Common use of Undertakings Clause in Contracts

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at Beneficiary Member State undertakes, in relation to General Government Debt, until such time as all times during Financial Assistance has been fully reimbursed and all interest and additional amounts, if any, due under this Agreement (including the Term it willFacility Specific Terms) have been fully paid: (a) with the exception of those encumbrances enumerated in Sub-paragraphs (notice of defaulta)(ii)(1) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (ba)(ii)(8) (compliance with law)below: (i) maintain in effect all qualificationsnot to secure by mortgage, consents, licenses, permits, approvals, exemptions, filings pledge or any other encumbrance upon its own assets or revenues any present or future Relevant Indebtedness and registrations as may be required under any applicable law in order properly to perform guarantee or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs indemnity given in respect to a Receivablethereof, take all reasonable action to assist unless the Servicer Financial Assistance shall, at the same time, share pari passu and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act pro rata in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodiansuch security; and (ii) not do to grant to any other creditor or omit holder of its sovereign debt any priority over its obligations under this Agreement. The grant of the following encumbrances shall not constitute a breach of this Clause: (1) encumbrances upon any property incurred to do anything whichsecure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the original property covered thereby and which secures any renewal or extension of the original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Beneficiary Member State; and (3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the omission project; and (4) any other encumbrances in existence on the date of whichthe signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the date of the signing of this Agreement (including for the avoidance of doubt the crystallisation of any floating charge which had been entered into at the date of this Agreement) and provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Beneficiary Member State; and (6) any encumbrance granted or consented to under a securitisation transaction which has been consented to in advance by EFSF provided that such transaction is consistent with the policy conditions of the MoU and is accounted for in national accounts in accordance with ESA 95 principles and Eurostat guidance on securitisation operations conducted by Member States' governments; and (7) any encumbrance securing the Beneficiary Member State's obligations to any central securities depository, such as Euroclear or Clearstream, given in the normal course of the Beneficiary Member State's business; and (8) any encumbrance securing an indebtedness of less than EUR 3 million provided that the maximum aggregate of all indebtedness secured by such encumbrances shall not exceed EUR 50 million. As used in this Clause, "financing for a specific investment project" means any financing of the acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to look to the properties financed and the revenues to be generated by the operation of, or loss or damage to, such properties as the case may be, could be reasonably expected principal source of repayment for the moneys advanced; (b) to prejudicially affect utilise all Financial Assistance consistently with the Decision as in force at the relevant time and in accordance with the MoU as the same has been modified or limit its rights or supplemented as at the rights date of the Trustee or Request for Funds applicable to such Financial Assistance; (c) to obtain and maintain in full force and effect all authorisations necessary for it and HFSF to comply with its obligations under this Agreement (including the Servicer Facility Specific Terms) and each Pre-Funding Agreement; (d) to ensure that at all times all Financial Assistance made available to the Beneficiary Member State under or in respect of a Mortgage Insurance Policy the Facilities shall constitute an unsecured (save to the extent those rights relate to a Receivable of any security provided in accordance with Clause 5(2)(a)(i)), direct, unconditional, unsubordinated and general obligation of the Receivable RightsBeneficiary Member State and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future Relevant Indebtedness; (e) to comply in all respects with applicable laws which might affect its ability to perform this Agreement (notificationincluding the Facility Specific Terms) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventeach Pre- Funding Agreement; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested pay the amount allocated by the Trustee, the Manager or the Servicer, with respect to all matters relating EFSF to the Custodial Services Beneficiary Member State of any fees, costs and upon reasonable notice expenses, including in particular Issuance Costs, breakage or termination costs, and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page Cost of Carry incurred in respect of any Funding Instruments or hedging contract which EFSF may have undertaken (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base including in relation to each Relevant Trust and the Relevant Documentsamounts raised to fund the Liquidity Buffer, Financings and/or Pre-Funding Operations) regardless of whether the provision of any Financial Assistance or any utilisation under a Facility takes place; (g) not to enter into or arrange (Report Record without the prior written consent of MovementsEFSF) provide any transactions or arrangements for the Trustee and acquisition, purchase or exchange of New Greek Bonds, directly or indirectly via the Manager on Bank of Greece, any affiliate or agent or any special purpose entity whether at a price equal to, above or below par value, unless such transaction or arrangement for the last acquisition, purchase or exchange of New Greek Bonds is for the purposes of a short term investment as contemplated under the PSI LM Facility. Where any transaction or proposed transaction would require the prior written consent of EFSF pursuant to this Clause, the Beneficiary Member State must notify EFSF of the details of the proposed transaction in order to request such consent no fewer than ten (10) Business Day of each week a copy of an extract from Days prior to the Record of Movements applicable date upon which the Beneficiary Member State enters into, or proposes to that week's movements of Relevant Documents;enter into, any legally binding offer, agreement or arrangement in relation to such transaction; and (h) more generally, to indemnify and hold harmless EFSF on first demand from and against any additional interest, costs, claims, losses, damages, liabilities and expenses (comply with other obligationsincluding legal fees, costs of investigation and any value added tax or equivalent thereof) comply with all its obligations under any Transaction Document to incurred or suffered by EFSF and which it is a party;result from (i) (pay taxes) subject to receiving payment from, any information which is received from the Beneficiary Member State in connection with this Agreement or being reimbursed byany Pre-Funding Agreement, the relevant Obligor transactions contemplated herein or with the MoU being indemnified by the Trusteeincorrect, pay all Taxes that relate to the Custodial Services inaccurate or misleading; (other than ii) any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodianrepresentations, pay those Taxes itself warranties and/or undertakings in this Agreement, any Pre-Funding Agreement or ensure those Taxes are paid; any Facility Specific Terms; and/or (jiii) (not any action, claim) not claim any Security Interest over any Asset; (k) (comply , demand, proceeding, investigation, arbitration or judgment brought against EFSF in connection with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing EFSF entering into and the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach performance of this Agreement, any Pre-Funding Agreement or be liable under any indemnity, Facility Specific Terms or in relation to any action connection with the transactions contemplated therein or inaction on its part, where it has been notified by in the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.MoU.

