La Hipotecaria

The “Majority Certificateholders” shall be the holders of more than 50% of the Certificate Principal Balance.

The Series A Notes will mature on the earlier of (a) July 14, 2052 and (b) upon the last stated maturity of the relevant Mortgage Loans, whichever occurs first (the “Maturity Date”).

The Final Scheduled Distribution Date of the Certificates will be the second Business Day after the Maturity Date (the “Final Scheduled Distribution Date”).

As explained in “The LH Delaware Trust⸺Optional Note Redemption,” following the occurrence of a Note Optional Call or a Trust Termination Call, the Majority Series A Noteholders will have a period of 45 calendar days (commencing on the date that notice of such Note Optional Call or Trust Termination Call is received) to object to the proposed sale of the relevant Mortgage Loans (such sale, an “Optional Note Redemption)”).

As explained in “The Dual Trust Structure⸺The Collateral Trust⸺Note Acceleration”, following the occurrence and continuation of a Note Acceleration Event the Majority Certificateholders may, by providing written notice to the Grantor Trustee (who, as Majority Series A Noteholder, will provide the requisite notice to the Collateral Trustee), require that the Series A Notes be accelerated.

If the Servicer does not exercise a Clean Up Call, the expected final Distribution Date of the Certificates is the Distribution Date in April 2040.

Utilizing the assumptions presented in “Prepayment and Yield Consequences⸺Modelling Assumptions,” if the Servicer exercises a Clean-Up Call on the Clean-Up Option Date, the expected final Distribution Date of the Certificates is the Distribution Date in June 2035.

See “Prepayment and Yield Consequences” in this Private Placement Memorandum for additional information.

Katten Muchin Rosenman LLP, as United States tax counsel to the LH Delaware Trust, will deliver an opinion that, subject to customary assumptions and qualifications, for U.S. federal income tax purposes as of the Closing Date: (i) neither the LH Delaware Trust nor any portion thereof will be classified as (a) an association or a publicly traded partnership taxable as a corporation or (b) a taxable mortgage pool, but instead will be classified as a grantor trust under Subpart E of Part I of Subchapter J of the of the U.S. Internal Revenue Code of 1986 (as amended, the “Code”); (ii) each Certificateholder will be treated as if it owned a pro rata undivided interest in the LH Delaware Trust Assets and paid directly its share of expenses paid by the LH Delaware Trust; (iii) the permitted activities of the LH Delaware Trust will not result in it being treated as engaged in the conduct of a trade or business in the United States; and (iv) the Underlying Notes will be treated as indebtedness for U.S. federal income tax purposes.

By purchasing a Certificate, each Certificateholder agrees to treat the Underlying Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes.

See “Certain U.S. Federal Income Tax Consequences” in this Private Placement Memorandum for important information regarding the U.S. tax consequences of an investment in the Certificates.

The Certificates may not be purchased by or transferred to any person that is, or that is acting on behalf of or investing assets of, (i) an “employee benefit plan” (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, “ERISA”) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) any entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) by reason of such plan’s investments in the entity ((i) – (iii) each, a “Benefit Plan Investor”) or (iv) an employee benefit plan, a plan or other similar arrangement (a “Similar Law Plan”) that is not a Benefit Plan Investor but is subject to federal, state, local, non U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) unless the acquisition, holding and disposition of the Certificates by such Similar Law Plan will not constitute or result in a non-exempt violation of such Similar Law.

See “No Purchase of Certificates by Employee Benefit Plans” in this Private Placement Memorandum for important information.

The Certificates will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. In the United States, the Certificates are being sold to “qualified institutional buyers” (“QIBs”), as defined under Rule 144A under the Securities Act (“Rule 144A”). The Certificates are being offered outside the United States to non U.S. persons (“non U.S. persons”), as defined under Regulation S under the Securities Act (“Regulation S”) in accordance with Regulation S.

The Certificates will not be sold or transferred to citizens of Panama, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, all relevant securities laws and regulations in Panama, or except in circumstances that do not constitute a public offering or distribution under Panamanian Law

It is expected that delivery of the Certificates will be made in book entry form only through the facilities of The Depository Trust Company (“DTC”) in New York, New York, including for the account of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”), against payment therefor in immediately available funds.

See “Appendix B – Book-Entry Registration, Global Clearance, Settlement and Tax Documentation Procedures” in this Private Placement Memorandum for additional information on the clearing systems, book-entry registration, global clearance, settlement and tax documentation procedures for the Certificates.

Pursuant to the U.S. Credit Risk Retention Rules, a “securitizer” of asset-backed securities is required, unless an exemption exists, to retain an “eligible vertical interest” or “eligible horizontal residual interest”, or any combination thereof, in a securities transaction.

La Hipotecaria, as the securitizer of the Certificates, is relying on the Pass-Through Resecuritization Exemption to the U.S. Credit Risk Retention Rules. The use of the Pass-Through Resecuritization Exemption requires that, among other things, the Local Issuance complies with, or is exempted from, the U.S. Credit Risk Retention Rules.

In connection with the Local Issuance, La Hipotecaria, as securitizer of the Local Issuance, has elected to retain, either directly or through an entity that it, directly or indirectly, majority controls, is majority controlled by or is under common majority control with (a “Majority-Owned Affiliate”), the Series B Notes and the Series C Notes (the “Required Credit Risk”).

In order to comply with the U.S. Credit Risk Retention Rules in connection with the Local Issuance, La Hipotecaria or a Majority-Owned Affiliate of La Hipotecaria will be required to hold the Required Credit Risk until the later of (i) the fifth anniversary of the Closing Date and (ii) the date on which the total unpaid principal balance of the Group of Mortgages has been reduced to 25% of the original unpaid principal balance of such Group of Mortgages as of the Closing Date, but in any event no longer than the seventh anniversary of the Closing Date (the “Sunset Date”).

For further information regarding the U.S. credit risk retention rules and La Hipotecaria’s compliance with respect thereto, see “Risk Factors⸺U.S. Credit Risk Retention” and “U.S. Credit Risk Retention.”