IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR

172 Pages·2011·1.49 MB·English

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 e-mail 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 e-mail 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.
ORANGE LION 2011-6 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 2043
€960,000,000 Class A2 Floating Rate Notes due 2043
€46,400,000 Class B Floating Rate Notes due 2043
€53,100,000 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 2011.
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 2012 . 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
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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 2011
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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

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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 2011.
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

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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.

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CONTENTS
Page
A. RISK FACTORS ..................................................................................................................................... 1
A.1 NOTES .............................................................................................................................................. 1
A.2 RECEIVABLES .............................................................................................................................. 11
A.3 SERVICING; ADMINISTRATION ............................................................................................... 25
A.4 SWAP .............................................................................................................................................. 26
A.5 CASHFLOWS AND COMMINGLING RISK ............................................................................... 27
A.6 GENERAL ...................................................................................................................................... 28
B. KEY FEATURES .................................................................................................................................. 30
B.1 NOTES ............................................................................................................................................ 30
B.2 RECEIVABLES .............................................................................................................................. 34
B.3 SERVICING; ADMINISTRATION ................................................................................................ 35
B.4 SWAP .............................................................................................................................................. 35
B.5 CASHFLOWS ................................................................................................................................. 35
C. STRUCTURE DIAGRAM .................................................................................................................... 37
D. PRINCIPAL TRANSACTION PARTIES ............................................................................................ 38
1. NOTES ................................................................................................................................................... 40
1.1 FORM OF THE NOTES .................................................................................................................. 40
1.2 TERMS AND CONDITIONS OF THE NOTES ............................................................................. 42
1.3 TAXATION IN THE NETHERLANDS .......................................................................................... 57
1.4 SUBSCRIPTION AND SALE ......................................................................................................... 60
1.5 USE OF PROCEEDS ....................................................................................................................... 63
1.6 ISSUER ............................................................................................................................................ 64
1.7 TRUSTEE ........................................................................................................................................ 67
1.8 SECURITY ...................................................................................................................................... 68
2. RECEIVABLES ..................................................................................................................................... 69
2.1 PURCHASE BY ISSUER ................................................................................................................ 69
2.2 SALE BY ISSUER ........................................................................................................................... 74
2.3 ELIGIBLE RECEIVABLES ............................................................................................................ 76
2.4 STRATIFICATION TABLES ......................................................................................................... 84
2.5 OVERVIEW OF THE DUTCH RESIDENTIAL MORTGAGE MARKET ................................... 96
2.6. MUNICIPALITY / NHG GUARANTEE PROGRAMME ............................................................. 99
2.7 ORIGINATION AND SERVICING BY ORIGINATOR .............................................................. 103
2.8 SUB-PARTICIPATION ................................................................................................................. 110
2.9 ING BANK N.V. ............................................................................................................................ 112
3. SERVICING; ADMINISTRATION .................................................................................................... 115
3.1 SERVICING ................................................................................................................................... 115
3.2 SERVICER ..................................................................................................................................... 117
3.3 ADMINISTRATION ..................................................................................................................... 118
4. SWAP ................................................................................................................................................... 120
5. CASHFLOWS ...................................................................................................................................... 123
5.1 ACCOUNTS .................................................................................................................................. 123
5.2 LEDGERS ...................................................................................................................................... 125
5.3 PRINCIPAL DEFICIENCY LEDGER .......................................................................................... 127
5.4 INCOME PRIORITY OF PAYMENTS ........................................................................................ 128
5.5 REDEMPTION PRIORITY OF PAYMENTS ............................................................................... 129
5.6 ENFORCEMENT PRIORITY OF PAYMENTS ........................................................................... 130
6. GENERAL ........................................................................................................................................... 131
SCHEDULE 1 - MASTER DEFINITIONS SCHEDULE ....................................................................... 134
1. DEFINITIONS ................................................................................................................................. 134
2. PRINCIPLES OF INTERPRETATION AND CONSTRUCTION .................................................. 162
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) 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;
(ii) 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;
(iii) 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;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices, securities, assets and/or financial markets; and
(v) 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.

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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.

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