Undertakings. 4.1 The custodian's Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings The Custodian undertakes that at all times during the Term it willas set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement: (a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (notice including seeking acceptance of defaultany Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware against any obligor of the occurrence of any Custodial Transfer EventClub Loans and/or Notes (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (compliance c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with law)Peruvian and Singapore law to make: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly an Interim Distribution that is not less than US$75 million to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Notes Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act Club Loan Agent in accordance with the terms Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Mortgage Insurance Policies Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the extent applicable to Existing Indenture and the CustodianClub Loan Agreement, respectively; and (ii) not do the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to do take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission): (a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or (b) would result in such Consenting Creditor incurring any Liability or waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly set forth in the Solicitation Plan, subject to any opt- out rights with respect to releases and exculpations provided for therein and herein. 4.3 The Initial Consenting Creditors who are Creditor Plan Proponents are hereby authorised to enter into a separate agreement with HSBC-HK in the form set out in Schedule 11 (HSBC-HK Agreement). 4.4 The Consenting Creditors hereby agree that the Schedule of Excluded Parties (as defined in the Solicitation Plan) shall include all of the parties referred to in Schedule 12 (Excluded Release Parties) hereto, and notwithstanding anything whichto the contrary contained herein (including in Schedule 8 (Term Sheet)), any release granted by a Consenting Creditor under the Restructuring Documents shall not extend to such parties, except with respect to any discharge of contractual claims under the Existing Finance Documentation for principal, interest and other amounts due thereunder as may be necessary to give effect to the Court Supervised Arrangements. Without limiting the generality of the foregoing, any other Claims such Consenting Creditor may have against such parties arising out of or relating to the Club Loans or the Notes or enforcement thereof (including, without limitation, any claims arising out of or relating to the Undertakings), shall not be released. 4.5 Notwithstanding anything to the contrary herein, HSBC-HK shall not be obligated (including, without limitation under Clause 3.1 or Schedule 3 (Consenting Creditors’ undertakings)) to vote in favour of any Chapter 11 Plan or take a position in the Chapter 11 Proceedings in respect thereof. 4.6 As soon as reasonably practicable following the Backstop Deadline, the Information Agent shall calculate the Backstop Commitments of each Backstop Party (in reliance on the amounts confirmed by the Club Loan Agent and the Notes Trustee or, in the alternative, by the Majority Backstop Parties of the applicable Senior Claims as of the Backstop Deadline) immediately following the Backstop Deadline on the following basis and notify each Backstop Party of the same: (a) the Backstop Claims of that Backstop Party as of the Backstop Deadline; divided by (b) aggregate Backstop Claims of all Backstop Parties as of the Backstop Deadline; (c) US$150,000,000. 4.7 The Plan Administrator (as defined in the Solicitation Plan), or any other party who would be authorized to act on behalf of the omission Plan Debtors or their successor entities in connection with implementation of whichthe Chapter 11 Plan, the Court Supervised Arrangement or any Restructuring, shall be acceptable to the Creditor Plan Proponents (as defined in the Solicitation Plan), and the Plan Administrator or such other party or parties shall not be considered acceptable to the Creditor Plan Proponent unless the Plan Administrator or such other party or parties, as the case may be, could be reasonably have agreed to the terms of (x) a budget or budgets for the Plan Debtors (which shall include all disbursements expected to prejudicially affect be made by the Plan Debtors, whether expressly provided for under the Restructuring Documents or limit its rights otherwise, for the periods prior to and after the Restructuring Effective Date), or (y) other arrangements governing the rights of terms and conditions under which disbursements may be made by the Trustee Plan Administrator, such other parties and/or the Plan Debtors (including any and all expenditures for counsel or the Servicer under or other advisors), in respect of a Mortgage Insurance Policy each case, which shall be satisfactory to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnityCreditor Plan Proponents, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodiantheir sole discretion.

Undertakings. 4.1 The custodian's Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each of other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings The Custodian undertakes that at all times during the Term it willas set forth in Schedule 3 (Consenting Creditors’ undertakingsUndertakings) provided that, notwithstanding any other provision in this Agreement, : (a) no Consenting Creditor shall be required to refrainwaive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (notice including seeking acceptance of defaultany Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware against any obligor of the occurrence of any Custodial Transfer EventClub Loans and/or Notes. In (as the case may be); (b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK; (compliance a) (c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with law)Peruvian and Singapore law to make: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly an Interim Distribution that is not less than US$75 million to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Notes Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act Club Loan Agent in accordance with the terms Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Mortgage Insurance Policies Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the extent applicable to Existing Indenture and the CustodianClub Loan Agreement, respectively; and (ii) not do the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture. 4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to do anything whichtake, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effectomission): (a) In performing the Custodial Services the Custodian shall have regard would be contrary to whether what it does, any applicable law or does not do, will have any Material Adverse Effect.regulation or might affect directly or indirectly its reputation; or (b) The Custodian may ask would result in such Consenting Creditor incurring any Liability other thanor waiving or releasing any legal or equitable rights, Claims, causes of action, indemnities, Defenses or remedies, except as expressly contemplated by thisset forth in the Trustee or the Manager if any action or inaction on its part is reasonably likely toSolicitation Plan, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation subject to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodianopt-out rights with respect to releases and exculpations provided for therein and herein.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at Beneficiary Member State undertakes, in relation to General Government Debt, until such time as all times during Financial Assistance has been fully reimbursed and all interest and additional amounts, if any, due under this Agreement (including the Term it willFacility Specific Terms) have been fully paid: (a) with the exception of those encumbrances enumerated in Sub-paragraphs (notice of defaulta)(ii)(1) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law)a)(ii)10 below: (i) maintain in effect all qualificationsnot to secure by mortgage, consents, licenses, permits, approvals, exemptions, filings pledge or any other encumbrance upon its own assets or revenues any present or future Relevant Indebtedness and registrations as may be required under any applicable law in order properly to perform guarantee or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs indemnity given in respect to a Receivablethereof, take all reasonable action to assist unless the Servicer Financial Assistance shall, at the same time, share pari passu and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act pro rata in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodiansuch security; and (ii) not do to grant to any other creditor or omit holder of its sovereign debt any priority over its obligations under this Agreement. The grant of the following encumbrances shall not constitute a breach of this Clause: (1) encumbrances upon any property incurred to do anything whichsecure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the original property covered thereby and which secures any renewal or extension of the original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Beneficiary Member State; and (3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the omission project; and (4) any other encumbrances in existence on the date of whichthe signing of this Agreement, provided that such encumbrances remain confined to the properties presently affected thereby and properties which become affected by such encumbrances under contracts in effect on the date of the signing of this Agreement (including for the avoidance of doubt the crystallisation of any floating charge which had been entered into at the date of this Agreement) and provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Beneficiary Member State; and (6) any encumbrance granted or consented to under a securitisation transaction which has been consented to in advance by EFSF provided that such transaction is consistent with the policy conditions of the MoU and is accounted for in national accounts in accordance with ESA 95 principles and Eurostat guidance on securitisation operations conducted by Member States' governments; and (7) any encumbrance securing the Beneficiary Member State's obligations to any central securities depository, such as Euroclear or Clearstream, given in the normal course of the Beneficiary Member State's business; and (8) any encumbrance securing an indebtedness of less than EUR 3 million provided that the maximum aggregate of all indebtedness secured by such encumbrances shall not exceed EUR 50 million; and (9) any encumbrance granted by an agency of the Beneficiary Member State (other than the Debt Agency) to secure indebtedness incurred by it in the ordinary course of its business to