Common use of Covenants of the Servicer Clause in Contracts

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the relevant Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, including (but not limited to, under the Wft (as amended), including ) it being licensed to act as an intermediary (bemiddelaar) and and/or offeror (aanbieder) of creditscredits under the Wft and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any relevant Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor or any Originator which could have a material impact on the Pool Services to be performed by it or the Mortgage Receivables serviced by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any the relevant Mortgage Receivable while with any interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants will comply with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder thatfollowing covenants: (a) The Servicer will pay or discharge, when due, (i) all taxes, assessments and governmental charges levied or imposed upon it will devote or ensure upon its income or profits, upon any properties belonging to it prior to the date on which penalties attach thereto, (ii) all federal, state and local taxes required to be withheld by it, and (iii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of the Servicer; provided, that the same amount of time Servicer shall not be required to pay any such tax, assessment, charge or claim if the failure to do so would not result in a Material Adverse Effect, or, with respect to taxes, assessments and attention will be devoted toother governmental charges, and will exercise or ensure that for which a Permitted Contest is being conducted by the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;Servicer. (b) The Servicer will keep and maintain all of its properties necessary or useful in its business in good condition, repair and working order (normal wear and tear excepted), except it will provide shall not be required to do so to the Pool Services with extent that failure to do so would not result in a Material Adverse Effect; provided, however, that nothing in this Section 5.2(b) shall prevent the Servicer from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the reasonable judgment of the Servicer, desirable in the conduct of the Servicer’s business and not disadvantageous in any material respect to the Mortgage Loans, Borrower or the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages;Lender. (c) The Servicer will preserve and maintain its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business and shall conduct its business in an orderly, efficient and regular manner except it shall not be required to do so to the extent that failure to do so would not result in a Material Adverse Effect. (d) The Servicer will comply with conduct all collection activities and all sales, transfers and dispositions relating to the provisions Assets on an arms-length basis and so as to cause all collections and all consideration received upon the sale, transfer or disposition of the Trust Deed an Asset to (i) become and with any proper directionsconstitute Asset Series Proceeds, orders and instructions which the CBC or the Security Trustee may from time to time give to it (ii) be distributed as Asset Series Proceeds in accordance with the provisions Credit Agreement. (e) The Servicer will not create, or attempt to create, any pledge, lien, security interest, assignment or transfer upon or in any of this Agreement the Assets or the Asset Proceeds, or assign or otherwise convey, or attempt to assign or otherwise convey, any right to receive collections or other income with respect thereto. (f) The Servicer will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets (whether in one transaction or in a series of transactions) to any other Person, and will not liquidate, dissolve or suspend its business operations. (g) The Servicer will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the event assets of any conflict those of the Security Trustee shall prevail) and the Trust Deed;other Person. (dh) it The Servicer will use its reasonable endeavours not accept or receive or agree to keep accept or receive any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in force and, any way in connection with collection activities related to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary any Asset or in connection with the performance of the Pool Servicessale, includingdisposition, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off transfer or counterclaim; (g) forthwith upon becoming aware servicing of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBCAsset.

Covenants of the Servicer. The Servicer hereby covenants and agrees with each the Lender and the Hedge Counterparty, that, so long as any Advance is outstanding and until the later to occur of the CBC payment in full of all Secured Obligations and the Security Trustee without prejudice to any termination of its specific obligations hereunder thatthis Loan Agreement: (a) it All transactions and dealings between the Servicer and the Borrower will devote or ensure be conducted on an arm's-length basis. The parties acknowledge and agree that the same amount of time and attention will be devoted to, and will exercise or ensure that Servicer's duties under the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;Loan Documents are performed on an arms' length basis. (b) it The Servicer shall not amend or otherwise modify the Underwriting Guidelines, except in accordance with Section 7.03(c) of this Loan Agreement. (c) The Servicer may amend (w) the Forms of Contract attached to this Loan Agreement as Exhibit E, (x) the Underwriting Guidelines attached to this Loan Agreement as Exhibit G, (y) the Schedule of LEAF Indebtedness attached to this Loan Agreement as Exhibit N and/or (z) the Credit and Collection Policies of LEAF attached to the Servicing Agreement as Exhibit B in accordance with, and only in accordance with, the following procedure: (i) The Servicer shall deliver to the Lender written notice of any proposed amendment to the Underwriting Guidelines, the Schedule of LEAF Indebtedness or the Credit and Collection Policies of LEAF; provided that such notice shall meet the requirements set forth in clause (v) below; (ii) the Lender shall have ten (10) Business Days following the date of its receipt of such written notice to reject such proposed amendment; (iii) such proposed amendment shall not be effective prior to the expiration of the latest ten-Business-Day period specified in clause (ii) above; (iv) such proposed amendment shall become effective at the expiration of the latest ten-Business-Day period specified in clause (ii) above unless the Lender shall have delivered to the Servicer a written objection to such proposed amendment prior to the expiration of such ten-Business-Day period; and in order for the written notice specified in clause (i) above to be valid, such notice must contain (A) a covenant to the effect that the amendment proposed in such notice will provide not result in any Material Adverse Effect and (B) a reference to this Section 7.03(c) and must contain the Pool Services following statement in bold, uppercase type: "IF YOU WISH TO PREVENT THIS PROPOSED AMENDMENT FROM BECOMING EFFECTIVE, YOU MUST DELIVER A WRITTEN OBJECTION TO THE AMENDMENT TO THE SERVICER WITHIN TEN BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE." (d) The Servicer shall not, prior to the date which is one year and one day after the termination of this Loan Agreement, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Borrower under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Borrower or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Borrower. (e) The Servicer shall at all times hold itself out to the public under the Servicer's own name as a legal entity separate and distinct from its Affiliates. (f) To the extent that the Servicer and the Borrower and any of their respective stockholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (g) Subject to Section 5.02 of the Servicing Agreement, the Servicer will preserve and maintain its legal existence as a Delaware corporation organized solely under the laws of the State of Delaware. (h) The Servicer will preserve and maintain all of its material rights, privileges, licenses and franchises. (i) The Servicer will comply with the requirements of all applicable Requirements of Law (including, without limitation, the Truth in Lending Act and all environmental laws). (j) The Servicer will maintain accurate and complete records and books of account with respect to the Mortgage LoansCollateral and the Servicer's business, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it which complete entries will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it be made in accordance with GAAP. (k) The Servicer shall keep all of its property useful and necessary in its business in good working order and condition (ordinary wear and tear excepted). The Servicer shall maintain insurance coverage in the provisions form of this Agreement a fidelity bond which covers, among other things, employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount of at least in each case $1,000,000 and shall not reduce such coverage without the written consent of the Lender. The Servicer shall also maintain such other insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the event of any conflict those amounts customarily maintained by such entities. Each insurance policy referred to in the preceding sentence shall name the Collateral Agent (by name or as assignee of the Security Trustee shall prevail) Servicer), for the benefit of the Lender and the Trust Deed; (d) it will use its reasonable endeavours to keep in force andHedge Counterparty, as loss payee to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft its insurable interest (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements its interest in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC Collateral). All insurance companies issuing insurance pursuant to this Agreement section shall receive, as of any date of determination, a rating of at least "A" by A.M. Best Co. (l) The Servicer shall give notice to the Lender, promptly: (i) upon the Servicer becoming aware of, and in any event within one (1) Business Day after, the occurrence of any Default or any event of default or default under any other Loan Document or any other material agreement of the Servicer or the Borrower; (ii) upon, and in any event within three (3) Business Days after, service of process on the due date