Issuer Details

• Name: Stichting Holding Domi 2024 1
• Country: Netherlands

Trustee and Collateral Administrator Details

• Name: Stichting Security Trustee Domi 2024 1
• Incorporation Date: 18 April 2024
• Legal Form: Foundation (stichting) incorporated under Dutch law
• Statutory Seat: Amsterdam, the Netherlands
• Registered Office: De Lairessestraat 145 A, 1075 HJ, Amsterdam, the Netherlands
• Telephone Number: +31 20 47 127 07
• Commercial Register Number: 93646119
• Objectives:
• To act as agent and/or trustee for the Noteholders and any other Secured Creditors
• 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
• To perform acts and legal acts and enter into agreements conducive to the holding of the abovementioned security rights (including the acceptance of a parallel debt obligation from, amongst others, the Issuer)
• To borrow money
• To perform any and all acts which are related, incidental, or conducive to the above
• Sole Director: Trustmoore Netherlands B.V.

Name	Role	Country
Domi 2024 1 B.V.	Issuer	Netherlands
Domivest B.V.	Seller	Netherlands
Stichting Security Trustee Domi 2024 1	Security Trustee	Netherlands
Crédit Agricole Corporate and Investment Bank	Swap Counterparty (CACIB)	France
NatWest Markets N.V.	Swap Counterparty (NWM)	Netherlands
Citibank Europe plc, Netherlands Branch	Issuer Account Bank	Netherlands
Citibank N.A., London Branch	Paying Agent, Cash Manager	United Kingdom
Walkers Listing Services Limited	Listing Agent	Ireland
Simmons & Simmons LLP	Legal Advisers to the Arrangers and the Joint Lead Managers	Netherlands
Allen & Overy Shearman Sterling LLP	Legal Advisers to the Seller and the Issuer	Netherlands
Mazars Accountants N.V.	Auditor	Netherlands
Barclays Bank Ireland PLC	Arranger, Joint Lead Manager	Ireland
BNP Paribas	Arranger, Joint Lead Manager	France
Macquarie Bank Limited, London Branch	Arranger, Joint Lead Manager	United Kingdom
Macquarie Bank Europe Designated Activity Company, acting through its Paris Branch	Joint Lead Manager	France

Name	Role	Country
Mr. S. Melkman	Managing Director	Netherlands
Mr. M.D.J. Langelaar	Managing Director	Netherlands
Ms. A.M.R. van Groeningen Emons	Managing Director	Netherlands

Name	Role	Country
Barclays Bank Ireland PLC	Arranger, Joint Lead Manager	Ireland
BNP Paribas	Arranger, Joint Lead Manager	France
Macquarie Bank Limited, London Branch	Arranger, Joint Lead Manager	United Kingdom
Macquarie Bank Europe Designated Activity Company, acting through its Paris Branch	Joint Lead Manager	France

Attribute	Class A	Class B	Class C	Class D	Class E	Class X	Class Z
Principal Amount/ Number	EUR 297,620,000	EUR 12,870,000	EUR 6,440,000	EUR 3,210,000	EUR 1,610,000	EUR 6,440,000	The Class Z Notes Amount
Issue Price	100 per cent.	100 per cent.	100 per cent.	100 per cent.	100 per cent.	100 per cent.	100 per cent.
Interest rate up to but excluding the First Optional Redemption Date	The higher of (i) three month Euribor plus an Initial Margin of 0.680 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Initial Margin of 0.950 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Initial Margin of 1.350 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Initial Margin of 2.000 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Initial Margin of 5.650 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Initial Margin of 3.980 per cent. per annum and (ii) zero	n/a
Interest rate from and including the First Optional Redemption Date	The higher of (i) three month Euribor plus an Extension Margin of 1.020 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Extension Margin of 1.425 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Extension Margin of 2.025 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Extension Margin of 3.000 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Extension Margin of 6.650 per cent. per annum and (ii) zero	The higher of (i) three month Euribor plus an Extension Margin of 3.980 per cent. per annum and (ii) zero	n/a
Interest accrual	Act/360	Act/360	Act/360	Act/360	Act/360	Act/360	n/a
Expected ratings (Moodys/ S&P)	Aaa(sf) / AAA(sf)	Aa2(sf) / AA(sf)	A1(sf) / A(sf)	Baa1(sf) / BBB+(sf)	B2(sf) / BB+(sf)	B2(sf) / BB(sf)	n/a
First Optional Redemption Date	Notes Payment Date falling in September 2029	Notes Payment Date falling in September 2029	Notes Payment Date falling in September 2029	Notes Payment Date falling in September 2029	Notes Payment Date falling in September 2029	Notes Payment Date falling in September 2029	Notes Payment Date falling in September 2029
Final Maturity Date	Notes Payment Date falling in June 2056	Notes Payment Date falling in June 2056	Notes Payment Date falling in June 2056	Notes Payment Date falling in June 2056	Notes Payment Date falling in June 2056	Notes Payment Date falling in June 2056	Notes Payment Date falling in June 2056