finance the ordinary and customary activities of such agency and provided that the proceeds of such financing are not on-lent or otherwise made available to the central government; and (10) any encumbrance (if any) granted under or resulting from any collateralised credit line or repo facility entered into by the Debt Agency for precautionary or liquidity management purposes. As used in this Clause, "financing for a specific investment project" means any financing of the acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to look to the properties financed and the revenues to be generated by the operation of, or loss or damage to, such properties as the case may be, could be reasonably expected principal source of repayment for the moneys advanced; (i) to prejudicially affect utilise all Financial Assistance consistently with the Decision as in force at the relevant time and in accordance with the MoU as the same has been modified or limit its rights or supplemented as at the rights date of the Trustee Request for Funds applicable to such Financial Assistance; (ii) to utilise the EFSF Debt Securities received under the Bank Recapitalisation Facility only for the purpose of financing the recapitalisation of financial institutions in Spain by providing financing to FROB to subscribe Bank Capital Instruments issued by the financial institutions specified in the MoU in accordance with this Agreement and the MoU and not to sell, transfer, grant security over or otherwise deal with these EFSF Debt Securities other than in accordance with this Agreement and the Servicer MoU provided that prior to funds being disbursed to FROB or contributed to FROB by the Beneficiary Member State, EFSF shall have confirmed that it is satisfied in relation to the legal instruments and documentation between the Beneficiary Member State and FROB setting out the legal basis of such contribution of funds to FROB by the Beneficiary Member State; (iii) to procure that FROB shall not use EFSF Debt Securities delivered to FROB under the Bank Recapitalisation Facility to subscribe for Bank Capital Instruments in a financial institution without the prior written approval of EFSF including confirmation by EFSF that it is satisfied in relation to the legal mechanism, instruments and documentation between FROB and the relevant financial institution setting out the terms on which FROB subscribes or pre-subscribes for Bank Capital Instruments in respect of such financial institution; (iv) to procure that FROB shall not subscribe for Bank Capital Instruments in a Mortgage Insurance Policy financial institution using EFSF Debt Securities as consideration unless FROB and the financial institution have entered into a Pre- Subscription or Subscription Agreement substantially in the form agreed between EFSF, the Beneficiary Member State and FROB; and (v) to comply with the additional undertakings set out in Schedule 1 (Bank Recapitalisation Facility: Facility Specific Terms); (c) to obtain and maintain in full force and effect all authorisations necessary for it and FROB to comply with their respective obligations under this Agreement (including the Facility Specific Terms) and each Pre-Funding Agreement; (d) to ensure that at all times all Financial Assistance made available to the Beneficiary Member State under the Facilities shall constitute an unsecured (save to the extent those rights relate to a Receivable of any security provided in accordance with Clause 5(2)(a)(i)), direct, unconditional, unsubordinated and general obligation of the Receivable RightsBeneficiary Member State and will rank pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future Relevant Indebtedness; (e) to comply in all respects with applicable laws which might affect its ability to perform this Agreement (notificationincluding the Facility Specific Terms) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventeach Pre- Funding Agreement; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested pay the amount allocated by the Trustee, the Manager or the Servicer, with respect to all matters relating EFSF to the Custodial Services Beneficiary Member State of any fees, costs and upon reasonable notice expenses, including in particular Issuance Costs, breakage or termination costs, and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page Cost of Carry incurred in respect of any Funding Instruments or hedging contract which EFSF may have undertaken (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base including in relation to each Relevant Trust and the Relevant Documentsamounts raised to fund the Liquidity Buffer, Financings and/or Pre-Funding Operations) regardless of whether the provision of any Financial Assistance or any utilisation under a Facility takes place; (g) more generally, to indemnify and hold harmless EFSF on first demand from and against any additional interest, costs, claims, losses, damages, liabilities and expenses (Report Record including legal fees, costs of Movementsinvestigation and any value added tax or equivalent thereof) provide the Trustee incurred or suffered by EFSF and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party;result from (i) (pay taxes) subject to receiving payment from, any information which is received from the Beneficiary Member State in connection with this Agreement or being reimbursed byany Pre-Funding Agreement, the relevant Obligor transactions contemplated herein or with the MoU being indemnified by the Trusteeincorrect, pay all Taxes that relate to the Custodial Services inaccurate or misleading; (other than ii) any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodianrepresentations, pay those Taxes itself warranties and/or undertakings in this Agreement, any Pre-Funding Agreement or ensure those Taxes are paid; any Facility Specific Terms; and/or (jiii) (not any action, claim) not claim any Security Interest over any Asset; (k) (comply , demand, proceeding, investigation, arbitration or judgment brought against EFSF in connection with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing EFSF entering into and the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach performance of this Agreement, any Pre-Funding Agreement or be liable under any indemnity, Facility Specific Terms or in relation to any action connection with the transactions contemplated therein or inaction on its part, where it has been notified by in the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.MoU.

Undertakings. 4.1 3.1 The custodian's undertakings The Custodian Guarantor undertakes that at all times during it will not issue any Tier 1 Securities ranking senior to its obligations under this Subordinated Guarantee or enter into any support agreement or give any guarantee in respect of any Tier 1 Securities issued by any Subsidiary or other entity if such support agreement or guarantee would rank senior to this Subordinated Guarantee unless this Subordinated Guarantee is changed to give the Term it willHolders such rights and entitlements as are contained in or attached to such securities or such other support agreement or guarantee so that this Subordinated Guarantee ranks pari passu with, and contains substantially equivalent rights of priority as to payment on, any Tier 1 Securities or such other support agreement or guarantee. 3.2 The Guarantor undertakes that, in the event that any Distribution is not paid to Holders in accordance with the rights attaching to the Preferred Securities in accordance with the Partnership Agreement, the Guarantor will not: (a) declare or pay any distribution or dividend and, where applicable, will procure that no distribution or dividend is declared or paid on any Junior Share Capital, until the then applicable Dividend Stopper Period has expired; or (notice of defaultb) give notice in writing to (if permitted) repurchase or redeem Parity Securities or Junior Share Capital until the Trustee and each Designated Rating Agency of it becoming aware then applicable Dividend Stopper Period has expired. 3.3 The Guarantor undertakes that, so long as any of the occurrence Preferred Securities is outstanding: (a) unless the Guarantor is itself being wound up, it will not permit, or take any action that would or might cause, the liquidation, dissolution or winding-up of any Custodial Transfer Eventthe Issuer (or the General Partner if the Guarantor itself is not the general partner) otherwise than with the prior approval of the Regulator (if then required); and (b) the General Partner will at all times be either the Guarantor itself or a directly or indirectly wholly- owned Subsidiary of the Guarantor, unless, in the case of (a) or (b), otherwise approved by a simple majority of the Holders by vote or in writing. 3.4 If a Capital Deficiency Event occurs and is continuing, pursuant to which the General Partner has exercised its discretion to cause a Preferred Securities Substitution or the Regulator has required a Preferred Securities Substitution to take place, the Guarantor undertakes that it will take all reasonable steps to: (a) allot, issue and deliver Substituted Preference Shares in satisfaction of the rights of the Holders in the circumstances and in the manner described in the Limited Partnership Agreement and herein; (b) (compliance with law) (i) maintain in effect all qualificationsapply for the Substituted Preference Shares , consentsor, licensesas applicable, permitsthe securities issued by a finance company and backed by Substituted Preference Shares, approvals, exemptions, filings and registrations as may to be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have listed on a Material Adverse Effectstock exchange; and (iiic) comply with pay any taxes or capital duties or stamp duties payable in Ireland arising on the Consumer Credit Legislation in connection with the provision allotment and issue of the Custodial Services so such Substituted Preference Shares. The Guarantor undertakes that as soon as practicable after a Capital Deficiency Event, it will give, or will procure that the Trustee does General Partner gives, written notice to the Holders enclosing a Preferred Securities Substitution Confirmation which each Holder will be required to complete. The form of such Preferred Securities Substitution Confirmation shall also be made available at the offices of each Paying and Transfer Agent. The Guarantor undertakes that following such Preferred Securities Substitution, the Substituted Preference Shares allotted will rank for any dividend from the immediately preceding Distribution Payment Date but the Holders will not personally otherwise have any entitlement to any accrued Distributions or in its capacity as trustee of any other payment on the Trust become liable to pay any Civil Penalty PaymentsPreferred Securities. 