Servicer, or any agent thereof for payment thereof service of process, in Euro for value on such day without set-off respect of any legal or counterclaim; arbitrable proceedings affecting the Servicer or the Borrower (g1) forthwith that questions or challenges the validity or enforceability of any of the Loan Documents or (2) in which the amount in controversy exceeds $1,000,000; (iii) upon the Servicer becoming aware of any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect or to cause a Default; and (iv) of entry of a judgment or decree in respect of the Servicer, its assets or the Collateral in an amount in excess of $1,000,000. Each notice pursuant to this clause (k) shall be accompanied by a statement of a Responsible Officer of the Servicer setting forth details of the occurrence referred to therein and stating what action the Servicer has taken or proposes to take with respect thereto. (m) The Servicer shall furnish to the Lender, as soon as available, copies of any and all proxy statements, financial statements and reports which the Servicer sends to its shareholders, and copies of all (if any) regular, periodic and special reports, and all registration statements filed with the Securities and Exchange Commission or any Governmental Authority which supervises the issuance of securities by any LEAF Party and any press releases concerning any LEAF Party. (n) The Servicer will furnish to the Lender, from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreementrequest, notify the CBC all in writing of such event;reasonable detail. (ho) it will inform No later than 12:00 p.m., New York City time, on each Determination Date, the Security Trustee Servicer shall deliver, or cause to be delivered, to the Lender, the Borrower, the Collateral Agent and the Backup Servicer, in a computer-readable format acceptable to each such Person, a Monthly Servicer's Report executed by a Responsible Officer or agent of the Servicer containing among other things, (i) all information necessary to enable the Collateral Agent to make any legal proceedings against it or withdrawal and deposit required by Section 12.02 of this Loan Agreement, to give any notice required by Section 12.02 of this Loan Agreement and to make the Transferor which could have a material impact allocations to required to be made on the Pool Services next Payment Date pursuant to be performed by it and Section 3.03(b) of this Loan Agreement, (ii) any steps being taken all information to be provided to Lender and the Borrower specified by any party Exhibit A to the Servicing Agreement, (iii) a listing of all Contracts purchased or replaced by the Servicer or by the Servicer during the related Collection Period or on the related Business Day, as applicable, and each Contract which became a Defaulted Contract or which was paid in full during the related Collection Period shall be identified by account number (as set forth in the Contract Schedule), and (iv) all additional information that the Borrower shall have delivered to the Servicer, for inclusion in such Monthly Servicer's Report, pursuant to Section 11.02(c) of this Loan Agreement. In addition to the information set forth in the preceding sentence, the Monthly Servicer's Report shall also contain the following information: (a) the NPA Ratio and Annualized Default Ratio for the winding-uplast Collection Period, liquidation or bankruptcy and the average of each of the CBC;NPA Ratio and Annualized Default Ratio for the three most recently ended Collection Periods; (b) whether to the knowledge of the Servicer any Facility Termination Event has occurred as of such Determination Date; (c) whether to the knowledge of the Servicer a Servicer Termination Event has occurred; and (d) such other information reasonably requested by the Lender. The Servicer shall deliver to the Lender, the Borrower, the Collateral Agent and the Backup Servicer a hard copy of any such Monthly Servicer's Report upon request of such Person. (ip) it [Reserved]. (q) [Reserved]. (r) The Servicer will not knowingly create defend the Collateral against, and will take such other action as is necessary to remove, any Lien, security interest or permit to subsist any encumbrance in relation claim on or to the CBC Transaction Accounts or on Collateral, other than the security interests created under this Loan Agreement and Permitted Encumbrances, and the Servicer will defend the right, title and interest of the Collateral Agent, for the benefit of the Lender and the Hedge Counterparty, in and to any of the other assets Collateral against the claims and demands of all Persons whomsoever. (s) [Reserved]. (t) Without the prior written consent of the CBCLender, other than as created the Servicer will not, nor will it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Document, except to the extent otherwise expressly permissible under the Pledge Agreements; (j) it shall not increase Loan Documents. Notwithstanding the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to foregoing, the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminateServicer may, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; Lender, waive any assumption fees, late payment charges, charges for checks returned for insufficient funds, or other fees which may be collected in the ordinary course of servicing the Contracts. The Servicer shall take such reasonable and lawful actions as the Lender shall request to enforce the Servicer's rights under the Contracts, and (l) it will duly observe , following the articles occurrence of association of a Default, shall take such actions as are necessary to enable the CBCLender to exercise such rights in the Lender's own name.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that The Servicer shall, at its own expense, process and supervise the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions processing of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it Purchased Diversified Payment Rights in accordance with the provisions of this Agreement Transaction Documents, including to hold in trust and deposit (or cause to be deposited) all Collections into the Collateral Account or a Concentration Account as promptly as reasonably practical (and in any event no later than one Business Day after such Collections are received by it) or if pursuant to the event of any conflict those Transaction Documents, Collections are then being sent to the SPC (or at the direction of the Security Trustee Servicer) such Collections shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made held by it on behalf of the CBC SPC and applied by it on behalf of the SPC as required by the Transaction Documents (including to make payments under the Originator Note). Notwithstanding anything else herein to the contrary, and except during the existence of a Default or an Early Amortization Event, at any time during which National Commercial Bank Jamaica Limited is the Servicer and the Indenture Trustee has delivered a Change Notice that is in full force and effect pursuant to this Agreement Section 3.2(c) of the Indenture, the Servicer (if National Commercial Bank Jamaica Limited) may retain all such Collections as payments under the Originator Note. (b) The Servicer shall, at its own expense (i) administer the Purchased Diversified Payment Rights in accordance with Applicable Law and its customary servicing procedures, including approval authorizations, accounting and recording of Collections, notices, and responding to customer inquiries, and (ii) use reasonable care, applying its customary standards, policies and procedures, in administering the Purchased Diversified Payment Rights and related reporting and shall maintain such accurate and complete accounting records in relation to the administration of the Purchased Diversified Payment Rights in order to provide the Indenture Trustee with Servicing Reports and to provide the Bank’s head office with such reports, electronically or otherwise, as are necessary to enable the Bank to make (or arrange for the making of) the appropriate payments to the applicable DPR Payees. (c) The Servicer shall, at its own expense, deliver (or cause to be delivered) (i) not later than the 15th calendar day of (i) each calendar month, commencing in April 2006, a Monthly Report with respect to the preceding calendar month and (ii) the calendar month following the end of each Quarterly Period, a Quarterly Report with respect to the preceding Quarterly Period, in each case that contains the applicable information for such calendar month or Quarterly Period, as applicable, and such other information as the Indenture Trustee (and any other Trustee) shall reasonably request for the preparation of each account statement; provided that if such day is not a Business Day, any Servicing Report shall be delivered by the next Business Day. Each Monthly Report, together with each Quarterly Report, shall be referred to as the “Servicing Reports” with respect to the Diversified Payment Rights. (d) The Servicer shall, at any time during its normal business hours, upon at least five days’ prior written notice (except during the existence of a Servicer Default or Early Amortization Event, no more than twice per calendar year and at the cost and expense of the Person(s) conducting such audit), permit the SPC, the Indenture Trustee, any Enhancer and/or any Rating Agency rating any Series (or their respective agents) to conduct an audit of the Servicer’s books, records and systems relating to the Diversified Payment Rights (except that during the existence of a Servicer Default or Early Amortization Event, such written notice shall not be required, such Persons may conduct such audits as often as they wish and such audits will be at the Servicer’s expense). Such Persons shall use reasonable efforts to coordinate such audits. Any such audits shall be done without violation of Applicable Laws, including any banking secrecy laws applicable to the Bank, the Servicer and their respective information. (e) The Servicer shall comply with its organizational documents and all Applicable Laws to which it is subject except to the extent that noncompliance therewith is not reasonably likely to have a Material Adverse Effect. (f) If the Bank is not the Servicer, the Servicer shall maintain its computer systems, used in the servicing of Purchased Diversified Payment Rights, in such a manner so that such systems are compatible with the Bank’s computer system(s) and such systems shall be capable in all material respects of providing the Servicer with at least the same level of performance and