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EDML 2019-1 B.V.: 15 December 2019

The Issuer will make payments on the Notes in accordance with the relevant Priority of Payments from, among other things, payments of principal and interest received from a portfolio comprising of Mortgage Loans originated by the Seller (Elan Woninghypotheken B.V) and secured over residential properties located in the Netherlands. Legal title to the Mortgage Receivables resulting from such Mortgage Loans will be assigned by the Seller to the Issuer on the Closing Date. Legal title to any Further Advance Receivables and New Ported Mortgage Receivables may, subject to certain conditions being met, be assigned by the Seller to the Issuer on certain dates thereafter.

The Issuer is a special purpose vehicle whose objectives are (a) to acquire, purchase, manage, alienate and encumber receivables that arise from or in connection with the granting of mortgage loans by any third party and to exercise any rights connected to such receivables and (b) to acquire funds to finance the acquisition of receivables mentioned under (a) by way of issuing bonds or other securities or by way of entering into loan agreements, to enter into agreements in connection thereto and to repay such bonds, securities or loan agreements.

The Seller has entered into a secured Euro revolving credit facility with Goldman Sachs Lending Partners LLC, as Elan Lender, to finance its business activities. The maximum facility limit of the Elan Credit Facility as at the Closing Date is EUR750 million and may be increased or decreased from time to time in accordance with the terms of the Elan Credit Facility.

EU Risk Retention: Goldman Sachs Bank Europe SE (a related entity of the Elan Lender) as the Retention Holder, in its capacity as the “originator” within the meaning of Article 2(3) of Regulation (EU) 2017/2402, has undertaken that for as long as the Notes are outstanding, it will on an ongoing basis retain a material net economic interest in the securitisation transaction which shall in any event not be less than 5% in accordance with Article 6 of the Securitisation Regulation. As at the Closing Date, such material net economic interest will be held in accordance with paragraph 3 item (a) of Article 6 of the Securitisation Regulation by holding no less than 5% of the nominal value of each of the Classes of Notes sold or transferred to investors.

U.S. Risk Retention Requirements: For the purposes of this transaction, the Elan Lender has determined that it is a “sponsor” of the securitisation transaction contemplated hereby for purposes of the U.S. Risk Retention Requirements. In this transaction, the credit risk retention requirement will be achieved by the Retention Holder, a Majority-Owned Affiliate of the Elan Lender, retaining an “eligible vertical interest” in the securitisation transaction by acquiring not less than 5% of each Class of Notes. The Retention Holder is a Majority-Owned Affiliate of the Elan Lender, because 100% of the equity interests in each entity are indirectly owned by a common parent.

STS: The securitisation transaction described in the prospectus is intended to qualify as an STS Securitisation within the meaning of Article 18 of the Securitisation Regulation.

Compare/contrast: EDML 2018-2