3.5 The Guarantor will procure that it will maintain at all times whilst the Preferred Securities are outstanding (a) whilst the Preferred Securities are listed on Eurolist by Euronext Amsterdam and the rules of such Stock Exchange so require, a Paying and Transfer Agent in The Netherlands, (b) a Registrar having its specified office outside the United Kingdom and (c) a Paying and Transfer Agent having a specified office in a European Union Member State (Material Defaultif available) if that will not be obliged to withhold or deduct tax pursuant to any law implementing or complying with, or introduced in order to conform to Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments or any other Directive of the European Community on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th -27th November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. 3.6 The Guarantor undertakes that in the event that on a Material Default occurs Distribution Payment Date the Relevant Proportion of a Distribution is paid it will only declare and pay (or make a payment under a guarantee in respect to a Receivable, take all reasonable action to assist of) an amount not exceeding the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms Relevant Proportion of any Mortgage Insurance Policies to distribution or dividend (and, where applicable, will procure than an amount not exceeding the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer Relevant Proportion of any event which it reasonably believes distribution or dividend is likely to have a Material Adverse Effect promptly after becoming aware of such event; (fdeclared and paid) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by any Parity Security for the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursDividend Stopper Period. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 8.1 The custodian's undertakings The Custodian Borrower undertakes that to the Lender to comply with the following provisions of this Clause 8 at all times during the Term Security Period, except as the Lender may otherwise permit: 8.1.1 the Borrower will (and will procure that each Group Company will) obtain, effect and keep effective all Authorisations which may from time to time be required (i) in connection with the Charged Assets under any law of a Relevant Jurisdiction (i) to enable it to perform its obligations under the Finance Documents including but not limited to ensure that the Finance Documents remain valid and enforceable and to continue to own the Charged Assets) and (ii) to conduct its business where failure to do so has or is reasonably likely to have a material adverse effect on the business, condition of operations of the Borrower; 8.1.2 subject to Legal Reservation, Perfection Requirements and Permitted Security, the Borrower will (and to the extent any Group Company has charged its assets pursuant to a Security Document, the Borrower shall procure that this Group Company shall) own the Charged Assets free from all Security Interests and other interests and rights of every kind, except for those created by the Security Documents; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. 8.1.3 except for a sale, assignment, transfer or disposal which constitutes a Permitted Disposal or a Permitted Transaction, the Borrower will not (and shall procure that each Group Company will not) sell, assign, transfer or otherwise dispose of the Charged Assets, any of its material assets or any share therein and shall give immediate notice to the Lender of any judicial process or encumbrance affecting the Charged Assets; 8.1.4 the Borrower shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect, and, if requested by the Lender, supply copies to the Lender of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document; 8.1.5 the Borrower shall not (and shall ensure that no Group Company will) incur or allow to remain outstanding any Financial Indebtedness other than any Permitted Financial Indebtedness; 8.1.6 the Borrower shall not (and shall ensure that no other Group Company will) create or permit to subsist any Security Interest over any of its assets; 8.1.7 the Borrower shall not (and shall ensure that no other Group Company will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are leased to or intended to be re-acquired by any Group Company; or (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 8.1.8 Clauses 8.1.6 and 8.1.7 do not apply to: (i) any Permitted Disposal; (ii) any Permitted Transaction; (iii) any Permitted Financial Indebtedness; and (iv) any Permitted Security; 8.1.9 the Borrower shall procure that within twelve weeks after the first Drawdown Date: [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. (i) it shall convene a shareholders’ meeting in order to grant the Warrants to Kreos Capital IV Limited; (ii) the resolutions of the shareholders of the Borrower shall be filed with the clerk of the relevant commercial court in accordance with article 556 of the Belgian Companies Code; 8.1.10 the Borrower shall pay or discharge all fees associated with registering of any Security Interest granted in connection with the Loans; 8.1.11 the Borrower shall at the request of the Lender from time to time execute and deliver such further documents creating Security Interests in favour of the Lender over such assets and in such form as the Lender may reasonably require in its discretion from time to time to: (i) secure all monies, obligations and liabilities of the Borrower and/or any Group Company to the Lender; (ii) facilitate the realisation of the Charged Assets; or (iii) exercise the powers conferred on the Lender or a receiver appointed under any Security Document, from time to time, provided that the Lender shall not be able to require any Group Company to create security over Excluded Assets; 8.1.12 [A] Except as provided under (B), (C) and (D) below, no member of the Group shall: (i) guarantee or otherwise be liable for debt or other obligations of a Ring Fenced Company; or (ii) transfer any assets (including cash) to the Ring Fenced Company or enter into any contract with the Ring Fenced Company. [B] A member of the Group may however transfer assets to the Ring Fenced Company or enter into a contract with the Ring Fenced Company: (a) (notice of default) give notice in writing to incorporate the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventRing Fenced Company; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with allow the Ring Fenced Company to run its obligations under this Agreementday-to-day business operations; (iic) comply with all Laws in connection with the provision of management services by the Custodial Services where failure Group Company to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable RightsRing Fenced Company; (d) (Insurance Policies) (i) act in accordance to support the Ring Fenced Company to develop, manufacture, commercialise or market its Intellectual Property; provided that the aggregate value of all services [***] Certain information has been omitted and filed separately with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being Commission. Confidential treatment has been requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to omitted portions. or assets provided by the Group to all matters relating Ring-fenced Companies and which are not reimbursed to the Custodial Services Group shall not exceed EUR [***] per annum and upon reasonable notice and at reasonable times permit provided that the Trustee, Group does not incorporate more than two Ring Fenced Company during the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or life of the Servicer to enter Loan Agreement. [C] A member of the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate Group may transfer assets to the Custodial Services (other than Ring Fenced Company or enter into a contract with the Ring Fenced Company provided such transfer or contract constitutes a Permitted Disposal, Permitted Financial Indebtedness, Permitted Transaction or Permitted Security. [D] A Ring Fenced Company may transfer some or all of its assets to a Group Company for nil consideration and without assuming any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursliabilities. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian So long as any amount remains unpaid in respect of principal, interest or otherwise hereunder or any Bank is under any obligation to make or maintain its participation in the Facilities or any part thereof (unless the Agent acting on the instructions of the Majority Banks otherwise agrees), each Borrower undertakes that at all times during in relation to itself and the Term it willParent undertakes in relation to (as relevant) each Group Company, Guarantor, and Material Subsidiary (as referred to in sub-clauses (a) to (o) (inclusive) below that: (a) NEGATIVE PLEDGE: save for Permitted Encumbrances, no Group Company will grant or permit to subsist any Encumbrance over all or any of its property, undertaking, assets, or revenues (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Eventwhether present or future); (b) DISPOSALS: it will not, and will procure that no Group Company will, sell, transfer, lend, dispose of or otherwise cease to exercise direct control over (compliance with law)such transactions being hereunder referred to as "disposals") its present or future undertaking, assets or revenues, whether by one or a series of transactions related or not, except for: (i) maintain disposals of assets in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreementthe ordinary course of the relevant company's trading on an arm's length basis; (ii) comply with all Laws the payment of cash in connection with the provision ordinary course of the Custodial Services where failure to do so would have a Material Adverse Effect; andrelevant company's business on an arm's length basis; (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally payments made by it under this agreement or in its capacity as trustee of the Trust become liable to pay under any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsother Borrowings permitted under this agreement; (div) (Insurance Policies)disposals with the prior written consent of the Majority Banks; (iv) act in accordance with disposals of assets whether by one or a series of transactions related or not the terms of any Mortgage Insurance Policies to book value or consideration payable (whichever is the extent applicable to the Custodian; and (iigreater) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rightswhich does not exceed (Pounds)10,000,000 (or its equivalent in other currencies) in respect of any one disposal or which when aggregated with all other such disposals in any one calendar year does not exceed (Pounds)20,000,000 (or its equivalent in other currencies); (evi) (notification) notify payments made by it in respect of the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventAcquisition; (fvii) (provide information and access on request) as soon as reasonably practicable after being requested so disposals from any Group Company to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documentsany Obligor; (gviii) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract disposals from the Record of Movements applicable any non-Obligor to that week's movements of Relevant Documentsany non-Obligor; (hix) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a partydisposals of surplus assets at market value and on an arm's length basis; (ix) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (disposals of assets in exchange for other than any Tax on, or measured by reference to, the income assets of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paidcomparable value; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes While any Additional Tier 1 Security remains outstanding, the Company shall (if and to the extent permitted by the Applicable Regulations from time to time and only to the extent that at all times during such undertaking would not cause a Regulatory Event to occur), save with the Term it willapproval of an extraordinary Shareholder resolution: (a) (notice of default) give notice in writing not make any issue, grant or distribution or take or omit to take any other action if the Trustee and each Designated Rating Agency of it becoming aware effect thereof would be that, upon Automatic Conversion of the occurrence of Additional Tier 1 Securities, Ordinary Shares could not, under any Custodial Transfer Eventapplicable law then in effect, be legally issued as fully paid; (b) in the event of a Newco Scheme, take (compliance with law) (ior shall procure that there is taken) maintain in effect all qualificationsnecessary action to ensure that the Newco Scheme is an Exempt Newco Scheme and that immediately after completion of the Scheme of Arrangement, consents, licenses, permits, approvals, exemptions, filings and registrations any amendments to the Indenture as may be required under any applicable law necessary to ensure that the Additional Tier 1 Securities may be converted into or exchanged for ordinary shares or units or the equivalent in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws Newco in connection accordance with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments.Indenture; (c) (Material Default) if a Material Default occurs in respect to a Receivable, take use all reasonable action endeavors to assist ensure that the Servicer Settlement Shares issued upon Automatic Conversion of the Additional Tier 1 Securities following a Trigger Event shall be admitted to listing and trading on the Trustee to enforce the relevant Receivable and the Receivable RightsRelevant Stock Exchange; (d) (Insurance Policies) (ifollowing the Automatic Conversion of the Additional Tier 1 Securities, take all reasonable actions as may be necessary to ‎(a) act in accordance register any additional ADSs, ‎(b) deposit a sufficient number of ADSs with the terms of any Mortgage Insurance Policies ADS Depository, and (c) ensure that such ADSs shall continue to be listed on the extent applicable New York Stock Exchange or, if the ADSs cease to be listed on such exchange, to be admitted to trading on a national securities exchange in the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsUnited States; (e) (notification) notify notwithstanding any Settlement Shares Offer, at all times keep available for issue, free from pre-emptive or other preferential rights, sufficient Ordinary Shares to enable Automatic Conversion of the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely Additional Tier 1 Securities to have a Material Adverse Effect promptly after becoming aware of such eventbe satisfied in full; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by in circumstances where the Trusteeprovisions of this First Supplemental Indenture or the Additional Tier 1 Securities contemplate the appointment of a Settlement Share Depository, the Manager or the Servicer, with respect Company shall use all reasonable endeavors to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents;promptly appoint such Settlement Share Depository; and (g) (Report Record where the provisions of Movements) the Indenture require or provide the Trustee and the Manager on the last Business Day of each week for a copy of determination by an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed byIndependent Financial Adviser, the relevant Obligor or being indemnified by the Trustee, pay Company shall use all Taxes that relate reasonable endeavors promptly to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where appoint an Independent Financial Adviser for such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hourspurpose. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 12.1 The custodian's undertakings The Custodian Company irrevocably undertakes that at all times during with the Term Lender that, from the date of this Agreement and for so long as any amount is outstanding under any Loan, it willshall: (a) obtain, maintain and comply in all material respects with the terms of all material authorisations, approvals, licences, exemptions, notarisations and consents required to enable it lawfully to enter into and perform its obligations under this Agreement and the Warrant Deed (notice including, without limitation, to issue Common Shares in full satisfaction of defaultthe exercise of all Warrants) give notice or to ensure the legality, validity, enforceability or admissibility in writing to evidence of this Agreement in England and Wales; (b) promptly inform the Trustee and each Designated Rating Agency of it becoming aware Lender of the occurrence of any Custodial Transfer EventEvent of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in that confirmation, no such Event of Default has occurred; (bc) use all reasonable efforts to maintain the Admission of the Common Shares to trading on CSE; (compliance d) comply with, and file in a timely manner all material reports and other documents required of it under all Applicable Laws, including the CSE Trading Rules, and will not take any action or file any document to terminate or suspend the admission of its Common Shares to trading on CSE; (e) take all steps reasonably necessary to preserve and continue the material licences, permits and other authorities required by the Company’s Group to carry on its business (as such business and as such material licences, permits and other authorities may be constituted from time to time); (f) immediately notify the Lender upon its becoming aware of the issuance by the CSE of any notice relating to a potential or actual suspension or de-listing of the Common Shares from trading on CSE; (g) only use the proceeds of any Loan for activities in the ordinary course of its business; and (h) not enter into Restricted Activity or financing arrangements, either for equity or debt, (other than with law)the Lender) without offering the Lender the right of first refusal to enter into such other financing arrangements on materially the same bona fide terms as offered by a third party. For the avoidance of doubt such financing arrangements shall include royalty financing and offtake financing. (i) maintain in effect all qualificationsNot issue any of the 10,000,000 preferred shares that form part of the Company’s authorised share capital but have not yet been issued; (j) procure that the Company nor any member of the Company’s Group shall, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under without the prior written approval of Lender: (i) issue any applicable law in order properly loan capital or enter into any commitment with any person with respect to perform or comply with its obligations under this Agreementthe issue of any loan capital; (ii) comply with all Laws make any borrowing from its bankers other than in connection with the provision ordinary and usual course of the Custodial Services where failure to do so would have a Material Adverse Effect; andbusiness; (iii) comply with create or grant any Encumbrance over the Consumer Credit Legislation in connection with the provision whole or any part of the Custodial Services so that the Trustee does not personally business, undertaking or in its capacity as trustee assets of the Trust become liable Company or over any shares in the Company or any member of the Company’s Group, or agree to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsdo so; (div) make any loan (Insurance Policies)otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits or in the ordinary course of business) or grant any credit (other than in the normal course of trading) or giving any guarantee (other than in the normal course of trading) or indemnity; or (iv) act issue or grant any options or warrants under which the holder may subscribe for Common Shares (other than in accordance with an employee incentive share scheme) which have an exercise price which is less than half the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights amount of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any AssetConversion Price; (k) (comply supply the Lender with Supplementary Terms Notice) comply the financial and other information necessary to keep the Lender informed about how effectively the Company is performing and in particular shall supply the Lender with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default quarterly management accounts of the Custodian.Company within 28 days after the end of the month to which they relate, which shall include a profit and loss account, a balance sheet and a cashflow statement and such other information as the Lender may reasonably require;