information as the Bank’s computer system(s) is/are capable of providing on the due date for payment thereof in Euro for value on such day without set-off or counterclaim;Closing Date with respect to the Purchased Diversified Payment Rights. (g) forthwith The Servicer shall, promptly upon becoming aware of any event which may reasonably defaulted Purchased Diversified Payment Right (determined in accordance with the Servicer’s normal servicing practices), give rise written notice thereof to the SPC, each Enhancer and the Indenture Trustee (provided that no notice need be given for any defaulted Purchased Diversified Payment Right with a retransfer face value of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing US$100,000 or less) and use all commercially reasonable efforts to obtain payment of such event;defaulted Purchased Diversified Payment Right. (h) it will inform If the Security Bank is not the Servicer, the Servicer shall preserve and maintain its existence as an organization in good standing in the jurisdiction of its organization and, if not a U.S. and/or Jamaican organization, also in the U.S. and/or Jamaica (as necessary). (i) The Servicer shall make all necessary entries to its computer systems to reflect that the Purchased Diversified Payment Rights are owned by the SPC and have been pledged by the SPC to the Indenture Trustee. (j) The Servicer shall advise the SPC, the Indenture Trustee, each Trustee and each Enhancer (if any) promptly, and in reasonable detail, of (i) any legal proceedings Lien (other than pursuant to the Transaction Documents) asserted or claim made against any Purchased Diversified Payment Right of which it obtains knowledge, (ii) the occurrence of any breach of which the Servicer has knowledge by the Servicer, the Bank or the Transferor SPC of any of their respective representations, warranties and covenants contained in any Transaction Document, (iii) the occurrence of any Early Amortization Event, Default or Servicer Default (or any event that would be an Early Amortization Event, Default or Servicer Default with the expiration of any applicable grace period, the delivery of notice or both) of which the Servicer has knowledge and (iv) the occurrence of any other event of which the Servicer has knowledge that could reasonably be expected to have a material impact on Material Adverse Effect. (k) To the Pool Services extent permitted by Applicable Law, the Servicer (and, if it is not the Servicer, the Bank) shall, from time to time, at the Bank’s expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be performed by it necessary or desirable in the Servicer’s reasonable judgment or that the SPC or the Indenture Trustee may reasonably request, in order to effect more fully the purposes of the Origination Agreement and the other Transaction Documents and the Sale of the Purchased Diversified Payment Rights thereunder, to protect or evidence more fully the SPC’s right, title and interest in the Purchased Diversified Payment Rights or to enable the SPC, the Indenture Trustee and/or any other Person to exercise or enforce any of their rights in respect thereof. Without limiting the generality of the foregoing, the Bank shall, upon the reasonable request of the SPC or the Indenture Trustee: (i) execute and file such instruments, documents or notices as may be necessary or, in the opinion of such Person, advisable to accomplish the foregoing, and (ii) indicate on its books and records in the manner requested that the Purchased Diversified Payment Rights have been purchased by the SPC and pledged to the Indenture Trustee and provide to the SPC and/or the Indenture Trustee, upon request, copies of any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC;such records. (l) The Servicer shall (i) it will not knowingly create purport to sell any of the Purchased Diversified Payment Rights or permit Related Assets or any interest therein to subsist any encumbrance in relation Person, or create, incur, assume or suffer to the CBC Transaction Accounts or exist any Lien on any of the Collateral or any interest therein, (ii) defend the SPC’s ownership interests in, and the Indenture Trustee’s rights to, the Collateral against, and take such other assets actions as are necessary to remove, any Lien on (or claim or right in, to or under) the Collateral, and (iii) defend the right, title and interest of the CBCSPC and the Indenture Trustee in, to and under the Collateral against the claims and demands of all Persons whomsoever, in each case other than as Liens created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged pursuant to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without and Liens for taxes, assessments and other governmental charges payable by the prior written consent SPC and not yet due. (m) In addition to the Servicing Reports to be delivered to the Rating Agencies and any Enhancer pursuant to Section 3.2, the Servicer shall furnish to each Rating Agency, Controlling Party and Enhancer (at no cost to the Rating Agencies, Controlling Parties or Enhancers) such other information with respect to the Purchased Diversified Payment Rights as such Rating Agency, Controlling Party or Enhancer shall reasonably request and that the Servicer can (in accordance with Applicable Law) reasonably provide; it being understood, that with respect to any such Controlling Party that is not also an Enhancer, such information will be delivered to the Indenture Trustee and distributed by the Indenture Trustee to the Noteholders and Note Owners pursuant to Section 10.7 of the Security Trustee; andIndenture. (ln) The Servicer shall hold in trust any Collections that it will duly observe the articles of association receives (for any reason whatsoever) in respect of the CBCPurchased Diversified Payment Rights on or after the Closing Date and shall either (i) if the Servicer is not the Bank, deposit such Collections into the Collateral Account promptly (but in any event within five Business Days of the Servicer’s receipt thereof), or (ii) if the Bank is the Servicer, comply with Section 2.1(e) of the Origination Agreement. (o) The Servicer shall, on or prior to the first New York Business Day of each Quarterly Period, provide to the Indenture Trustee the information (by the delivery of a Required Amount Calculation Report relating to such Quarterly Period or otherwise) required under Sections 3.2 and 4.2 of the Indenture (including the aggregate Required Amount) and any similar provisions in any Indenture Supplement in order for the Indenture Trustee to make the allocations required to be made in such provisions.

Covenants of the Servicer. ‌ The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, including (but not limited to, under the Wft (as amended), including ) it being licensed to act as an intermediary (bemiddelaar) and or offeror (aanbieder) of creditscredits under the Wft and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor or the Originators which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any the Mortgage Receivable while with any interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: shall (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without unless ------------------------- having previously received the prior written consent of the Security TrusteeOperating Agent and the Collateral Agent): (a) not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to (and any such purported disposition shall be null and void), any Transferred Receivable or related Contract with respect thereto, or upon or with respect to the Lockbox Account, the Lockboxes, the Collection Account, the Retention Account or any other account to which any Collections of any Transferred Receivable are deposited, or assign any right to receive income in respect thereof; (b) not extend, amend or otherwise modify the terms of any Transferred Receivable (other than adjusting, settling or compromising the account or payment of a Transferred Receivable pursuant to Section 7.04 and except for deferments in the ordinary course of business which are consistent with the Credit and Collection Policies), or amend, modify or waive any term or condition of any Contract related thereto except in the case of any such contracts for any amendments, modifications or waivers that (i) do not affect the payment terms for any Transferred Receivable or (ii) do not adversely affect the quality or collectability of any such Transferred Receivable; (c) not make any changes in the nature of its business, purposes or operations which could reasonably result in a material adverse effect on its ability to perform its servicing obligations hereunder; (d) not make any change in its instructions to Obligors to make payments to the Lockboxes or Lockbox Accounts other than (i) changes of a purely administrative nature which do not alter any directions to Obligors regarding the method, timing or place of payment, or (ii) changes to the method or timing of payments which are in accordance with the Credit and Collections Policy; (e) not merge with or into, consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, any Person (whether in one transaction or in a series of transactions) except where such action would not have a material adverse effect on the business of the Servicer or the ability of the Servicer to perform its obligations under this Agreement or any Related Document; (f) not make any change to its corporate name or use any tradenames, fictitious names, assumed names or "doing business as" names except those disclosed on Schedule 1 to the Transfer Agreement and after at least thirty days prior written notice to the Operating Agent, Collateral Agent and Redwood; (g) identify the Transferred Receivables clearly and unambiguously in its Servicing Records to reflect that such Transferred Receivables are owned by the Seller; (h) comply in all material respects with the Credit and Collection Policies in regard to each Transferred Receivable and the related Contracts; and (li) it will duly observe comply in all material respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties and all Transferred Receivables, related Contracts and Collections with respect thereto, provided that the articles Servicer shall be deemed to have complied with any such requirements for as long as the Servicer contests in good faith the application of association such requirement, a stay has been granted with respect to any penalty imposed on the Servicer in respect of such requirement and no final unappealable order in respect of such requirement has been made against the CBCServicer.