Amortization Profile of the Class Notes

Amortization Schedule and Structure

1. Payment Dates: Payments on the Notes are made on the 15th day of March, June, September, and December. The first Notes Payment Date is on 15 September 2024.

2. Business Days Convention: Payments follow the business days convention.

3. Weighted Average Lives: Calculated on an Act/360 basis.

4. Redemption Order: The Issuer will apply the Available Principal Funds to redeem the Notes on each Notes Payment Date on a pro rata and pari passu basis within each respective Class, in the following sequential order:

5. First, the Class A Notes, until fully redeemed;
6. Second, the Class B Notes, until fully redeemed;
7. Third, the Class C Notes, until fully redeemed;
8. Fourth, the Class D Notes, until fully redeemed;

9. Fifth, the Class E Notes, until fully redeemed.

10. Final Maturity Date: The Notes will be redeemed at their respective Principal Amount Outstanding (if any) on the Final Maturity Date, which is the Notes Payment Date falling in June 2056.

11. Optional Redemption: The First Optional Redemption Date is the Notes Payment Date falling in September 2029. The Option Holder Call Option can be exercised on this date.

12. Enforcement Notice: If an Enforcement Notice is delivered, the Notes become immediately due and payable at their Principal Amount Outstanding (if any), together with accrued interest.

13. Hypothetical Scenarios: The amortization profile under varying prepayment scenarios is provided in the tables below:

CPR (%)	Class A	Class B	Class C	Class D	Class E
0.0	5.30	5.34	5.34	5.34	5.34
2.5	4.95	5.34	5.34	5.34	5.34
5.0	4.61	5.34	5.34	5.34	5.34
7.5	4.29	5.34	5.34	5.34	5.34
10.0	4.00	5.34	5.34	5.34	5.34
12.5	3.72	5.34	5.34	5.34	5.34
15.0	3.46	5.34	5.34	5.34	5.34
17.5	3.22	5.34	5.34	5.34	5.34
20.0	2.99	5.34	5.34	5.34	5.34

CPR (%)	Class A	Class B	Class C	Class D	Class E
0.0	23.82	28.93	28.93	28.93	28.93
2.5	16.52	28.72	28.93	28.93	28.93
5.0	11.87	27.51	28.42	28.59	28.67

The actual characteristics and performance of the Mortgage Loans are likely to differ from the assumptions used in these hypothetical scenarios.

Payment Cadence for Interest and Principal

Payment Schedule

• Interest Payments: Interest on any Note (other than the Class Z Note) is payable quarterly in arrears in EUR on each Notes Payment Date.
• Principal Payments: Principal payments are made on each Notes Payment Date, subject to the availability of funds and the applicable Priority of Payments.

Specific Months and Days for Payments

• Payment Dates: Payments on the Notes are made on the 15th day of March, June, September, and December.
• First Notes Payment Date: The first Notes Payment Date is on 15 September 2024.

Business Days Convention

• 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.

Key Dates for the Notes

• First Optional Redemption Date: The Notes Payment Date falling in September 2029.
• Final Maturity Date: The Notes Payment Date falling in June 2056.
• Issue Date: 11 June 2024
• Closing Date: 13 June 2024 or such later date as may be agreed between the Issuer and the Joint Lead Managers

Additional Important Dates and Timelines

• First Notes Payment Date: 15 September 2024
• Subsequent Notes Payment Dates: 15th day of March, June, September, and December
• Days between Closing Date and First Notes Payment Date: 94 days
• Portfolio Auction Period: If the Option Holder fails to notify the Issuer of the exercise of the Option Holder Call Option at least 30 calendar days prior to the Optional Redemption Date falling in June 2030, the period commences 30 calendar days prior to the Optional Redemption Date in June 2030 and ends on the earlier of (i) the Optional Redemption Date in March 2031 or (ii) the date on which the Mortgage Receivables have been sold and assigned by means of a Portfolio Auction.