Undertakings. 4.1 The custodian's undertakings The Custodian (1) Subject as provided in clause 7 (in the case of paragraphs (a) to (c) below) and clause 8 (in the case of paragraphs (d) to (f) below), the Escrow Trustee hereby undertakes that at all times during in favour of the Term it willSupervisors, each Admitted Scheme Creditor (including, for the avoidance of doubt, the Eurobond Trustee and BoNY upon their Scheme Claims being Admitted) and each Designated Recipient as follows: (a) against receipt of the First Initial Distribution Notice under the Corp Scheme, to direct (notice and it hereby does direct) the Distribution Agent to transfer on behalf of default) give notice the Admitted Known Creditors named in writing the First Initial Distribution Notice from the Admitted Known Corp Scheme Creditors Escrow Fund such amounts and securities as are equal to the Trustee and each Designated Rating Agency of it becoming aware Distribution Entitlement in respect of the occurrence Admitted Known Claims the subject of any Custodial Transfer Eventthe First Initial Distribution Notice to the Admitted Scheme Creditors named in the First Initial Distribution Notice; (b) against receipt of any Distribution Notice (compliance with law) other than the First Initial Distribution Notice) under the Corp Scheme, to direct (iand it hereby does direct) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly the Distribution Agent to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision transfer on behalf of the Custodial Services where failure Scheme Creditors from the relevant Corp Escrow Accounts such amounts and securities as are specified in the Distribution Notice to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation Admitted Scheme Creditors named in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments.Distribution Notice; (c) against receipt of a Transfer Notice relating to any Corp Scheme Consideration, to direct (Material Defaultand it hereby does direct) if a Material Default occurs in respect the Distribution Agent to a Receivable, take all reasonable the action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsrequired by that Transfer Notice; (d) against receipt of the First Initial Distribution Notice under the plc Scheme, to direct (Insurance Policies)and it hereby does direct) the Distribution Agent to transfer on behalf of the Admitted Known Creditors named in the First Initial Distribution Notice from the Admitted Known plc Scheme Creditors Escrow Fund such amounts and securities as are equal to the Distribution Entitlement in respect of the Admitted Known Claims the subject of the First Initial Distribution Notice to the Admitted Scheme Creditors named in the First Initial Distribution Notice; (ie) act against receipt of any Distribution Notice (other than the First Initial Distribution Notice) under the plc Scheme, to direct (and it hereby does direct) the Distribution Agent to transfer on behalf of the Scheme Creditors from the relevant plc Escrow Accounts such amounts and securities as are specified in the Distribution Notice to the Admitted Scheme Creditors named in the Distribution Notice; and (f) against receipt of a Transfer Notice relating to any plc Scheme Consideration, to direct (and it hereby does direct) the Distribution Agent to take the action required by that Transfer Notice. Each of the Escrow Trustee and the Distribution Agent agrees that it shall have no discretion in the making or withholding of any Distribution or credit or transfer required by a Transfer Notice, or portion thereof, and undertakes at all times to comply with the terms of Distribution Notices and Transfer Notices and any other directions given to it by the Supervisors and, in the case of the Distribution Agent, the Escrow Trustee. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (1) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) to (f) of this sub-clause (1) have the meanings given to them in the plc Scheme. (2) Each of the Escrow Trustee and the Distribution Agent undertakes that it will take any and all action required by the Supervisors of the relevant Scheme in order to give effect to the provisions of that Scheme. (3) Subject as provided in sub-clause (2) above, each of the Escrow Trustee and the Distribution Agent undertakes that, save with the prior written consent of the Supervisors of the relevant Scheme, it will not take any action affecting the trust property or any part of it except where necessary to give effect to either Scheme or as required by clause 7 and 8 of this Agreement. (4) Any Distribution or transfer made in accordance with sub-clause (1) above shall only be made following receipt by the Escrow Trustee and the Distribution Agent of a duly signed Distribution Notice or Transfer Notice from the Supervisors and then only in accordance with the terms of any Mortgage Insurance Policies that Distribution Notice or Transfer Notice. Each Distribution Notice and Transfer Notice shall constitute deemed directions from the Escrow Trustee to the extent applicable Distribution Agent to make the Custodian; andrelevant Distribution or transfer. (ii5) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights The Escrow Trustee hereby undertakes in favour of the Trustee or Supervisors and the Servicer under or other parties to this Agreement that it will act honestly and in respect good faith and will exercise the diligence expected of a Mortgage Insurance Policy to reasonably prudent trustee and custodian in the extent those rights relate to a Receivable fulfilment and/or exercise of its duties and obligations under this Agreement. (6) The Distribution Agent hereby undertakes in favour of the Supervisors and the Receivable Rights;other parties to this Agreement that it will act honestly and in good faith and will exercise the diligence expected of a reasonably prudent custodian and agent in comparable circumstances in the fulfilment and/or exercise of its duties and obligations under this Agreement. (e7) (notification) notify Bondholder Communications hereby undertakes in favour of the Supervisors, the Eurobond Trustee, the Manager BoNY and the Servicer other parties to this Agreement that it will act honestly and in good faith and will exercise the diligence of any event which it a reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware prudent expert in comparable circumstances in the fulfilment and/or exercise of such event;its duties and obligations under this Agreement. (f) (provide information 8) Conditional upon the proposed reduction in its share capital and access on request) repayment of capital in specie being effected as soon as reasonably practicable after being requested so to do, provide information reasonably requested contemplated by the Scheme Implementation Deed, Ancrane hereby undertakes in favour of each of the other parties to this Agreement that it shall execute the Ancrane Direction Letter on or before 17th April, 2003. Subject to Ancrane executing the Ancrane Direction Letter, in accordance with the proposed direction set out in paragraph 4(b) of that letter, each of the Eurobond Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the TrusteeBoNY, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Escrow Trustee and the Manager on Supervisors hereby direct the last Business Day of each week a copy of an extract from the Record of Movements applicable Distribution Agent to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with pay all its obligations under any Transaction Document Corp and plc Scheme Consideration to which it is Ancrane would otherwise have been entitled through its Scheme Claim and as a party; (i) (pay taxes) subject Bondholder to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursplc. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times Unless otherwise permitted by the Principal Finance Documents, during the Term it willterm of this Agreement, the Transferor undertakes to the Collateral Agent: (a) (notice of default) give notice 13.1 to inform the Collateral Agent in writing promptly of any attachments (Pfändung) of which it becomes aware in respect of any and all of the Specified Collateral and/or the Licence Receivables. In the event of an attachment, the Transferor undertakes to forward to the Trustee Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and each Designated Rating Agency all other documents necessary for a defence against the attachment. The Transferor shall inform the attaching creditor without undue delay about the Collateral Agent’s security interests; 13.2 not to dispute the validity of it becoming aware the Specified Collateral or of new applications for registration with regard to the Specified Collateral; 13.3 if failure to do the following would have a material adverse effect, to make all statements and take all actions at its own expense which are reasonably required in order to maintain the registration of the Specified Collateral in the ordinary course of business, including the payment of renewal fees, and have the Specified Collateral registered if not registered so far and necessary to maintain the legal title therein and to deliver to the Collateral Agent at its reasonable request copies of the respective documents evidencing such actions; 13.4 to inform the Collateral Agent without undue delay if third parties materially dispute or challenge the validity of any of the Specified Collateral or materially allege that any of the Specified Collateral violates the rights of third parties, and assert all claims and to litigate if this is required for the defence against such claims. Following the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualificationsan Enforcement Event and whilst it is continuing, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so Transferor agrees that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, Collateral Agent may take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held judicial or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base extra judicial proceedings upon reasonable request and during normal business hours.at the Transferor’s expense; and 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard 13.5 subject to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach Clause 9 of this Agreement, to refrain from any acts or omissions, the purpose or effect of which is or would be liable under the material dilution of the value of the Licence Receivables or the Licence Receivables ceasing to be assignable or subjecting any indemnity, in relation Licence Receivable to any action or inaction on its partlaw other than German law other than in the Transferor’s ordinary course of business; 13.6 to inform the Collateral Agent without undue delay, where it has been notified by if third parties infringe any of the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not Specified Collateral in a way which would have a Material Adverse Effectmaterial adverse effect on the Collateral Agent’s and/or the Secured Parties’ rights relating to the Specified Collateral. The Transferor shall, unless acting commercially reasonably and considering the notification was caused by the fraud, negligence or wilful default legitimate interest of the CustodianCollateral Agent and the Secured Parties, prosecute such infringement in its own name and at its own expense. All compensation claims becoming due after the date hereof become part of the Specified Collateral. Following the occurrence of an Enforcement Event and whilst it is continuing the Collateral Agent and/or the Secured Parties may take over any judicial or extra judicial proceedings upon request and at the Transferor’s expense.