Covenants of the Servicer. ‌ The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants will comply with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder thatfollowing covenants: (a) The Servicer will pay or discharge, when due, (i) all taxes, assessments and governmental charges levied or imposed upon it will devote or ensure upon its income or profits, upon any properties belonging to it prior to the date on which penalties attach thereto, (ii) all federal, state and local taxes required to be withheld by it, and (iii) all lawful claims for labor, materials and supplies which, if unpaid, would by law become a lien or charge upon any properties of the Servicer; provided, that the same amount of time and attention will Servicer shall not be devoted torequired to pay any such tax, and will exercise assessment, charge or ensure that the same level of skillclaim whose amount, care and diligence applicability or validity is being contested in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;good faith by appropriate proceedings. (b) it The Servicer will provide keep and maintain all of its properties necessary or useful in its business in good condition, repair and working order (normal wear and tear excepted); provided, however, that nothing in this Section 5.2(b) shall prevent the Pool Services with Servicer from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the reasonable judgment of the Servicer, desirable in the conduct of the Servicer's business and not disadvantageous in any material respect to the Mortgage Loans, Borrower or the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages;Lender. (c) it The Servicer will comply with the provisions preserve and maintain its legal existence and all of the Trust Deed its rights, privileges and with any proper directions, orders and instructions which the CBC franchises necessary or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and desirable in the event normal conduct of any conflict those of the Security Trustee its business and shall prevail) conduct its business in an orderly, efficient and the Trust Deed;regular manner. (d) The Servicer will conduct all collection activities and all sales, transfers and dispositions relating to the Assets on an arms-length basis and so as to cause all collections and all consideration received upon the sale, transfer or disposition of an Asset to (i) become and constitute Collections, and (ii) be distributed as Collections in accordance with Section 2.10. (e) The Servicer will not create, or attempt to create, any pledge, lien, security interest, assignment or transfer upon or in any of the Assets or the Collections, or assign or otherwise convey, or attempt to assign or otherwise convey, any right to receive collections or other income with respect thereto, except as contemplated by the Loan Documents. (f) The Servicer will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets (whether in one transaction or in a series of transactions) which materially and adversely affects the Assets or the ability of the Servicer to perform its obligations under the Loan Documents to which it is a party. (g) Except for the right of the Servicer to remit Collections net of certain amounts pursuant to Section 2.9, the Servicer shall not assert any claims or set-off rights against the Collections. (h) In the fulfillment of Servicer’s obligations under this Agreement, Servicer shall not, and no person under its direct control or direction shall, (i) engage in any fraudulent activity or (ii) knowingly engage in any other activity which would constitute a violation of law or other governmental requirement. (i) Servicer will use reasonable efforts to maintain systems, personnel and facilities, including back-up and disaster recovery capability, that will enable it to perform fully its reasonable endeavours obligations under this Agreement. (j) Unless Lender otherwise consents in writing: i) Servicer shall not resign from the obligations and duties imposed on it by this Agreement as the Servicer. ii) Servicer shall not assign this Agreement or any of its rights, powers, duties or obligations hereunder, except as authorized pursuant to keep this Agreement. iii) The duties and obligations of Servicer under this Agreement shall continue until this Agreement expires or shall have been terminated and shall survive the exercise by the Parties of any right or remedy under this Agreement, or the enforcement by the Parties of any provision of this Agreement. (k) The Servicer shall not liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in force andthe ordinary course. (l) The Servicer will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the extent assets of any other Person. (m) The Servicer will not yet obtainedaccept or receive or agree to accept or receive any rebate, refund, commission, fee (other than the Servicing Fee and the Legal Outsourcing Management Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with an Obligor, any subservicer or any other party (including but not limited to obtainbrokers and agents), all licences, approvals, authorisations and consents which may be necessary as a result of or in any way in connection with collection activities related to any Asset or in connection with the performance sale, disposition, transfer or servicing of any Asset. (n) Upon termination of this Agreement for any reason, the Servicer shall, in addition to the obligations of the Pool ServicesServicer set forth in Section 6.3 hereof, includingprovide its reasonable cooperation to Lender, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) Borrower and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements successor servicer in the performance transfer of the Pool Services; (f) it will make all payments required to be made management responsibilities contemplated by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of creditscredits and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it or the Mortgage Receivables serviced by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby makes the following covenants with each of on which the CBC Issuer is relying in acquiring the Receivables under the Pooling Agreement and issuing the Security Trustee without prejudice to any of its specific obligations hereunder thatSecurities under the Further Transfer and Servicing Agreements: (a) it will devote or ensure that except as contemplated by the same amount of time and attention will be devoted to, and will exercise or ensure that other Basic Documents (including the same level of skill, care and diligence in the performance ofTitling Trust Servicing Agreement), the Pool Services as it would Servicer shall not release any Financed Vehicle from the security or would ensure if it, or its sub-agent, were administrating mortgage loans which were its ownownership interest securing the related Receivable; (b) it will provide the Pool Services with respect Servicer shall do nothing to impair the Mortgage Loansrights of NFRRC, the Mortgages Issuer, the Securityholders or the Indenture Trustee in and other collateral security in to such manner as would a reasonable prudent lender of Dutch residential mortgagesReceivables; (c) it will comply with the provisions of Servicer shall not amend or otherwise modify any Receivable such that the Trust Deed and with any proper directionsStarting Receivable Balance, orders and instructions which the CBC Annual Percentage Rate or the Security Trustee may from time to time give to it in accordance with total number of Scheduled Payments is altered or such that the provisions of this Agreement (and in the event of final scheduled payment on such Receivable will be due any conflict those of the Security Trustee shall prevail) and the Trust Deedlater than December 31, 2013; (d) it will use its reasonable endeavours other than solely for the purpose of collecting or enforcing the Receivables for the benefit of the Owner and the Collateral Agent, (i) the Servicer shall not at any time have or in any way attempt to keep assert any interest in force and, any Receivables or Related Assets or records related to the extent not yet obtained, to obtain, all licences, approvals, authorisations Collateral and consents which may be necessary in connection with (ii) the performance entire legal and equitable interest of the Pool Services, including, but not limited to, under Owner of a Receivable in such Receivable and the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits;Related Assets shall at all times be vested in such Owner; and (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on any agreement between the due date Servicer and a Backup Servicer for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant backup servicing, the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of Servicer shall (i) deliver to the Backup Servicer any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and materials required under such agreement, (ii) any steps being taken by any party for the winding-upenforce material rights under such backup servicing agreement, liquidation or bankruptcy of the CBC; (iiii) it will not knowingly create or permit to subsist any encumbrance in relation report to the CBC Transaction Accounts or on Funding Agent any defaults by either party under such backup servicing agreement and, (iv) within 90 days of receiving a written instruction from the other assets of the CBCFunding Agent, other than as created replace such Backup Servicer if it materially defaults in its performance under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBCbackup servicing agreement.