Principal Priority of Payments Model

• First: Principal amounts due under the Class A Notes until fully redeemed.
• Second: Principal amounts due under the Class B Notes until fully redeemed.
• Third: Principal amounts due under the Class C Notes until fully redeemed.
• Fourth: Principal amounts due under the Class D Notes until fully redeemed.
• Fifth: Principal amounts due under the Class E Notes until fully redeemed.
• Sixth: Principal amounts due under the Class X Notes until fully redeemed.
• Seventh: Principal amounts due under the Class Z Notes until fully redeemed.

Priority	Description
First	Payment of senior fees and expenses, including amounts due to third parties, legal advisors, auditors, and accountants.
Second	Payment to the Swap Counterparties (CACIB and NWM) under the Swap Agreements, excluding Swap Subordinated Termination Amounts.
Third	Payment of interest due on the Class A Notes.
Fourth	Payment of interest due on the Class B Notes, including any Deferred Interest and Additional Interest.
Fifth	Payment of interest due on the Class C Notes, including any Deferred Interest and Additional Interest.
Sixth	Payment of interest due on the Class D Notes, including any Deferred Interest and Additional Interest.
Seventh	Payment of interest due on the Class E Notes, including any Deferred Interest and Additional Interest.
Eighth	Payment of interest due on the Class X Notes, including any Deferred Interest and Additional Interest.
Ninth	Payment of principal amounts due on the Class X Notes until fully redeemed.
Tenth	Payment of Swap Subordinated Termination Amounts due under the Swap Agreements to the Swap Counterparties (CACIB and NWM).
Eleventh	Payment to the Class Z Noteholders up to but excluding the First Optional Redemption Date.
Twelfth	From and including the First Optional Redemption Date, the remaining funds form part of the Available Principal Funds.

Priority	Description
First	Payment of costs and expenses likely to be incurred in connection with the ordinary operational functioning of the Issuer, including any liquidation costs.
Second	Payment of amounts due to third parties under obligations incurred in the Issuer's business, including taxes, legal advisors, auditors, accountants, and listing fees.
Third	Payment to the Swap Counterparties (CACIB and NWM) under the Swap Agreements, excluding Swap Subordinated Termination Amounts.
Fourth	Payment of principal and interest due on the Class A Notes.
Fifth	Payment of principal and interest due on the Class B Notes, including any Deferred Interest and Additional Interest.
Sixth	Payment of principal and interest due on the Class C Notes, including any Deferred Interest and Additional Interest.
Seventh	Payment of principal and interest due on the Class D Notes, including any Deferred Interest and Additional Interest.
Eighth	Payment of principal and interest due on the Class E Notes, including any Deferred Interest and Additional Interest.
Ninth	Payment of principal and interest due on the Class X Notes, including any Deferred Interest and Additional Interest.
Tenth	Payment of Swap Subordinated Termination Amounts due under the Swap Agreements to the Swap Counterparties (CACIB and NWM).
Eleventh	Payment to the Class Z Noteholders.

Triggers for Events of Default or Enforcement

• Payment Default: Default in the payment of principal or interest on the Notes (other than the Class Z Notes) for a period of 14 calendar days or more.
• Performance Default: Failure to perform any obligations under the Notes, Trust Deed, Paying Agency Agreement, or Pledge Agreements, continuing for 30 calendar days after written notice by the Security Trustee.
• Insolvency: Issuer takes any winding-up resolution, is declared bankrupt, or applies for general settlement or composition with creditors, controlled management, or suspension of payments.
• Attachment: Conservatory or executory attachment on any major part of the Issuer's assets not discharged within 30 calendar days.
• Illegality: It becomes unlawful for the Issuer to perform or comply with any obligations under the Notes or Transaction Documents.

