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Orange Lion 2013-8 RMBS B.V.

NOTICE TO HOLDERS OF THE NOTES

	Common code	ISIN code
EUR 3,000,000,000 class A mortgage-backed notes due 2044	087347273	NL0010365896
EUR 191,500,000 class B mortgage-backed notes due 2044	087347338	NL0010365904
EUR 95,745,000 class C notes due 2044	087347354	NL0010365912

issued by Orange Lion 2013-8 RMBS B.V.

(the "Notes")

We refer to the trust deed dated 29 January 2013 (the "Trust Deed") relating to the Notes and made between the Orange Lion 2013-8 RMBS B.V. (the "Issuer"), Stichting Holding Orange Lion 2013-8 RMBS and Stichting Security Trustee Orange Lion 2013-8 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 14 (Meetings of Noteholders; Modification; Consents; Waiver) and Schedule 1 of the Trust Deed (Provisions for meetings of Noteholders) (the "Provisions for Meetings of Noteholders"), certain amendments are proposed to be made to the Mortgage Receivables Purchase Agreement, the Trust Deed and the Conditions (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 Shareholder, the Security Trustee, the Seller and the Issuer Administrator, Retained Notes Purchaser and Swap Counterparty. As a result of these amendments, inter alia, the Principal Shortfall will no longer be deducted from the Principal Amount Outstanding in determining the redemption price in case of any redemption of Notes pursuant to Condition 6(d) (Optional Redemption), Condition 6(e) (Redemption for tax reasons), Condition 6(f) (Redemption following Clean-up Call), Condition 6(g) (Redemption following Regulatory Call).

In relation to the amendments to the Trust Deed and the Conditions, in accordance with Condition 14 (Meetings of Noteholders; Modification; Consents; Waiver), 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 14 (Meetings of Noteholders; Modification; Consents; Waiver) and Clauses 1.10 and 3.2 of the Provisions for the Meetings of Noteholders provide that a resolution in writing signed by or on behalf of all the relevant Noteholders (a "Written Resolution") shall be as valid, effective and binding as a resolution duly passed at a meeting.

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 their 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) their Intermediary has 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 Resolution 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 2013-8 RMBS B.V.

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

The Security Trustee

Stichting Security Trustee Orange Lion 2013-8 RMBS

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

APPENDIX 1

Proposed Written Resolutions

WRITTEN RESOLUTION OF ALL NOTEHOLDERS

Orange Lion 2013-8 RMBS B.V.

EUR 3,000,000,000 class A mortgage-backed notes due 2044
EUR 191,5000,000 class B mortgage-backed notes due 2044
EUR 95,745,000 class C notes due 2044
(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 14 (Meetings of Noteholders; Modification; Consents; Waiver) of the terms and conditions of the Notes (the "Conditions") and Schedule 1 (Provisions for Meetings of Noteholders) of the trust deed between Orange Lion 2013-8 RMBS B.V., Stichting Holding Orange Lion 2013-8 RMBS and Stichting Security Trustee Orange Lion 2013-8 RMBS dated 29 January 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 Clauses 1.10 and 3.2 of Schedule 1 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. Clause 12.3 of the Mortgage Receivables Purchase Agreement shall be amended as follows:

the phrase ", less the relevant Principal Shortfall" shall be deleted;

2. Clause 23.6 of the Trust Deed shall be amended as follows:

the phrase "less the relevant Principal Shortfall" shall be deleted on both occurrences;

3. Condition 6(d) (Optional Redemption), Condition 6(e) (Redemption for tax reasons), Condition 6(f) (Redemption following Clean-up Call), Condition 6(g) (Redemption following Regulatory Call) shall be amended as follows:

the phrase ", less the relevant Principal Shortfall" shall be deleted on each occurrence; and

4. Condition 9(b) (Principal) shall be amended as follows:

the phrase "Condition 6(a) (Final Redemption), Condition 6(b) (Mandatory Redemption of the Notes), Condition 6(d) (Optional Redemption), Condition 6(e) (Redemption for tax reasons), Condition 6(f) (Redemption following Clean-up Call) or Condition 6(g) (Redemption following Regulatory Call)" shall be amended to read as a reference to "Condition 6(a) (Final Redemption) or Condition 6(b) (Mandatory Redemption of the Notes)"

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 Shareholder, the Security Trustee, the Seller and the Issuer Administrator, Retained Notes Purchaser and 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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