Covenants of the Servicer. The Servicer hereby covenants will comply with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder thatfollowing covenants: (a) The Servicer will pay or discharge, when due, (i) all taxes, assessments and governmental charges levied or imposed upon it will devote or ensure upon its income or profits, upon any properties belonging to it prior to the date on which penalties attach thereto, (ii) all federal, state and local taxes required to be withheld by it, and (iii) all lawful claims for labor, materials and supplies which, if unpaid, would by law become a lien or charge upon any properties of the Servicer; provided, that the same amount of time and attention will Servicer shall not be devoted torequired to pay any such tax, and will exercise assessment, charge or ensure that the same level of skillclaim whose amount, care and diligence applicability or validity is being contested in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;good faith by appropriate proceedings. (b) it The Servicer will provide keep and maintain all of its properties necessary or useful in its business in good condition, repair and working order (normal wear and tear excepted); provided, however, that nothing in this Section 5.2(b) shall prevent the Pool Services with Servicer from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the reasonable judgment of the Servicer, desirable in the conduct of the Servicer’s business and not disadvantageous in any material respect to the Mortgage Loans, Borrower or the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages;Lender. (c) it The Servicer will comply with preserve and maintain its legal existence and all of its rights, privileges and franchises necessary or desirable in the provisions normal conduct of its business and shall conduct its business in an orderly, efficient and regular manner. (d) The Servicer will conduct all collection activities and all sales, transfers and dispositions relating to the Trust Deed Assets on an arms-length basis and with any proper directionsso as to cause all collections and all consideration received upon the sale, orders transfer or disposition of an Asset to (i) become and instructions which the CBC or the Security Trustee may from time to time give to it constitute Asset Pool Proceeds, and (ii) be distributed as Asset Pool Proceeds in accordance with the provisions Credit Agreement. (e) The Servicer will not create, or attempt to create, any pledge, lien, security interest, assignment or transfer upon or in any of this Agreement the Assets or the Asset Pool Proceeds, or assign or otherwise convey, or attempt to assign or otherwise convey, any right to receive collections or other income with respect thereto. (f) The Servicer will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets (whether in one transaction or in a series of transactions) which materially and adversely affects the Assets or the ability of the Servicer to perform its obligations under the Loan Documents to which it is a party. (g) The Servicer shall not liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the event ordinary course; or (h) The Servicer will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any conflict those of the Security Trustee shall prevail) and the Trust Deed;other Person. (di) it The Servicer will use its reasonable endeavours not accept or receive or agree to keep accept or receive any rebate, refund, commission, fee (other than the Servicing Fee), kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor, any subservicer or any other party (including but not limited to brokers and agents), as a result of or in force and, any way in connection with collection activities related to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary any Asset or in connection with the performance of the Pool Servicessale, includingdisposition, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off transfer or counterclaim; (g) forthwith upon becoming aware servicing of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements;Asset. (j) it The Servicer shall not increase implement in its office in Phoenix, Arizona, the Outstanding Principal Amount of any Mortgage Receivable while interest on collection system software which Servicer uses in its office in San Diego, California, and such Mortgage Receivable is implemented collection system software shall be fully operational in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminateits office in Phoenix, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBCArizona by March 1, 2001.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its ownown and act as a reasonable prudent servicer of Dutch residential mortgages; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender servicer of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, including (but not limited to, under the Wft (as amended), including ) it being licensed to act as an intermediary (bemiddelaar) and and/or offeror (aanbieder) of creditscredits under the Wft and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any relevant Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor or the Originators which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any the relevant Mortgage Receivable while with any interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its ownown and act as a reasonable prudent servicer of Dutch residential mortgages; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender servicer of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in 53106437 M 55004904 / 3 connection with the performance of the Pool Services, including, including (but not limited to, under the Wft (as amended), including ) it being licensed to act as an intermediary (bemiddelaar) and and/or offeror (aanbieder) of creditscredits under the Wft and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any relevant Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor or the Originators which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any the relevant Mortgage Receivable while with any interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower;; 53106437 M 55004904 / 3 (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The From and including the Closing Date, to and including the Sales Termination Date, the Servicer hereby covenants with each to the Issuer and to the Indenture Trustee for the benefit of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder Secured Parties that: (a) the Servicer shall, at its own expense, service, manage and administer and supervise the servicing, management and administration of the Assigned Oil Revenues and the Assigned Oil Revenue Rights in accordance with the Transaction Documents, including to deposit (or cause to be deposited) the Collections and any other amounts received directly by it will devote or ensure that in respect of the same amount of time Collateral into the Collections Account as promptly as reasonably practical (and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if any event no later than two (2) Business Days after such Collections are received by it, or its sub-agent, were administrating mortgage loans which were its own); (b) it will provide the Pool Services Servicer shall, at its own expense (i) administer the Assigned Oil Revenues and the Assigned Oil Revenue Rights in accordance with this Servicing Agreement and Applicable Law, including approval authorizations, accounting and recording of Collections, notices, and responding to inquiries from ANP, Governmental Authorities, the Oil Revenues Payment Agent, and from any Oil Revenues concessionaires, (ii) monitor and verify payments made with respect to the Mortgage LoansAssigned Oil Revenue Rights and to make inquiries of, and to pursue collections of any overdue amounts due with respect to the Assigned Oil Revenues and the Assigned Oil Revenue Rights with ANP, Governmental Authorities, the Mortgages Oil Revenues Payment Agent, any Oil Revenues concessionaires and other collateral security in such manner as would Persons, if appropriate, (iii) subject to all Applicable Laws, manage and administer the Assigned Oil Revenues and the Assigned Oil Revenue Rights, through the exercise of care at least the higher of (A) the same care that a reasonable prudent lender Person would exercise in handling similar matters for its own account and (B) the same care that the Servicer exercises in handling similar matters for its own account, and in either event create and administer policies and practices consistent therewith, (iv) comply at all times, in all material respects, with good business policies, practices, procedures and internal controls in effect at such time with respect to servicing and collecting the Assigned Oil Revenues and the Assigned Oil Revenue Rights, and (v) use reasonable care, applying such standards, policies and procedures, in administering the Assigned Oil Revenues and the Assigned Oil Revenue Rights and will maintain such accurate and complete accounting records in relation to the administration of Dutch residential mortgagesthe Assigned Oil Revenues and the Assigned Oil Revenue Rights in order to provide the Bond Administrator with all necessary information needed to prepare all required Transfer Reports, Monthly Reports and Quarterly Reports relative to the Assigned Oil Revenues and the Assigned Oil Revenue Rights; (c) it will comply with the provisions Servicer shall, at its own expense, promptly deliver (or cause to be promptly delivered) all relevant information that is reasonably available to the Servicer which is requested by the Bond Administrator in writing for preparation of each Transfer Report, each Monthly Report and each Quarterly Report to the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust DeedBond Administrator; (d) it will use its reasonable endeavours at the cost and expense of the Person(s) conducting such audit, the Servicer shall, at any time during normal business hours, upon at least five (5) days’ prior written notice (except during the existence of a Servicer Replacement Event, an Event of Default, a Trigger Event, or an Oil Revenue Change of Law Impairment Event, no more than twice per calendar year), permit the Issuer, the Indenture Trustee, the Bond Administrator and/or any Rating Agency rating any Series of Notes (or their respective agents) to keep in force andconduct an audit of the Servicer’s books, records and systems relating to the extent Assigned Oil Revenues and the Assigned Oil Revenue Rights (except that during the existence of a Servicer Replacement Event, an Event of Default, a Trigger Event, or an Oil Revenue Change of Law Impairment Event, such written notice shall not yet obtainedbe required, and such Persons may conduct such audits as often as they wish). Such Persons shall use reasonable efforts to obtaincoordinate such audits, all licences, approvals, authorisations and consents which may shall be necessary in connection with performed during the performance Servicer’s normal business hours. Any such audits shall be done without violation of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of creditsApplicable Laws; (e) it will not knowingly fail to the Servicer shall comply with any legal requirements in its organizational documents and all Applicable Laws to which it is subject except to the performance of the Pool Servicesextent that noncompliance therewith is not reasonably likely to have a Material Adverse Effect; (f) it will make all payments required to be made by it on behalf the Servicer shall maintain its computer systems, used in the servicing of the CBC pursuant to this Agreement Assigned Oil Revenues and the Assigned Oil Revenue Rights, in such a manner so that such systems are compatible with the Oil Revenues Payment Agent’s computer system(s) and such systems shall be capable in all material respects of providing the Servicer with at least the same level of performance and information as the Oil Revenues Payment Agent’s computer system(s) is/are capable of providing on the due date for payment thereof in Euro for value on such day without set-off or counterclaimClosing Date with respect to the