Impact on the Waterfall Cashflow Model

• Acceleration of Payments: All Notes (other than the Class Z Notes) become immediately due and payable at their Principal Amount Outstanding plus accrued but unpaid interest.
• Reordering of Priorities: Payment priorities are reordered to ensure costs and expenses related to the Issuer's operations and liquidation are paid first, followed by amounts due to third parties, Swap Counterparties, and then the Noteholders in order of seniority.
• Focus on Senior Notes: The post-enforcement model prioritizes the repayment of senior notes (Class A) before subordinate classes (Class B, C, D, etc.).
• Future Secured Liabilities: Any remaining funds after all secured liabilities have been satisfied will be applied to future secured liabilities as they become due. If no secured liabilities are due or expected to become due, the balance will be paid to the Issuer.

Impact on Cash Flow and Payments

• Immediate Payment Obligations: Notes become immediately due and payable, accelerating the repayment schedule and potentially leading to a liquidity crunch for the Issuer.
• Reallocation of Funds: Available funds are reallocated according to the post-enforcement payment model, prioritizing operational and liquidation costs, third-party obligations, and senior noteholders.
• Potential Shortfall for Subordinate Noteholders: Subordinate noteholders (Class B, C, D, etc.) may face a shortfall in payments if the available funds are insufficient to cover all obligations.
• Increased Costs: Costs associated with enforcement, liquidation, and legal proceedings may increase, further reducing the funds available for distribution to noteholders.

Category	Description
Senior Fees and Expenses	Payments to legal advisors, auditors, accountants, and other third-party service providers. Costs related to the ordinary operational functioning of the Issuer, including listing fees and other administrative expenses.
Swap Counterparty Payments	Payments to the Swap Counterparties (CACIB and NWM) under the Swap Agreements, excluding Swap Subordinated Termination Amounts. Payments due under the Swap Agreements to the Swap Counterparties in the event of termination.
Interest Payments	Interest payments due on the Class A, B, C, D, E, and X Notes, including any Deferred Interest and Additional Interest.
Principal Payments	Principal amounts due on the Class X Notes until fully redeemed.
Class Z Noteholder Payments	Payments to the Class Z Noteholders up to but excluding the First Optional Redemption Date. From and including this date, the remaining funds form part of the Available Principal Funds.

Impact on Cash Flow

• Priority of Payments: Senior fees and expenses are prioritized before any interest or principal payments on the notes.
• Reduction in Available Funds: Payment of fees and expenses reduces the funds available for distribution to noteholders.
• Impact on Subordinate Noteholders: Subordinate noteholders (Class B, C, D, etc.) may face a shortfall in payments if the available funds are insufficient to cover all obligations.
• Increased Costs: Costs associated with enforcement, liquidation, and legal proceedings may increase, further reducing the funds available for distribution to noteholders.

Underlying Assets

• Type: Mortgage Loans
• Originator: Seller
• Secured Over: Non-owner occupied residential and mixed-use real estate properties
• Location: Netherlands
• Assignment Dates:
• Closing Date
• 17 June 2024

Security for the Notes

• Security Trustee: In favor of the Security Trustee
• Security Rights:
• First-ranking pledge by the Issuer over the Mortgage Receivables and all rights ancillary thereto
• First-ranking pledge by the Issuer over the Issuer Rights
• Priority: Class A Notes rank in priority to Class B, Class C, Class D, Class E, Class X, and Class Z Notes

Denomination

• Minimum Denomination: EUR 100,000
• Multiples: Integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000
• Class Z Notes Issued: 100

Form

• Representation: Global Notes in global bearer form
• Exchangeability: Limited circumstances for exchange to definitive form
• Serial Numbering: All Notes will be serially numbered
• Form: Bearer form with Coupons and, if necessary, talons attached

Interest

• Type: Floating Rate Notes
• Rate: Higher of
• Euribor for three months deposits in euro plus the relevant Initial Margin or Extension Margin
• Zero
• Initial Margins:
• Class A Notes: 0.680% per annum
• Class B Notes: 0.950% per annum
• Class C Notes: 1.350% per annum
• Class D Notes: 2.000% per annum
• Class E Notes: 5.650% per annum
• Class X Notes: 3.980% per annum
• Accrual: From the Closing Date
• Payment Frequency: Quarterly in arrear
• Calculation Basis: Actual days elapsed in the Interest Period divided by 360 days

Benchmark Used

• Benchmark: Euro Interbank Offered Rate (Euribor) for three months deposits in EUR
• Publisher: European Money Markets Institute (EMMI)
• Display: Reuters Screen EURIBOR01 or any other display page on any screen service maintained by any registered information vendor selected by the Paying Agent

