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Orange Lion 2013-9 RMBS B.V.

NOTICE TO HOLDERS OF THE NOTES

 

Common code

ISIN code

EUR 1,365,000,000 Senior Class A mortgage-backed Notes due 2051

089319196

NL0010395133

EUR 64,970,000 Class B mortgage-backed Notes due 2051

089319471

NL0010395141

EUR 42,900,000 Class C Notes due 2051

089319501

NL0010395158

issued by Orange Lion 2013-9 RMBS B.V.

(the "Notes")


We refer to the trust deed dated 5 March 2013 (the "Trust Deed") relating to the Notes and made between the Orange Lion 2013-9 RMBS B.V. (the "Issuer") and Stichting Trustee Orange Lion 2013-9 RMBS as security trustee (the "Security Trustee") for the holders of the Notes (the "Noteholders"). All terms and expressions used but not otherwise defined in this notice shall have the meanings attributed to them in the terms and conditions of the Notes.

The Security Trustee hereby gives notice to the Noteholders that, in accordance with Condition 15 (Meetings of Noteholders) and the Provisions for the Meetings of Noteholders, certain amendments are proposed to be made to the Conditions, the Incorporated Terms Memorandum, Annex 1 (Definitions) of Schedule 4 (Terms and Conditions of the Notes) of the Trust Deed, the Mortgage Receivables Purchase Agreement and the confirmation relating to the Swap Agreement (the "Proposed Amendments"), as set out in the proposed written resolutions which are available from the Security Trustee as described in the paragraph "Availability of documents" below (the "Proposed Written Resolutions"), by way of an amendment agreement to be dated 25 September 2014 between the Issuer, the Security Trustee, the Seller and the Swap Counterparty. As a result of these Proposed Amendments, inter alia, any redemption of Notes pursuant to Condition 8.6 (Redemption – Clean-Up Call Option), Condition 8.7 (Optional Redemption – Prepayment Call) and Condition 8.8 (Optional Redemption – Tax Call) will not occur at their Notional Principal Amount Outstanding, but at their Principal Amount Outstanding.

In relation to the amendments to the Trust Deed and the Conditions, in accordance with Condition 15 (Meetings of Noteholders), Noteholders may at a meeting of Noteholders or by means of a resolution in writing consider matters affecting the interests of Noteholders, including a modification of the Conditions. Condition 15.6 (Resolutions in writing) and Clause 20 (Written Resolution) of the Provisions for the Meetings of Noteholders provide that a resolution in writing signed by or on behalf of all holders of Notes of the relevant class for the time being outstanding who for the time being are entitled to receive notice of a Meeting in accordance with the Provisions for Meetings of Noteholders (a "Written Resolution") shall take effect as if it were an Extraordinary Resolution.

The Security Trustee hereby seeks approval of the Noteholders for the Proposed Amendments by means of the Proposed Written Resolutions. The attention of Noteholders is particularly drawn to the quorum required for passing a Written Resolution, which is set out in the paragraph "Approval of the Proposed Written Resolutions" below.

In accordance with normal practice the Security Trustee expresses no opinion on the merits of the Proposed Written Resolutions but has authorised it to be stated that it has no objection to the Proposed Written Resolutions being submitted to Noteholders for their consideration.

Required action

The Noteholders wishing to approve the Proposed Written Resolutions should do so by no later than 22 September 2014 at 12.00 hours CET (the "Approval Deadline"). Noteholders who do not wish to approve the Proposed Written Resolution do not need to take any action.

Availability of documents

All documents referred to in this notice and the Proposed Written Resolution are available for inspection on and from the date of this notice until the date of the Proposed Written Resolution, at the offices of the Security Trustee. Such documents will be made available to Noteholders only upon production of evidence satisfactory to the Security Trustee as to status as a Noteholder.

Procedures for execution of the Proposed Written Resolutions

Notes held through Euroclear Netherlands

The Notes of each Class are currently represented by a Global Note relating to such Class which is held with Euroclear Netherlands.

Each person who is the owner of a particular nominal amount of Notes (a "Beneficial Owner"), as shown in the records of its intermediary (the "Intermediary"), and wishes to approve the Proposed Written Resolutions, should contact ING Bank N.V. (the "Principal Paying Agent") through its Intermediary as described below to confirm their consent to the Proposed Written Resolution and to execute the Proposed Written Resolution on their behalf in respect of Notes in which they have an interest.

Delivering execution instructions

To authorise and instruct the Principal Paying Agent to execute the Written Resolution in respect of such Notes in which Beneficial Owners have an interest, such Beneficial Owners should ensure that:

(i)                  they give such (electronic) approval instructions to the Principal Paying Agent via its Intermediary in accordance with its procedures to approve the Proposed Written Resolutions such that the Principal Paying Agent will receive them on or before the Approval Deadline; and

(ii)                the Intermediary have received irrevocable instructions (with which they have complied) to block Notes to the order of the Principal Paying Agent in the securities account to which they are credited with effect from and including the day on which the electronic voting instructions are delivered to the Principal Paying Agent and the relevant Intermediaries so that no transfers may be effected in relation to the Notes at any time after such date until the earlier of (a) the date that the Proposed Written Resolutions have been passed or (b) two Business Days immediately following the Approval Deadline.