Assigned Oil Revenues and the Assigned Oil Revenue Rights; (g) forthwith the Servicer shall, promptly upon becoming aware of any event which may reasonably defaulted Assigned Oil Revenues and the Assigned Oil Revenue Rights (determined in accordance with the terms of this Servicing Agreement), give rise written notice thereof to a retransfer of any Mortgage Receivable pursuant the Guarantee Support AgreementIssuer, notify the CBC in writing Sponsor, the Bond Administrator, and the Indenture Trustee and use all commercially reasonable efforts to obtain payment of such eventdefaulted Assigned Oil Revenues or the Assigned Oil Revenue Rights; (h) it will inform the Security Servicer shall preserve and maintain its existence as an organization in good standing in the jurisdiction of its organization and, if not a U.S. and/or Brazilian organization, also in the U.S. and/or Brazil (as necessary); (i) the Servicer shall make all necessary entries to its computer systems to reflect that the Assigned Oil Revenues and the Assigned Oil Revenue Rights are owned by the Issuer and have been pledged by the Issuer to the Brazilian Collateral Agent for the benefit of the Indenture Trustee for the benefit of the Secured Parties; (j) the Servicer shall advise the Issuer, the Indenture Trustee, the Sponsor and the Bond Administrator promptly, and in reasonable detail, of (i) any legal proceedings against Lien (other than pursuant to the Transaction Documents) asserted or claim made against, the RJS Oil Revenues Dedicated Account, any Assigned Oil Revenues or Assigned Oil Revenue Rights of which it or the Transferor which could have a material impact on the Pool Services to be performed by it and obtains knowledge, (ii) the occurrence of any steps being taken breach of which the Servicer has knowledge by any party for the winding-upServicer, liquidation the Bond Administrator, RJS, the Sponsor, or bankruptcy the Issuer of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of their respective representations, warranties and covenants contained in any Transaction Document, (iii) the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount occurrence of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded Servicer Replacement Event, an Event of Default, a Trigger Event, or an Oil Revenue Change of Law Impairment Event (or any event that would be a Servicer Replacement Event, an Event of Default, a Trigger Event, or an Oil Revenue Change of Law Impairment Event with the relevant Borrower expiration of any applicable grace period, the delivery of notice or both) of which the Servicer has knowledge and only upon request (iv) the occurrence of any other event of which the BorrowerServicer has knowledge that could reasonably be expected to have a Material Adverse Effect; (k) it will not terminateto the extent permitted by Applicable Law, the Servicer on behalf of the Sponsor or Companhia Securitizadora, as applicable, shall, from time to time, at the Issuer’s expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable in the Servicer’s reasonable judgment or that the Issuer, the Bond Administrator or the Indenture Trustee may reasonably request, in order to effect more fully the purposes of the Royalties Rights Agreement, the Bill of Sale, the Initial Oil Revenue and Rights Bill of Sale and the other Transaction Documents and the sale of the Assigned Oil Revenues and the Assigned Oil Revenue Rights thereunder, to protect or evidence more fully the Issuer’s right, title and interest in the Assigned Oil Revenues and the Assigned Oil Revenue Rights or to enable the Issuer, the Indenture Trustee and/or any other Person to exercise or enforce any of their rights in respect thereof. Without limiting the generality of the foregoing, the Sponsor or Companhia Securitizadora, as applicable, shall, upon the reasonable request of the Issuer, the Bond Administrator, or agree the Indenture Trustee: (i) execute and file such instruments, documents or notices as may be necessary or, in the opinion of such Person, advisable to termination accomplish the foregoing, and (ii) indicate on its books and records in the manner requested that the Assigned Oil Revenues and the Assigned Oil Revenue Rights have been purchased by the Issuer and pledged to the Indenture Trustee and provide to the Issuer and/or the Indenture Trustee, upon request, copies of any such records; (l) the Servicer shall, at the Issuer’s expense, use commercially reasonable efforts to (i) defend the Issuer’s ownership interests in, and the Indenture Trustee’s rights to, the Collateral against, and take such other actions as are necessary to remove, any Lien on (or claim or right in, to or under) the Collateral, and (ii) defend the right, title and interest of the Transaction Documents without Issuer and the prior written consent Indenture Trustee in, to and under the Collateral against the claims and demands of all Persons whomsoever, in each case other than Permitted Liens; (m) the Servicer shall furnish to the Indenture Trustee, each Rating Agency, the Majority Controlling Party, any Series Controlling Parties and the Bond Administrator (at no cost to the Indenture Trustee, the Rating Agencies, the Majority Controlling Party or any Series Controlling Parties and the Bond Administrator) such other information with respect to the Assigned Oil Revenues and the Assigned Oil Revenue Rights, as the Indenture Trustee, any Rating Agency, the Majority Controlling Party, any Series Controlling Parties or the Bond Administrator shall reasonably request and that the Servicer can (in accordance with Applicable Law) reasonably provide; it being understood, that with respect to the Majority Controlling Party or any Series Controlling Party, such information will be delivered to the Indenture Trustee and made available by the Indenture Trustee to the Securityholders and Securityowners pursuant to Section 10.7 of the Security TrusteeIndenture; (n) the Servicer shall hold in trust any Collections that it receives (for any reason whatsoever) in respect of the Assigned Oil Revenues and the Assigned Oil Revenue Rights on or after the Closing Date; and (lo) it will duly observe the articles of association Servicer, on behalf of the CBCIssuer, shall cause the Issuer’s and the Indenture Trustee’s interest in the Collateral and any instruments of conveyance, transfer, assignment or further assurance, or appropriate certificates, financing statements or other statements with respect thereto, at all times to be recorded and filed and re-recorded and re-filed, in such a manner and in such places as may be required by law in order fully to preserve and protect the rights of the Indenture Trustee (on behalf of the Secured Parties). As soon as practicable thereafter, the Issuer shall deliver to the Servicer (and the Servicer shall deliver to the Indenture Trustee) or to the Indenture Trustee directly any and all agreements, documents, instruments and writings necessary (or otherwise reasonably requested by the Indenture Trustee) to evidence, perfect or protect the Indenture Trustee’s rights to such Collateral, including making all necessary changes to its computer systems to reflect that the related Collateral has been pledged to the Indenture Trustee. The Issuer hereby authorizes each of the Servicer and the Indenture Trustee to execute, deliver and file any and all of such agreements, documents, instruments and writings.

Covenants of the Servicer. ‌ The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed); (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, including (but not limited to, under the Wft (as amended), including ) it being licensed to act as an intermediary ("bemiddelaar") and or offeror ("aanbieder") of creditscredits under the Wft; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant further to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the relevant Transferor which could have a material an impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC;it; and (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants with each that, until the termination of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder thatAmortization Period: (a) it The Servicer will devote or ensure that furnish to the same amount of time Program Agent, promptly after delivery to the Trustee, all notices, reports and attention will be devoted to, and will exercise or ensure that other information given to the same level of skill, care and diligence in Trustee under the performance of, Agreement other than the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;Daily Reports required thereunder. (b) it will provide At any time and from time to time during the Pool Services with respect Servicer's regular business hours and at the Servicer's expense, on reasonable prior notice; the Servicer shall, in response to any reasonable request of the Trustee or the Program Agent, permit the Trustee or the Program Agent, or their agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes, microfiche and disks) in the possession or under the control of the Servicer relating to the Mortgage LoansTrust Assets, the Mortgages Receivables and other collateral security the related Contracts and (ii) to visit the offices and properties of the Servicer for the purpose of examining such materials and to discuss matters relating to the Receivables or the Servicer's performance hereunder with any of the Responsible Officers of the Servicer having knowledge thereof; such audits and/or visits may take place annually, or more frequently if so required at the reasonable discretion of the Program Agent, or its agents or representatives (which agents in connection with any audit, shall be Deloitte & Touche, or another Independent Accounting Firm mutually acceptable to the Servicer and the Program Agent); PROVIDED, HOWEVER, that prior to the time of any such manner as would required audit or visit by the Program Agent (or its agents or representatives) which is less than eleven months after the most recent such audit or visit, the Program Agent will give written notice to the Servicer of its intention to so require such an audit or visit, and the Servicer shall have a reasonable prudent lender opportunity, on the same Business Day on which such notice is given, to respond by telephone or in writing to any questions identified by the Program Agent (or its agents or representatives) as giving rise to such intended audit or visit; PROVIDED FURTHER, HOWEVER, that nothing in the foregoing shall in any way limit the right of Dutch residential mortgages;the Program Agent (or its agents or representatives) to require such an audit or visit, if after receiving the Servicer's response to such questions, the Program Agent (or its agents or representatives) believes that such audit or visit is so required in the exercise of its reasonable discretion. The Servicer agrees that the Program Agent will have the right to require changes in the scope of the Annual Servicing Report furnished by the Independent Public Accountants pursuant to Section 3.07 of the Agreement. (c) it The Servicer will comply deliver or cause to be delivered in duplicate, to each Series 1995-1 Certificateholder and the Trustee, for so long as Nine West is the Servicer, copies of each report of Nine West filed with the provisions Securities and Exchange Commission on Forms 10-K and 10-Q within 95 days after end of the Trust Deed and with any proper directionseach fiscal year, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event case of any conflict those Forms 10-K, and within 50 days after end of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements each fiscal quarter in the performance case of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without setForms 10-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.Q.