Redemption Provisions

Option Holder Call Option

• Option: Option Holder can instruct the Issuer to sell and reassign all Mortgage Receivables
• Purchase Price: Sufficient to redeem all Notes (other than Class Z Notes)
• Notification Period: 30-60 days prior to the relevant Notes Payment Date

Portfolio Auction

• Condition: If Option Holder fails to notify exercise of Call Option by June 2030
• Agent: Third-party agent to seek offers from third parties
• Purchase Price: Sufficient to redeem Class A through Class X Notes in full

Risk Retention Regulatory Change Call Option

• Option: Seller can repurchase and accept reassignment of all Mortgage Receivables
• Condition: Occurrence of a Risk Retention Regulatory Change Event
• Notification Period: 30-60 days prior to the relevant Notes Payment Date

Asset Type Abbreviation

• Abbreviation: RMBS (Residential Mortgage-Backed Securities)

Reserve Fund Details

• Reserve Fund: The reserve fund is administrated by the Issuer (or the Cash Manager on its behalf) through the Reserve Ledger. The purpose of the Reserve Ledger is to enable the Issuer to meet its payment obligations under specific items of the Revenue Priority of Payments when the Available Revenue Funds are insufficient.

Period	Condition	Amount
Up to but excluding the First Optional Redemption Date	Prior to the Reserve Fund reaching an amount equal to 1% of the Principal Amount Outstanding of the Class A Notes as at the Closing Date	Initial Reserve Fund Amount
Up to but excluding the First Optional Redemption Date	After the Reserve Fund has reached 1% of the Principal Amount Outstanding of the Class A Notes as at the Closing Date	1% of the Principal Amount Outstanding of the Class A Notes as at the Closing Date
From and including the First Optional Redemption Date	No Reserve Fund Floor applies	-

Period	Condition	Amount
On any Notes Calculation Date prior to the First Optional Redemption Date	Subject to the Reserve Fund Floor	1.50% of the Principal Amount Outstanding of the Class A Notes on such Notes Calculation Date
On any Notes Calculation Date after the First Optional Redemption Date	Subject to the Reserve Fund Floor	1.00% of the Principal Amount Outstanding of the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes on such Notes Calculation Date. If these notes have been fully redeemed, the Reserve Fund Target Level will be zero

Excess Funds

• Excess Funds: If the balance in the Reserve Ledger exceeds the Reserve Fund Target Level on any Notes Payment Date, the excess will be debited and will form part of the Available Revenue Funds (before the First Optional Redemption Date) or the Available Principal Funds (from and including the First Optional Redemption Date). On the Notes Payment Date when all principal amounts due on the Notes (other than the Class Z Notes) are paid in full, any remaining amount in the Reserve Ledger will be applied towards the Revenue Priority of Payments or the Redemption Priority of Payments, depending on the date.

Usage of Reserve Ledger

• Usage of Reserve Ledger: The Reserve Ledger is used to record debits and credits to ensure the Issuer meets its payment obligations. If the Available Revenue Funds exceed the required amounts, the excess is credited to the Reserve Ledger up to the Reserve Fund Target Level, with any remaining funds applied according to the Revenue Priority of Payments.

Risk Retention in the UK

Legal Requirements

• Requirement: Retain a material net economic interest of not less than 5% in the securitisation transaction
• Regulation: Article 6 of the UK Securitisation Regulation
• Modality: Retention of no less than 5% of the nominal value of each of the Classes of Notes sold or transferred to investors

Contractual Undertakings

• Entities: Issuer, Security Trustee, Joint Lead Managers
• Agreement: Subscription Agreement
• Compliance: Article 6 and 9 of the EU Securitisation Regulation
• Information: Make materially relevant information available to investors

Risk Retention in the US

Legal Requirements

• Requirement: Retain at least 5% of the credit risk of the securitized assets
• Regulation: U.S. Risk Retention Rules under Section 15G of the Securities Exchange Act of 1934
• Effective Date: December 24, 2015 (residential mortgage-backed securities), December 24, 2016 (all other classes of asset-backed securities)
• Prohibition: Securitizer cannot eliminate or reduce its credit exposure by hedging or transferring the credit risk

Contractual Undertakings

• Exemption: Section .20 of the U.S. Risk Retention Rules
• Conditions:
• Transaction not registered under the Securities Act
• No more than 10% of the dollar value of all classes of securities sold or transferred to U.S. persons
• Neither sponsor nor issuer organized under U.S. law or a U.S. branch of a non-U.S. entity
• No more than 25% of the underlying collateral acquired from a U.S. majority-owned affiliate or branch