Noteholders should ensure that the relevant blocking instructions to the Intermediary can be allocated to the relevant electronic approval instruction. For the avoidance of doubt, each electronic approval instruction must have an individual matching blocking instruction. Noteholders who do not wish to approve the Proposed Written Resolution do not need to take any action.

Approval of the Proposed Written Resolutions

To be passed, the Proposed Written Resolutions must be executed by or on behalf of all Noteholders. I f passed, the Proposed Written Resolutions will be binding on all the Noteholders and upon all the holders of the coupons relating to the Notes.

Beneficial Owners wishing to approve the Proposed Written Resolutions and authorise and instruct the Principal Paying Agent to execute the Proposed Written Resolutions in respect of the Notes in which they have an interest are recommended to retain their Notes in Euroclear Netherlands and to approve the Proposed Written Resolutions by giving electronic approval instructions as described above.

 

For and on behalf of

The Principal Paying Agent

ING Bank N.V.

Attn: S. Hollander / R. Los

Bijlmerplein 888

1102 MG Amsterdam Zuid-Oost

The Netherlands

Fax: +31 20 563 6959

Tel: +31 20 563 6546 / +31 20 563 6619

Grou p e-mail: iss.pas@ing.nl

 


 

Contact Details:

 

The Issuer

Orange Lion 2013-9 RMBS B.V.

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

 

The Security Trustee

Stichting Trustee Orange Lion 2013-9 RMBS

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands


 

APPENDIX 1

Proposed Written Resolutions

 

WRITTEN RESOLUTION OF ALL NOTEHOLDERS

Orange Lion 2013-9 RMBS B.V.

EUR 1,365,000,000 Senior Class A mortgage-backed Notes due 2051
EUR 64,970,000 Class B mortgage-backed Notes due 2051
EUR 42,900,000 Class C Notes due 2051
(the "Notes")

We, ING Bank N.V. acting as paying agent and for the specific purpose representing the holders of all the outstanding Notes mentioned above, act pursuant to Condition 15 of the terms and conditions of the Notes (the "Conditions") and schedule 5 of the trust deed between Orange Lion 2013-9 RMBS B.V. and Stichting Trustee Orange Lion 2013-9 RMBS dated 5 March 2013 (the "Trust Deed"). All terms and expressions used but not defined in this resolution shall have the meanings attributed to them in the Conditions. This resolution shall take effect as a written resolution pursuant to Clause 20 of Schedule 5 of the Trust Deed and may be signed in counterparts by or on behalf of one of more of the Noteholders and shall take effect on the date the resolution is signed by or on behalf of the last Noteholder. We hereby consent and agree to the adoption of the following resolutions:

IT IS HEREBY RESOLVED that:

1.          Condition 8.6 (Redemption – Clean-Up Call Option), Condition 8.7 (Optional Redemption – Prepayment Call) and Condition 8.8 (Optional Redemption – Tax Call) shall be amended as follows:

any reference to "Notional Principal Amount Outstanding" shall be amended to read as a reference to "Principal Amount Outstanding";

2.          the Incorporated Terms Memorandum and Annex 1 (Definitions) of Schedule 4 (Terms and Conditions of the Notes) of the Trust Deed shall be amended so that the definition of Note Principal Payment shall read as follows:

""Note Principal Payment" means in respect of any Note on any Notes Payment Date, the principal amount redeemable in respect of such a Note, which shall be a proportion of the amount of Available Principal Funds or Available Revenue Funds, as the case may be, required as at that Notes Payment Date pursuant to the Redemption Priority of Payments or the Revenue Priority of Payments, as the case may be, to be applied in redemption of the relevant Class of Notes on such date equal to the proportion that the Notional Principal Amount Outstanding of the relevant Note bears to the aggregate Notional Principal Amount Outstanding of such class rounded down to the nearest Calculation Amount provided that no such Note Principal Payment may exceed the Notional Principal Amount Outstanding of the relevant Note;";

3.          the Mortgage Receivable Purchase Agreement shall be amended as follows:

any reference in clause 9.4 to "Notional Principal Amount Outstanding" shall be amended to read as a reference to "Principal Amount Outstanding"; and

4.          the confirmation relating to the Swap Agreement shall be amended so that in its amended form it reads as set out in Schedule 2 to the amendment agreement to be dated 25 September 2014.

5.          We hereby authorise and direct the Security Trustee to execute the amendment agreement to be dated 25 September 2014 (the "Amendment Agreement") between the Issuer, the Security Trustee, the Seller and the Swap Counterparty (substantially in the form of the final draft distributed to the Security Trustee on 5 September 2014 and copies of which are available to Noteholders on request to the Security Trustee).

We acknowledge that the amendments contemplated by this resolution will not become effective until the Amendment Agreement is executed by all the parties thereto.

IN WITNESS WHEREOF , the undersigned have executed this written resolution by duly authorised officers.

Name:

 

 

 

Signature on behalf of all Noteholders:

.............................................................................

Date:

24 September 2014

Represented percentage of interest held in the Class A Notes:

[100]

Represented percentage of interest held in the Class B Notes:

[100]

Represented percentage of interest held in the Class C Notes:

[100]

 

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