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote The Servicer shall, at its own cost and expense, (i) retain the electronic ledger used by the Servicer as a master record of the Receivables and copies of all documents relating to each Account as custodian for the Company and (ii) upon the request of the Company or ensure the Agent, xxxx such electronic ledger to the effect that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence interests in the performance of, Receivables and Accounts listed thereon have been transferred and assigned to the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;Company pursuant to this Agreement. (b) The Servicer shall comply, in all material respects, with all Requirements of Law applicable to it will provide the Pool Services with respect or to the Mortgage LoansAccounts and the Receivables or any part thereof and shall preserve and maintain its corporate existence and all material rights, the Mortgages franchises, qualifications and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages;privileges. (c) it will comply The Servicer shall do nothing to impair the right of the Company in the Transferred Property and shall take no action to cause any Receivable to be evidenced by any instrument (other than an instrument which constitutes chattel paper) (each as defined in the Uniform Commercial Code), except in connection with the provisions enforcement or collection of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed;an Account. (d) it will use its reasonable endeavours to keep The Servicer shall not rescind or cancel any Receivable or modify in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor manner which could reasonably be expected to have a material impact adverse effect on the Pool Services to be performed by it and (ii) Company or extend any steps being taken by any party for the winding-up, liquidation term or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount provision of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents thereof without the prior written consent of the Security Trustee; andAgent, except in the ordinary course of business and consistent with the provisions of the Credit and Collection Policy. (le) it will duly observe The Servicer shall not create and shall defend the articles of association Purchased Interest in the Transferred Property against, and take such other actions as are necessary to remove, any Lien in, to or on the Purchased Interest in the Transferred Property, and shall defend the right, title and interest of the CBCCompany in and to the Purchased Interest in the Transferred Property against the claims and demands of all Persons whomsoever. (f) The Servicer shall advise the Company promptly, in reasonable detail: (i) of any Lien asserted against any of the Purchased Interest; (ii) of the occurrence of any breach by the Servicer of any of its covenants contained herein; (iii) of the occurrence of a Servicer Transfer Event or any event which, with the giving of notice or lapse of time or both, would constitute a Servicer Transfer Event; (iv) of the occurrence of a Termination Event; (v) of any (A) litigation, investigation or proceeding known to the Servicer which may exist at any time between the Servicer and any Governmental Authority, which in either case, if not cured or if adversely determined, as the case may be, would be reasonably likely to have a material adverse effect on the business, operations, properties, assets or financial condition of the Servicer taken as a whole or (B) litigation or proceeding affecting the Servicer (x) in which the amount involved is $10,000,000 or more and not covered by insurance or (y) in which injunctive or similar relief is sought, which in either case, may be reasonably likely to have a material adverse effect on the business, operations, properties, assets or financial condition of the Servicer; and (vi) of a material adverse change in the business, operations, properties, assets or financial condition of the Servicer. (g) The Servicer shall maintain administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof) and keep and maintain all documents, books, records and other information reasonably necessary or customary for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). (h) The Servicer shall not make any change in the character of its business or in the Credit and Collection Policy, which change would in the best judgment of the Servicer, in either case, materially impair the collectibility of the Receivables. (i) No more than once annually and at any time after the occurrence and continuance of a Termination Event (if the Agent in its reasonable and good faith judgment determines that the following actions are necessary to determine that Receivables are bona fide and that reports provided pursuant hereto are accurate and complete), the Servicer shall permit the Agent, or its agents or representatives, upon (A) prior to the occurrence and continuance of a Termination Event, five Business Days' notice and (B) after the occurrence and continuance of a Termination Event, two Business Days' notice, but in either case during regular business hours, (I) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of HSB or the Servicer relating to the Receivables and the Accounts, including, without limitation, the related Credit Card Agreements, and (II) to visit the offices and properties of HSB or the Servicer for the purpose of examining such materials described in clause (I) above, and to discuss HSB's or the Servicer's performance hereunder with any of the officers of HSB and the Servicer and with the permission of such officers (which permission shall not be unreasonably withheld), the permitted employees of HSB or the Servicer; provided that such employees are directly concerned with performance hereunder, except for such matters as are privileged under applicable law or related rules relating to communications among attorneys or accountants or other similar parties with their respective clients, including work product and other related privileges (j) The Servicer shall not, without providing 30 days' prior written notice to the Agent and without filing such amendments to any previously filed UCC financing statements as the Agent may require, (i) change the location of its principal executive office or the location of the offices where the principal records relating to the Receivables are kept, (ii) change its name, identity or corporate structure in any manner which would, could or might make any financing statement or continuation, statement filed in accordance with Section 3.2(e) or Section 3.4(f) seriously misleading within the meaning of Sec.9- 402(7) of any applicable enactment of the Uniform Commercial Code and (iii) delete or otherwise modify the marking, if any, on the electronic ledger referred to in Section 3.5(a), other than to reflect the addition and removal of Accounts and Receivables pursuant to the terms hereof.

Covenants of the Servicer. The initial Servicer hereby covenants ------------------------- and agrees with each the Lender that, so long as any Advance is outstanding and until the termination of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder thatthis Servicing Agreement: (a) it The Servicer will, to the extent necessary, maintain separate records on behalf of and for the benefit of the Lender, the Hedge Counterparty and the Insurer, will devote or ensure that act in accordance with instructions and directions, delivered in accordance with the same amount terms hereof, from the Lender and, if no Insurer Default should have occurred and be continuing, the Insurer in connection with its servicing of time and attention will be devoted tothe Contracts hereunder, and will exercise ensure that, at all times when it is dealing with or ensure that in connection with the same level of skillContracts in its capacity as Servicer, care it holds itself out as Servicer, and diligence not in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own;any other capacity. (b) it The Servicer shall, to the extent required by applicable law, disclose all material transactions associated with this transaction in appropriate regulatory filings and public announcements. The annual separate financial statements of TFC shall disclose the effects of the transactions contemplated by the Purchase Agreement as a sale and/or contribution of Contracts and other Collateral. (c) Except as otherwise provided herein or in any other Loan Document, the Servicer shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any lien adverse claim upon or with respect to, any Contract, any Collections related thereto or any other Collateral related thereto, or upon or with respect to any account to which any Collections of any Contract are sent, or assign any right to receive income in respect thereof or (ii) create or suffer to exist any lien adverse claim upon or with respect to any of the Servicer's assets. (d) If the Servicer receives any Collections, the Servicer will provide remit such Collections to the Pool Services Collection Account within one (1) Business Day of the Servicer's receipt thereof. (e) The Servicer shall not permit its Tangible Net Worth, at any time, calculated as of the close of the Servicer's then most recently concluded fiscal quarter and commencing with the quarter commencing on April 1, 2001, to be less than the sum of (i) $38,000,000 plus (ii) 50% of the net earnings (after taxes) of the Servicer for the period commencing on April 1, 2001 and ending at the end of the Servicer's then most recently concluded fiscal quarter (treated for this purpose as a single accounting period). For purposes of this clause, if net earnings of the Servicer for any period shall be less than zero, the amount calculated pursuant to clause (ii) in the immediate preceding sentence for such period shall be zero. (f) The Servicer covenants as to the Contracts, that: (i) the Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein; (ii) the Servicer shall do nothing to impair the rights of the Collateral Agent, the Insurer, the Hedge Counterparty or the Lender in the Contracts, the Dealer Agreements, the Dealer Assignments, the Insurance Policies or the other Collateral; (iii) the Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.02; (iv) the Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of, any Lien or restriction on transferability of the Contracts except for the Lien in favor of the Collateral Agent for the benefit of the Lender, the Hedge Counterparty and the Insurer, the Lien imposed by the Loan Agreement in favor of the Collateral Agent for the benefit of the Lender, the Hedge Counterparty and the Insurer, and the restrictions on transferability imposed by this Agreement, the Loan Agreement and the other Loan Documents or (B) sign or file under the UCC of any jurisdiction any financing statement which names TFC, the Borrower or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Mortgage LoansContracts, except in each case any such instrument solely securing the rights and preserving the Lien of the Collateral Agent, for the benefit of the Lender, the Mortgages Hedge Counterparty and the Insurer; and (v) the Servicer (including any successor to the Servicer) shall manage, service, administer and make collections on the Contracts, and perform the other collateral security obligations of the Servicer under this Agreement, the Loan Agreement and the other Loan Documents in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply accordance with the provisions Required Standard of Care. In addition, the Servicer will cooperate with any successor to the Servicer upon any assumption by such successor to the Servicer (including, without limitation, the Successor Servicer) of the Trust Deed servicing of Contracts under this Agreement, in order to enable such successor to the Servicer to carry out the duties and with any proper directionsobligations of the Servicer hereunder, orders under the Loan Agreement and instructions which under the CBC or other Loan Documents, and will take all such other actions as may be requested by such successor to the Security Trustee may Servicer from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which as may be necessary in connection with the performance or reasonably desirable to effect such transfer of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) servicing duties and offeror (aanbieder) of credits; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBCobligations.