Risk Retention in the EU

Legal Requirements

• Requirement: Retain a material net economic interest of not less than 5% in the securitisation transaction
• Regulation: Article 6(1) of the EU Securitisation Regulation
• Modality: Retention of no less than 5% of the nominal value of each of the Classes of Notes sold or transferred to investors

Contractual Undertakings

• Entities: Issuer, Security Trustee, Joint Lead Managers
• Agreement: Subscription Agreement
• Compliance: Articles 6 and 9 of the EU Securitisation Regulation
• Information: Make materially relevant information available to investors
• Commitment: Retain material net economic interest and not transfer it except as permitted

Credit Enhancements in Place

Overcollateralization

• Description: Value of collateral exceeds the value of issued securities, providing a cushion against losses

Type	Description
Reserve Fund	Administered by the Issuer (or Cash Manager) through the Reserve Ledger to cover payment obligations under the Revenue Priority of Payments
Reserve Fund Floor	1% of the Principal Amount Outstanding of the Class A Notes as at the Closing Date (up to First Optional Redemption Date); no floor after
Reserve Fund Target Level	1.50% of the Principal Amount Outstanding of the Class A Notes before the First Optional Redemption Date; 1.00% of the Principal Amount Outstanding of the Class A, B, C, and D Notes after

Subordination

• Description: Structuring securities into tranches with varying risk levels; senior tranches have payment priority, junior tranches absorb losses first

Transaction Account

• Description: Held with the Issuer Account Bank to manage inflows and outflows related to Mortgage Receivables, including payments to Noteholders

Swap Collateral Account

• Description: Holds collateral provided by a Swap Counterparty pursuant to the relevant Swap Agreement

Enhancement	Impact
Overcollateralization	Acts as a buffer against potential losses, stabilizing cash flows to Noteholders
Reserve Fund	Covers payment obligations if Available Revenue Funds are insufficient, smoothing cash flows
Reserve Fund Target Level	Maintains minimum liquidity, ensuring cash flow stability
Subordination	Protects cash flows to senior tranches, making them more predictable and stable
Transaction Account	Efficiently manages and distributes cash flows according to the Priority of Payments
Swap Collateral Account	Adds security, protecting cash flows against counterparty risks

Key Legal and Regulatory Factors Affecting Cash Flows in the Prospectus

• EU Securitisation Regulation Compliance:
• Article 21(5): The requirements of this article are not applicable prior to the delivery of an Enforcement Notice by the Security Trustee.
• Article 21(7): Compliance is ensured through detailed contractual obligations, duties, and responsibilities of various parties such as the Master Servicer, Issuer Administrator, Security Trustee, and Cash Manager, as outlined in their respective agreements.
• Article 21(8): The Master Servicer has over 5 years of experience in servicing similar mortgage loans and has appointed Stater and Hypocasso for primary and arrears management services, respectively.
• Article 21(9): Remedies and actions related to delinquency and default are detailed in the Servicing Agreement.
• Article 21(10): Provisions for convening meetings of Noteholders and handling conflicts are included in the Trust Deed and Condition 14.
• Data and Reporting Requirements:
• Article 22(1): The Seller has provided historical default and loss performance data covering at least five years.
• Article 22(2): A sample of Mortgage Receivables has been externally verified with no significant adverse findings.
• Article 22(3): Liability cash flow models are published by Bloomberg and Intex and made available to Noteholders and potential investors.
• Article 22(4): The Seller will report on the environmental performance of the Mortgage Receivables.
• Transparency and Information Disclosure:
• Article 7: The Seller and Issuer will make relevant information available to Noteholders, competent authorities, and potential investors. This includes pre-pricing information and post-closing quarterly investor reports and loan-level information.
• Article 7(2): The Seller is designated to take responsibility for compliance with Article 7 and to fulfill the information requirements.
• Transaction Documents and Agreements:
• Servicing Agreement: Details the processes and responsibilities for appointing a substitute servicer upon a termination event.
• Administration Agreement and Cash Management Agreement: Outline the duties of the Issuer Administrator and Cash Manager.
• Trust Deed: Sets forth the responsibilities of the Security Trustee and provisions for Noteholder meetings.
• Issuer Account Agreement: Ensures the replacement of the Issuer Account Bank based on rating triggers.