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during 2.1 No Obligor shall engage in any negotiations or transactions to be entered into for the Term it will: (a) (notice purpose of default) give notice financing of any working capital needs with any institution without first notifying the Agent sufficiently in writing to the Trustee and each Designated Rating Agency of it becoming aware advance of the occurrence planned transaction and ensuring that the Agent has the right to match the best offer received by any Obligor from other institutions in respect of any Custodial Transfer Event;at least 60% of working capital needs of the Borrower’s Group. (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws 2.2 Other than in connection with the provision transactions contemplated herein or as provided in paragraph 2.1 above, no Obligor shall engage in any negotiations or transactions to be entered into for the purpose of refinancing the Financial Indebtedness in respect of the Custodial Services Finance Documents, Bank Handlowy Facility Documents and BZWBK Facility Documents, or incurring any Financial Indebtedness to finance any other purposes, in each case where failure such refinancing of Financial Indebtedness is intended to do so would have a Material Adverse Effect; and (iii) comply with be obtained from commercial banks, without first notifying the Consumer Credit Legislation Agent sufficiently in connection with the provision advance of the Custodial Services so planned transaction and ensuring that the Trustee does not personally or in its capacity as trustee of Agent has the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) right to: (i) act file the first offer in accordance with the terms respect of any Mortgage Insurance Policies to the extent applicable to the Custodian; and such financing or refinancing and (ii) not do or omit to do anything which, or match the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or best offer in respect of a Mortgage Insurance Policy such financing or refinancing received from other institutions. 2.3 The parties shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to release and replace the extent those rights relate Existing Security (and if necessary the Guarantors’ grant of their obligations), consistent with the New Indenture and this letter. 2.4 The parties shall use their best efforts to a Receivable execute the amended and restated agreement reflecting the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer provisions of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) this letter agreement as soon as reasonably practicable possible after being requested so to dothe final execution of the New Indenture, provide information reasonably requested and in any case by 31 January 2010. The validity of the Trustee, foregoing waivers and agreements in respect of the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Facility Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee Intercreditor Agreement shall not be affected whether or not such an amendment and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to restatement is entered into, provided that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing in the Custodial Services event that the Custodian New Bonds are not issued prior to or on 31 January 2010 the foregoing waivers and agreements shall have regard cease to whether what it does, or does not do, will have any Material Adverse Effect. be valid; and (b) The Custodian may ask in the Trustee or event that Borrower notifies the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by Agent prior to 31 January 2010 that the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall New Bonds will not be liable for a breach of this Agreement, or issued then the foregoing waivers and agreements shall cease to be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by valid from the Trustee or the Manager date that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless Borrower notifies the notification was caused by the fraud, negligence or wilful default of the CustodianAgent.

Undertakings. 4.1 The custodian's undertakings in this Clause 17 remain in force from the date of this Agreement for as long as any Commitment is in force or any amount is outstanding under this Agreement. The Custodian undertakes that at all times during Borrower shall, save with the Term it will:prior approval of the Majority Lenders, (a) (notice of default) give notice not in writing any way modify the rights attaching to the Trustee and each Designated Rating Agency Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class or type of it becoming aware equity share capital carrying any rights which are more favourable than such rights attaching to the Ordinary Shares, but so that nothing in this paragraph (a) shall prevent: (i) any consolidation, reclassification or subdivision of the occurrence Ordinary Shares; (ii) any modification of such rights which is not, in the determination in its absolute discretion of an independent financial adviser (pre-approved by the Majority Lenders, such approval not unreasonably to be withheld), prejudicial to the interests of the Lenders; (iii) any Custodial Transfer Eventalteration to the articles of association of the Borrower made in connection with the matters described in this Clause 17 to the extent permitted under this Clause 18 or which is supplemental or incidental to any of the foregoing (including any amendment made to enable or facilitate procedures relating to such matters and any amendment dealing with the rights and obligations of holders of Securities, including Ordinary Shares, dealt with under such procedures); (iv) any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 12.4 (Procedure for exercise of Conversion Right) relating to roundings, otherwise result in an adjustment to, or a consideration with respect to the determination of, the Conversion Price; (v) any issue of equity share capital or modification of rights attaching to the Ordinary Shares, where prior thereto the Borrower shall have instructed an independent financial adviser to determine in its absolute discretion what (if any) adjustments should be made to, or considerations should be made with respect to the determination of, the Conversion Price as being fair and reasonable to take account thereof and such independent financial adviser shall have determined in its absolute discretion either that no adjustment or consideration is required or that an adjustment to or consideration in respect of the determination of the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment or consideration in respect of the determination is to be made and, in any such case, the date on which the adjustment or consideration in respect of the determination shall take effect (and so that the adjustment or consideration in respect of the determination shall be made and shall take effect accordingly); (b) not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on the exercise of Conversion Rights, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid; (compliance with law)c) not reduce its issued share capital or any uncalled liability in respect thereof, or any non-distributable reserves, except: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly pursuant to perform or comply with its obligations under this Agreementthe terms of issue of the relevant share capital; (ii) comply with all Laws in connection with the provision by means of a purchase or redemption of share capital of the Custodial Services where failure Borrower to do so would have a Material Adverse Effect; andthe extent, in any such case, permitted by applicable law; (iii) comply with where the Consumer Credit Legislation reduction does not involve any distribution of assets; (iv) solely in connection with relation to a change in the provision currency in which the nominal value of the Custodial Services so Ordinary Shares is expressed; (v) to create distributable reserves; (vi) by way of transfer to reserves as permitted under applicable law; (vii) where the reduction is permitted by applicable law and an independent financial adviser, acting as expert and in its absolute discretion, advises that the Trustee does not personally or in its capacity as trustee interests of the Trust become liable to pay any Civil Penalty Payments.Lenders will not be materially prejudiced by such reduction; (cviii) (Material Default) if where the reduction is permitted by applicable law and results in an adjustment to, or a Material Default occurs in consideration with respect to a Receivablethe determination of, take all reasonable action the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment or consideration with respect to assist the Servicer determination should be made; or (ix) provided that, without prejudice to the other provisions of this Agreement, the Borrower may exercise such rights as it may from time to time be entitled pursuant to applicable law to purchase, redeem or buy back its Ordinary Shares and any depositary or other receipts or certificates representing Ordinary Shares without the Trustee to enforce the relevant Receivable and the Receivable Rightsconsent of any Lender; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies provide to the extent applicable Lenders, by no later than 5 Business Days prior to the CustodianClosing Date, all of the documents and evidence referred to in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders (acting reasonably) provided that the conditions may be waived by the Lenders in whole or in part; and (iie) not do pay and discharge all Taxes due and payable by it prior to the accrual of any fine or omit to do anything whichpenalty for late payment, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy unless (and only to the extent that) (i) payment of those rights relate to a Receivable Taxes is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and the Receivable Rights; costs required to contest them (eiii) the payment can be lawfully withheld and (notificationiv) notify the Trustee, the Manager and the Servicer of any event which it failure to pay those Taxes is not reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 7.1 The custodian's undertakings The Custodian Issuer hereby undertakes that at all times during the Term it willthat: (a) The Issuer shall pay to the Payees named on the Note, all Principal Subscription Amounts in accordance with the repayment schedule specified in the Note, such repayment to be made by GIRO into the MSense Account or in such other manner as may be notified by MSense to the Issuer from time to time; (notice of defaultb) give notice The Issuer shall immediately inform MSense in writing of any change to any of the Trustee and each Designated Rating Agency of it becoming aware information provided by the Issuer; (c) The Issuer shall immediately notify MSense of the occurrence of any Custodial Transfer EventEvent of Default; (bd) The Issuer shall not pass any resolution approving any change in directors or shareholders of the Issuer or the divestment of any or all of the shareholding of any shareholder, without obtaining the prior written consent of MSense; (compliance e) The Issuer shall not pass any resolution for the winding-up of the Issuer, nor cause a petition for winding-up to be presented against the Issuer, or the appointment of a receiver or receiver and manager of the respective undertakings or assets of the Issuer; and (f) The Issuer shall not act in any manner that constitutes a breach of any terms of any Note Document, the Privacy and Data Protection Policy or the Code of Conduct; (g) The Issuer shall comply, in all respect, with law)all laws of any applicable jurisdiction; (h) The Issuer shall comply with all requirements pertaining to the registration of prospectuses and/or any applicable exemptions from the requirement to register a prospectus