.2 (Mandatory Redemption in part) will in certain circumstances be made in order of priority of sub-class A1 and then A2, the Class A2 Notes do not purport to provide credit enhancement to the Class A1 Notes. If, on any date, the Security is to be enforced and the proceeds of the enforcement would be insufficient to fully redeem the Class A Notes in full, such loss will be borne, pro rata and pari passu, by the holders of the Class A Notes. If the Class A1 Notes have been redeemed (in part or in full) at such time, this will result in the Class A2 Notes bearing a greater proportion of the loss than that borne by the Class A1 Notes. Obligations under the Notes The Notes will be solely the obligations of the Issuer. The Notes will not represent an obligation or be the responsibility of the Originator, the Joint Arrangers, the Joint Lead Managers, the Swap Counterparty, the Trustee or any other party to the Transaction Documents, their officers, members, directors, employees, security holders or incorporators, other than the Issuer. The Issuer will be liable solely in its corporate capacity for its obligations in respect of the Notes and such obligations will not be the obligations of its officers, members, directors, employees, security holders or incorporators. None of the Originator, the Joint Arrangers, the Joint Lead Managers, the Servicer, the Administrator, the Directors, the Swap Counterparty or the Trustee will be under any obligation whatsoever to provide additional funds to the Issuer (save in the limited circumstances pursuant to the Transaction Documents, such as the payments due under the Swap Agreement by the Swap Counterparty). Limited liquidity of the Notes and prevailing economic conditions Application has been made to the Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. However, the Notes will be new securities for which there is no established trading market. There can be no assurance that a secondary market for the Notes will develop, or, if a secondary market does develop, that it will provide the holders of the Notes with liquidity or that it will continue for the life of the Notes. A decrease in the liquidity of the Notes may cause, in turn, an increase in the volatility associated with the price of the Notes. Any investor in the Notes must be prepared to hold the Notes for an indefinite period of time or until redemption of the Notes. If any person begins making a market for the Notes, it is under no obligation to continue to do so and may stop making a market at any time. Illiquidity may have a severely adverse effect on the market value of Notes. In addition, Noteholders should be aware of the prevailing and widely reported global credit market conditions (which continue at the date hereof), whereby there is a general lack of liquidity in the secondary market for instruments similar to the Notes. The Issuer cannot predict whether or when these circumstances will change or whether conditions of general market illiquidity for the Notes and instruments similar to the Notes will return in the future. Noteholders should also be aware that the recent sovereign debt crisis in Europe may result in changes to the composition of the European Monetary Union and this may have an impact on the liquidity and the market value of the Notes

11 Limited liquidity in the secondary market in mortgage loans and mortgage-backed securities The secondary mortgage markets are currently experiencing severe disruptions resulting from reduced investor demand for mortgage loans and mortgage-backed securities and increased investor yield requirements for those loans and securities. As a result, the secondary market for mortgage loans and mortgage-backed securities is experiencing extremely limited liquidity. These conditions may continue or worsen in the future. This may, among other things, affect the ability of the Issuer to obtain timely funding to fully redeem maturing Notes with the sale proceeds of Receivables subject to and in accordance with the Receivables Purchase Agreement and the Trust Deed. Limited liquidity in the secondary market for mortgage 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, any forced sale into the market of mortgage-backed securities held by various investors that are currently experiencing funding or other difficulties could adversely affect an investor's ability to sell, and/or the price an investor receives for, the Notes in the secondary market. Counterparty risk exposure The ability of the Issuer to make payments under the Notes is subject to general credit risks, including credit risk on borrowers. Third parties that owe the Issuer money, securities or other assets may not pay or perform under their obligations. These parties include borrowers under loans, trading counterparties, counterparties under swaps and credit and other derivative contracts, agents and other financial intermediaries, including the Swap Counterparty, the Account Bank and the Participants. These parties may default on their obligations to the Issuer due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons. If any of the counterparties of the Issuer does not perform its obligations owed in favour of the Issuer this may result in the Issuer not being able to meet its obligations under the Notes. In addition, the Issuer and the Paying Agent will not have any responsibility for the proper performance by Euroclear Netherlands or its participants of their obligations under their respective rules, operating procedures and calculation