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MESDAG Delta B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

MESDAG (Delta) B.V. (the "Issuer")

Notice is hereby given with respect to holders of notes (the "Noteholders") of each of the following class(es):

€398,150,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2020; issue price 100 per cent. ISIN: XS0307565928

€50,000 Class X Commercial Mortgage Backed Floating Rate Note due 2020; issue price 100 per cent. ISIN: XS0307571900

€47,100,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2020; issue price 100 per cent. ISIN: XS0307574599

€53,550,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2020; issue price 100 per cent. ISIN: XS0307576701

€64,300,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2020; issue price 100 per cent. ISIN: XS0307578749

€49,200,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2020; issue price 100 per cent. ISIN: XS0307580307

€26,050,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2020; issue price 100 per cent. ISIN: XS0307581370

(the "Notes")

Amsterdam, 27 June 2014

MESDAG (DELTA) B.V.

The capitalised terms used in this notice shall bear the same meanings given to them in the offering circular dated 23 July 2007 for MESDAG (Delta) B.V.

On 5 June 2014 NIBC Bank N.V. in its capacity as servicer (the

Servicer ) has received a letter from Breevast B.V. in its capacity as property manager and parent ( Breevast ) in which Breevast has requested the Servicer to waive (the Waiver Reques t) certain obligations under the facilities agreement dated 28 December 2006, by and between, inter alios , the Parent and NIBC Bank N.V.

The Servicer hereby informs you of the following.

The Waiver Request can be summarized as follows:

(a) the Borrower wishes to dispose of the Property located in Eindhoven at Langendijk 10, which will be fully vacant per end of 2015, below the Minimum Disposal Proceeds (Allocated Loan Amount plus 15% Disposal Premium);

(b) the Borrower wishes to apply Disposal Proceeds of such sale towards improvement of the Property located in Amsterdam at Weteringschans 165 to fund upgrading of the building and tenant improvement. This is expected to lead to the signing of a new 25-year lease for all office space, for which an operating agreement has been signed with the future lessee;

(c) The remaining Disposal Proceeds is intended to be used to improve the quality and/or value of other Properties in the MESDAG (Delta) B.V. portfolio, to be selected in due time and use of funds to be pre-approved by the Servicer.

Taking into account clause 10 of the Servicing Agreement, the Servicer has analysed the Waiver Request and intends to consent to it.

Pursuant to the Transaction Documents, the Servicer is required to obtain approval from the relevant Controlling Party (or, if the Controlling Class is the Controlling Party, the Operating Advisor, if appointed) with respect to the Waiver Request.

Currently, the Noteholders of the Class F Notes are the Controlling Class and as no Operating Advisor has been appointed by the Controlling Class, the Servicer is required to obtain approval from the Noteholders of the Class F Notes. More detailed information for the Class F Noteholders will be given in a separate notice.

For more information:

Director MESDAG (Delta) B.V.

Intertrust Management B.V.

Prins Bernhardplein 200

1097 JB Amsterdam

Email: mesdag@intertrustgroup.com

The Servicer hereby informs you of the following.

The Waiver Request can be summarized as follows:

(a) the Borrower wishes to dispose of the Property located in Eindhoven at Langendijk 10, which will be fully vacant per end of 2015, below the Minimum Disposal Proceeds (Allocated Loan Amount plus 15% Disposal Premium);

(b) the Borrower wishes to apply Disposal Proceeds of such sale towards improvement of the Property located in Amsterdam at Weteringschans 165 to fund upgrading of the building and tenant improvement. This is expected to lead to the signing of a new 25-year lease for all office space, for which an operating agreement has been signed with the future lessee;

(c) The remaining Disposal Proceeds is intended to be used to improve the quality and/or value of other Properties in the MESDAG (Delta) B.V. portfolio, to be selected in due time and use of funds to be pre-approved by the Servicer.

Taking into account clause 10 of the Servicing Agreement, the Servicer has analysed the Waiver Request and intends to consent to it.

Pursuant to the Transaction Documents, the Servicer is required to obtain approval from the relevant Controlling Party (or, if the Controlling Class is the Controlling Party, the Operating Advisor, if appointed) with respect to the Waiver Request.

Currently, the Noteholders of the Class F Notes are the Controlling Class and as no Operating Advisor has been appointed by the Controlling Class, the Servicer is required to obtain approval from the Noteholders of the Class F Notes. More detailed information for the Class F Noteholders will be given in a separate notice.

For more information:

Director MESDAG (Delta) B.V.

Intertrust Management B.V.

Prins Bernhardplein 200

1097 JB Amsterdam

Email: mesdag@intertrustgroup.com

 

Notice to Noteholders (27-6-2014)
Private Wealth Services