Covenants of the Servicer. 7.1 The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder thatPurchaser that it will: (a) it will devote or ensure that give the same amount of time and attention will be devoted to, of a proper merchant and will exercise or ensure that the same level due care of skill, care and diligence a proper merchant in the performance of, of the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its ownwith respect to the Purchased Receivables; (b) it will provide ensure that the Pool Services procedures that are applied by the Servicer in connection with respect to the Mortgage Loans, recovery of Collections and the Mortgages and other collateral security management of the Purchased Receivables are the same as those applied by the Servicer in such manner as would a reasonable prudent lender of Dutch residential mortgagesconnection with receivables beneficially owned by the Seller; (c) it will comply with consider the provisions interests of the Trust Deed Purchaser the L/C Bank and the Agent in its relations with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (Debtors and in the event its exercise of any conflict those discretion arising from its performance of the Security Trustee shall prevail) and the Trust DeedServices; (d) it will use its reasonable endeavours to obtain and keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary or desirable in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to act as an intermediary (bemiddelaar) and offeror (aanbieder) of credits; (e) it will not knowingly fail to at its expense and in a timely manner fully perform and comply with any legal requirements in all provisions, covenants and other promises required to be observed by it under the performance of Contracts and Related Security documents related to the Pool ServicesPurchased Receivables; (f) it will make comply with all payments required legal requirements in relation to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaimall Purchased Receivables; (g) forthwith upon becoming aware not terminate, amend or revoke this Agreement without the prior consent of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant the Guarantee Support Agreement, notify Purchaser the CBC in writing of such eventL/C Bank and the Agent; (h) it will inform not, without the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy prior consent of the CBCPurchaser, change the Receivable Due Date relevant to a Purchased Receivable, if such change would impair the collectability of such Purchased Receivable; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts Encumbrance over all or on any of the other assets of the CBC, other than as created under the Pledge AgreementsCollection Accounts; (j) it shall not increase sell, assign or otherwise dispose of, or create or permit to exist any Adverse Claim upon or with respect to any goods the Outstanding Principal Amount subject of any Mortgage Purchased Receivable while interest on such Mortgage or any Purchased Receivable is or Related Contract or Related Security, or upon or with respect to any Collection Account, or assign any right to receive income in arrears without being contractually obliged respect thereof or attempt, purport or agree to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request any of the Borrower;foregoing; and (k) it will except as otherwise permitted under this Agreement or under the Receivables Purchase Agreement, not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security TrusteePurchaser (which shall not be unreasonable withheld) extend, amend or otherwise modify the terms of any Purchased Receivable or amend, modify or waive any term or condition of any Contract related thereto, Provided always that the Servicer shall have no power to enter into any new contracts on behalf of the Purchaser nor to act as any form of branch, agency or representative of the Purchaser nor to direct, administer or manage any aspect of the Purchaser's business (without prejudice to the specific activities expressly contemplated in this Agreement). Equally the Servicer shall be liable only to perform the Services herein specified; the Purchaser shall have no right to direct the Servicer. 7.2 The covenants of the Servicer shall remain in force until this Agreement is terminated, but without prejudice to any right or remedy of the Purchaser arising from breach of any such covenant prior to the date of termination of this Agreement. 7.3 The Servicer shall have systems in place in relation to the Purchased Receivables that are capable of providing the information to which the Purchaser is reasonably and properly entitled pursuant to this Agreement and shall use all reasonable endeavours to maintain such systems in working order. 7.4 The Servicer hereby agrees that the Purchaser, any firm of independent auditors retained by the Purchaser and/or any other representatives of the Purchaser shall be authorised to conduct at the expenses of the Servicer an annual site visit of the premises of the Servicer, the first such visit taking place one year following the date of this Agreement, in order to: (a) inspect and satisfy itself or themselves that the systems are in place, maintained in working order and are capable of providing the information to which it or they are reasonably and properly entitled pursuant to this Agreement or the Receivables Purchase Agreement; and (lb) it will duly observe examine and make copies of and abstracts from all Records; Provided that no Records, files or other information other than to that which the articles of association Purchaser is entitled so to examine, copy or make abstracts from shall be removed from the Servicer's premises and such Records, files or other information shall remain confidential and shall not be used or disclosed or divulged to any person (except to the extent and in the circumstances permitted by this Agreement and the Receivables Purchase Agreement and in accordance with applicable law) without the prior consent of the CBCServicer, such consent not to be unreasonably withheld. 7.5 Notwithstanding the foregoing, the Servicer at the request of the Purchaser, shall allow reasonable access during normal business hours to any representative of the Purchaser and allow such representative to perform the duties specified in Clause 7.4 (a) and (b) hereof.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the relevant Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will comply with the provisions of the ASR CBC Master Agreement and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the ASR CBC Master Agreement; (e) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, including (but not limited to, under the Wft (as amended), including ) it being licensed to act as an intermediary (bemiddelaar) and and/or offeror (aanbieder) of creditscredits under the Wft and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (ef) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (fg) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (gh) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any relevant Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (hi) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor or any Originator which could have a material impact on the Pool Services to be performed by it or the Mortgage Receivables serviced by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (ij) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (jk) it shall not increase the Outstanding Principal Amount of any the relevant Mortgage Receivable while with any interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (kl) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (lm) it will duly observe the articles of association of the CBC.

Covenants of the Servicer. The Servicer hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that: (a) it will devote or ensure that the same amount of time and attention will be devoted to, and will exercise or ensure that the same level of skill, care and diligence in the performance of, the Pool Services as it would or would ensure if it, or its sub-agent, were administrating mortgage loans which were its own; (b) it will provide the Pool Services with respect to the Mortgage Loans, the Mortgages and other collateral security in such manner as would a reasonable prudent lender of Dutch residential mortgages; (c) it will comply with the provisions of the Trust Deed and with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail) and the Trust Deed; (d) it will use its reasonable endeavours to keep in force and, to the extent not yet obtained, to obtain, all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Pool Services, including, but not limited to, under the Wft (as amended), including to it being licensed to act as an intermediary (bemiddelaar) and and/or offeror (aanbieder) of creditscredits under the Wft and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Pool Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence required pursuant to the Wft now or in the future; (e) it will not knowingly fail to comply with any legal requirements in the performance of the Pool Services; (f) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof in Euro for value on such day without set-off or counterclaim; (g) forthwith upon becoming aware of any event which may reasonably give rise to a retransfer of any Mortgage Receivable pursuant to the Guarantee Support Agreement, notify the CBC in writing of such event; (h) it will inform the Security Trustee of (i) any legal proceedings against it or the Transferor which could have a material impact on the Pool Services to be performed by it or the Mortgage Receivables serviced by it and (ii) any steps being taken by any party for the winding-up, liquidation or bankruptcy of the CBC; (i) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements; (j) it shall not increase the Outstanding Principal Amount of any Mortgage Receivable while interest on such Mortgage Receivable is in arrears without being contractually obliged to do so according to the relevant loan agreement concluded with the relevant Borrower and only upon request of the Borrower; (k) it will not terminate, or agree to termination of any of the Transaction Documents without the prior written consent of the Security Trustee; and (l) it will duly observe the articles of association of the CBC.