methods. Trustee actions, Rating Agency Confirmations and Credit Ratings The Trustee shall be entitled to assume, for the purposes of exercising any power, authority, duty or discretion under or in relation to the Notes, the Trust Deed, the Security Documents or any of the other Transaction Documents, that such exercise will not be materially prejudicial to the interests of the Noteholders if a Rating Agency Confirmation has been given in respect of such exercise. Noteholders should be aware that, notwithstanding the above paragraph, a credit rating is an assessment of credit and does not address other matters that may be of relevance to the Noteholders. In being entitled in respect of any event to rely on a Rating Agency Confirmation or confirmation that the then current rating of the relevant Notes would not thereby be adversely affected, it should be noted that this does not impose or extend any actual or contingent liability for the Rating Agencies to the Trustee, the Noteholders or any other person or create any legal relations between the Rating Agencies and the Trustee, the Noteholders or any other person whether by way of contract or otherwise. It is a condition precedent to issuance that the Class A Notes, on issue, be assigned a AAAsf rating from Fitch and a Aaa(sf) rating by Moody's. The Class B Notes and the Class C Notes will not be rated. Any ratings assigned to the Notes may not reflect the potential impact of all risks related to structure, market, additional factors discussed in this section, and other factors that may affect the value of the Notes and the ability of the Issuer to make payments under the Notes (including but not limited to market conditions and funding related and operational risks inherent to the business of the Issuer). A credit rating is not a recommendation to buy, sell or hold securities. There is no assurance that a rating will remain for any given period of time or that a rating will not be reviewed, revised, suspended, lowered or withdrawn - 3 -

12 entirely by Fitch or Moody's, as the case may be, if, in its judgement, circumstances in the future so warrant. In the event that a rating assigned to the Notes is subsequently reviewed, revised, suspended, lowered or withdrawn entirely for any reason, no person or entity is obliged to provide any additional support or credit enhancement with respect to the Notes, and therefore the Issuer may be adversely affected, the market value of the Notes or is likely to be adversely affected and/or the ability of the Noteholders to sell Notes and/or the ability of the Issuer to make payments under the Notes may be adversely affected. The ratings assigned to the Notes by Fitch reflects Fitch's assessment of the likelihood of full and timely payment to Noteholders of all payments of interest and principal in accordance with the terms and conditions of the Notes. The ratings assigned by Moody's address the expected loss posed to investors. Moody's ratings address only the credit risks associated with the transaction. Return on investment in Notes will be affected by charges incurred by investors An investor's total return on an investment in Notes will be affected by the level of fees charged to the investor, including fees charged to the investor as a result of the Notes being held in a clearing system. Such fees may include charges for opening accounts, transfers of securities, custody services and fees for payment of principal, interest or other sums due under the terms of the Notes. Investors should carefully investigate these fees before making their investment decision. Potential conflicts of interests The Trust Deed contains provisions requiring the Trustee, as regards all the powers, trusts, authorities, duties and discretions of the Trustee (except where expressly provided otherwise) to have regard to the interests of the Noteholders and the other Secured Creditors. If a conflict exists between the interests of the Noteholders and the interests of the other Secured Creditors, the Trustee is required to have regard solely to the interests of the Noteholders and no other Secured Creditor shall have any claim against the Trustee for so doing. Where, in the opinion of the Trustee there is a conflict between the interests of the Class A Noteholders and the interests of the Class B Noteholders and/or the Class C Noteholders, the Trustee shall give priority to the interests of the Class A Noteholders. Where, in the opinion of the Trustee there is a conflict between the interests of the Class B Noteholders and the interests of the Class C Noteholders, the Trustee shall give priority to the interests of the Class B Noteholders. Any party to the Transaction Documents may engage in commercial relationships, in particular, be lenders, provide banking, investment banking and other financial services to the Borrowers and other relevant parties. In such relationships, such party is not obliged to take into consideration the interests of the Noteholders. Accordingly, conflicts of interests may arise. The Servicer may hold and/or service claims against the Borrowers other than the Receivables. The interests or obligations of the Servicer with regard to such other claims, may in certain aspects conflict with the interests of the Noteholders. In the Servicing Agreement, the Servicer has undertaken towards the Issuer that it will provide the Services in such manner and with the same level of skill, care and diligence as would a Reasonable Prudent Lender. J.P. Morgan (or its