Requirement	Impact
Historical Data Provision (Article 22(1))	Provides a historical basis for default and loss rates, critical for cash flow modeling.
External Verification (Article 22(2))	Ensures data accuracy and reliability, enhancing investor confidence.
Liability Cash Flow Model (Article 22(3))	Provides transparency and allows independent verification of cash flow projections.
Environmental Performance Reporting (Article 22(4))	Adds compliance and reporting layers, influencing investor decisions.
Transparency and Information Disclosure (Article 7)	Ensures ongoing transparency and allows continuous monitoring and adjustment of the cash flow model.
Designation of Reporting Entity (Article 7(2))	Centralizes responsibility for data accuracy and timely reporting.
Quarterly Reporting	Ensures the cash flow model remains current and reflective of actual performance.
Publication of Transaction Documents	Provides stakeholders with access to detailed terms and conditions governing cash flows.

Tax Considerations That Could Impact Cash Flows

• Withholding Tax:
• General Rule: Payments made by the Issuer under the Notes can generally be made free of withholding or deduction for any taxes imposed by the Netherlands, provided that the Notes do not function as equity of the Issuer.
• Specific Cases: Dutch withholding tax may apply on certain (deemed) interest due and payable to an affiliated entity of the Issuer if such entity is resident in a jurisdiction listed in the Dutch Regulation on low taxing states and non-cooperative jurisdictions for tax purposes, or if other specific conditions are met.
• Corporate and Individual Income Tax:
• Residents of the Netherlands: Tax treatment depends on whether they are corporate entities or individuals, with specific rules for different categories of holders.
• Non-Residents: May be subject to Dutch income tax if they have a permanent establishment or representative in the Netherlands to which the Notes are attributable.
• Special Categories of Holders:
• Investment Institutions: Subject to specific tax rules.
• Pension Funds and Exempt Entities: May be exempt from Dutch corporate income tax.
• Substantial Interest Holders: May face different tax implications.
• Employment-Related Income: Specific tax considerations for individuals with employment-related income.
• Attribution Rules:
• Separated Private Assets: Unique tax implications based on the Dutch Income Tax Act 2001.
• Entities in Specific Jurisdictions: Different tax treatments for entities in Aruba, Curacao, or Sint Maarten with enterprises in Bonaire, Sint Eustatius, or Saba.

Jurisdiction	Tax Implications
Residents of the Netherlands	Corporate entities: Taxable under Dutch Corporate Income Tax Act 1969. Rates: 19% for profits up to EUR 200,000, 25.8% for the remainder. Individuals: Taxable at progressive rates up to 49.5% in 2024.
Non-Residents of the Netherlands	Corporate entities: Not liable to Dutch income tax unless they have a permanent establishment in the Netherlands. Rates: 19% for profits up to EUR 200,000, 25.8% for the remainder. Individuals: Not liable to Dutch income tax unless they have a permanent establishment in the Netherlands. Rates can go up to 49.5%.
Gift and Inheritance Tax	Not levied on the transfer of a Note by way of gift or on the death of a holder unless the holder is, or is deemed to be, resident in the Netherlands.
Value Added Tax (VAT)	No VAT on payments for the issue of the Notes, cash payments made under the Notes, or the transfer of the Notes.
Other Taxes and Duties	No registration tax, customs duty, transfer tax, stamp duty, or any other similar documentary tax or duty payable in the Netherlands.
Foreign Account Tax Compliance Act (FATCA)	Under the IGA between the Netherlands and the United States, a foreign financial institution subject to the US Netherlands IGA would generally not be required to withhold under FATCA from payments it makes.

Liquidity and Trading

• Liquidity: Limited liquidity in the secondary market for mortgage-backed securities (MBS).
• Impact on Market Value: Limited liquidity can severely impact the market value of the Notes.
• Challenges for Investors: Investors may find it challenging to sell their Notes readily.
• Market Value Fluctuations: The market value of the Notes is likely to fluctuate and may be difficult to determine.
• Risk for Noteholders: Noteholders bear the risk of limited liquidity and the consequent effect on the value of the Notes.
• Potential Losses: Fluctuations in market value can result in substantial losses for investors.

Expected Trading Volumes and Bid-Ask Spreads

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