affiliates), will on the Closing Date subscribe for all the Class A Notes and in that respect may exercise voting rights in respect of the Class A Notes that may be prejudicial to other Noteholders. ATC Management B.V., being the sole director of the Issuer and the Shareholder, belongs to the same group of companies as Amsterdamsch Trustee's Kantoor B.V., being the sole director of the Trustee. Therefore, a conflict of interests could arise. In this respect, it is noted that each of ATC Management B.V. and Amsterdamsch Trustee's Kantoor B.V. is, with regard to the exercise of its powers and rights as the sole director of the Issuer, the sole director of the Shareholder or the sole director of the Trustee, under the relevant Management Agreement bound by the restrictions set out in such Management Agreement that are intended to ensure that the powers and rights are exercised in the interest of the Issuer, the Shareholder and the Trustee (as the case may be) and the other parties involved in the transaction contemplated by the Transaction Documents. Insolvency risk - 4 -

13 In the event that the Issuer becomes insolvent, insolvency proceedings will be generally governed by the insolvency laws of the Issuer's place of incorporation. The insolvency laws of the Issuer's place of incorporation may be different from the insolvency laws of an investor's home jurisdiction and the treatment and ranking of Noteholders in respect of Notes and the Issuer's other creditors and shareholders under the insolvency laws of the Issuer's place of incorporation may be different from the treatment and ranking of those Noteholders and the Issuer's other creditors and shareholders if the Issuer was subject to the insolvency laws of the investor's home jurisdiction. Changes in law The structure of the issue of the Notes and the ratings which may be assigned to them are based on the laws of The Netherlands or England and Wales (in respect of the Swap Agreement) in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible change to the laws of The Netherlands or England and Wales or administrative practice in The Netherlands or England and Wales after the date of this Prospectus. Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes In Europe, the U.S. and elsewhere there is increased political and regulatory scrutiny of the asset backed securities industry. This has resulted in a number of measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to certain investors in securitisation exposures and/or the incentives for certain investors to hold assetbacked 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 Arrangers, the Joint Lead Managers or the Originator makes any representation to any prospective investor or purchaser of the Notes regarding the regulatory capital treatment of their investment on the Closing Date or at any time in the future. In particular, investors should be aware of Article 122a of the Capital Requirements Directive and any implementing rules in relation to a relevant jurisdiction, which applies in general to newly issued securitisations after 31 December Article 122a of the Capital Requirements Directive restricts an EU regulated credit institution from investing in asset-backed securities unless the originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EU regulated credit institution that it will retain, on an ongoing basis, a net economic interest of not less than five per cent. in respect of certain specified credit risk tranches or asset exposures as contemplated by Article 122a of the Capital Requirements Directive. Article 122a of the Capital Requirements Directive also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, the securitisation notes it has acquired and the underlying exposures and that procedures are established for such due diligence activities to be conducted on an on-going basis. Failure to comply with one or more of the requirements set out in Article 122a of the Capital Requirements Directive will result in the imposition of a penal capital charge with respect to the investment made in the securitisation by the relevant investor. Article 122a of the Capital Requirements Directive applies in respect of the Notes. Investors should therefore make themselves aware of the requirements of Article 122a of the Capital Requirements Directive, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes. With respect to the commitment of the Originator to retain a material net economic interest in the Securitisation as contemplated by Article 122a of the Capital Requirements Directive and with respect to the information to be made available by the Originator in relation to the due diligence requirements under Article 122a of the Capital Requirements Directive, please see the statements set out in on page 59 of this Prospectus. Relevant investors are required independently to assess and determine the sufficiency of the information described in this Prospectus, in any investor report and otherwise for the purposes of complying with Article 122a of the Capital Requirements Directive and none of the Issuer, the Originator, the Joint Arrangers, nor the Joint Lead Managers makes any representation that the information described above is sufficient in all circumstances for such purposes. Considerable uncertainty remains with respect to Article 122a of the Capital Requirements Directive 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 capital charges for noncompliance with Article 122a of the Capital Requirements Directive - 5 -