under the laws of any applicable jurisdiction, including without limitation: (i) maintain in effect all qualificationsWhere a Note is issued under the Small Offers Exemption, consentsthe maximum amount of Promissory Notes the Issuer issues during a 12 months period shall, licensestogether with funds raised through the issuance of other Securities and Debentures during that same 12 months period, permits, approvals, exemptions, filings and registrations be S$5,000,000 or such other amount as may from time to time notified on the Platform. The maximum amount shall be required under any applicable law in order properly to perform or comply with its obligations under this Agreementcalculated on a 12 months rolling basis; (ii) comply with all Laws Where a Note is issued under the Private Placement Exemption, the Issuer has not made, and shall not make, in connection with any fund-raising, during any 12 months period, any offers of Securities and Debentures, including Issue Requests, to more than 50 persons, including the provision of Payees or potential payees approached through the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable RightsPlatform; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will:Trust agrees with you, for your benefit, that: ------------ (a) The Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the transfer agent (the "Transfer -------- Agent") to record on its books the ownership of such Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Trust of the payment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, -------- however, that nothing contained in this Agreement shall in any way limit ------- the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of default) give notice in writing any such amendment or supplement to you. Subject to the Trustee and each Designated Rating Agency of it becoming aware of foregoing sentence, if the occurrence filing of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform Prospectus or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of whichSAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could be reasonably expected to prejudicially affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or limit its rights suspending the registration of the Trust under the Investment Company Act, or the rights institution or (to the best knowledge of the Trustee Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the Servicer under initiation or in respect of a Mortgage Insurance Policy (to the extent those rights relate to a Receivable and best knowledge of the Receivable Rights; (eTrust) (notification) notify the Trustee, the Manager and the Servicer threatening of any event which it reasonably believes is likely proceeding for such purpose. The Trust will use its best efforts to have a Material Adverse Effect promptly after becoming aware prevent the issuance of any such event; (f) (provide information and access on request) order or suspension and, if issued, to obtain as soon as reasonably practicable after being requested so to do, provide information reasonably requested by possible the Trustee, the Manager withdrawal or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effectsuspension thereof. (b) The Custodian may ask If, at any time when a Prospectus or SAI is required to be delivered under the Trustee Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Manager if Rules and Regulations thereunder, the Trust will notify you promptly of any action such circumstance and promptly will prepare and file with the Commission, subject to the third sentence of Section 6(a), an amendment or inaction on its part is reasonably likely to, supplement which will correct such statement or will, have a Material Adverse Effectomission or effect such compliance. (c) The Custodian may rely upon any statement by As soon as practicable (giving effect to the Trustee or normal periodic reporting requirements under the Manager that any action or inaction by Investment Company Act and the Custodian is reasonably likely toRules and Regulations thereunder), or willthe Trust will make generally available to its shareholders and, have subject to Section 8 of this Agreement, to you (with sufficient copies for the Authorized Dealers), a Material Adverse Effectreport containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as delivery of a Prospectus or SAI by you or any Authorized Dealer may be liable required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself and for delivery to the Authorized Dealers. (e) To the extent required by applicable state law, the Trust will use its best efforts to arrange for the qualification of an appropriate number of the Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam, and such other jurisdiction as you and the Trust may approve, and will maintain such qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent to service of process in any indemnityjurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications. (f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the Trust, if so requested, will furnish to you, as soon as they are available (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission. (g) On each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares covered by the notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in relation connection with the filing of any post-effective amendment to any action Registration Statement after the date of this Agreement: (i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or inaction on its partSAI that is deemed material by you, where the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 2 (to the extent it has been notified by relates to the Trustee description of the Shares); (ii) the Fund Agreements are amended or modified in any manner, the Manager Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or (iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post- effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect and shall state that the action or inaction is not reasonably likely toAuthorized Dealers may rely on it. (h) The Trust, or will not have if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Material Adverse EffectRegistration Statement which first includes certified financial statements for the preceding fiscal year, unless the notification was caused by the fraudin respect of a Fund, negligence or wilful default a copy of the Custodianreport of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.

Undertakings. 4.1 34.1 The custodian's undertakings The Custodian Transferors hereby agrees with and undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee Transferee that, from the date hereof and each Designated Rating Agency of it becoming aware prior to the Delivery Date, the Object Company shall, and the Transferors shall procure the Object Company to, provide to the Transferee and such representatives of the occurrence Transferee who are directly involved in and, at the reasonable request of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualificationsthe Transferee, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws potential financing sources in connection with the provision transactions contemplated hereby (the “Transferee’s Representatives”), reasonable access to the Object Company’s offices, properties, books and records, officers, counsel, accountants and contracts during normal business hours, in order for the Transferee and the Transferee’s Representatives to have an opportunity to make such investigations of the Custodial Services where failure affairs of the Object Company and its business; provided, however, that any on-site investigation shall be upon reasonable prior notice and shall not unreasonably disrupt the personnel and operations of the Object Company. 34.2 Subject to do so would have a Material Adverse Effect; and (iii) comply the terms and conditions herein provided and prior the Delivery Date, each of the Transferors and the Transferee agrees to, from time to time, whether before, at or after the Delivery Date, use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby and to cooperate with the Consumer Credit Legislation other parties in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Noticeforegoing, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to using all applicable laws, provide the Trustee with access to the Data Base upon commercially reasonable request and during normal business hours. 4.2 Material adverse effect efforts (a) In performing the Custodial Services the Custodian shall have regard to whether what it doesobtain all necessary consents and approvals from other parties to material loan agreements, or does not doleases and other contracts, will have any Material Adverse Effect. (b) The Custodian may ask to obtain the Trustee or the Manager if consents, approvals, licenses, permits and authorizations that are required to be obtained from any action or inaction on its part is reasonably likely togovernmental authority, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by to prevent the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely toentry of, or willto lift or rescind, have a Material Adverse Effect. any judgments or outstanding orders, injunctions, decrees, stipulations or awards of any nature adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (d) to effect all necessary registrations and filings and submissions of information requested by governmental authorities, and (e) to fulfill all conditions to the Contract. 34.3 Subject to paragraph the terms and conditions of the Contract and until the Delivery Date, the Object Company and the Transferors shall use all reasonable efforts to preserve the Object Company’s business intact, to maintain the assets business, unusual condition, results of operation or prospects of the Object Company (including the Hydropower Project) in the same condition as on the date hereof (and with respect to assets, ordinary wear and tear excepted), to keep available to the Object Company the services of persons employed by the Object Company and to preserve the goodwill of customers and others having business relations with the Object Company. 34.4 From the date hereof up to the Delivery Date, the Transferors and the Object Company shall not, directly or indirectly, (a)) solicit, initiate or encourage the submission of any inquiries, discussions or proposals or offers from any person relating to a possible disposition of any registered capital or any material portion of the assets of the Object Company, (b) continue, propose, solicit, initiate, encourage or enter into negotiations or discussions relating to a possible disposition of any registered capital or any material portion of the assets of the Object Company, (c) enter into or consummate any agreement or understanding providing for the disposition of any capital stock or any material portion of the assets of the Object Company, or (d) assist, participate in or encourage any effort or attempt by any other person to do or seek any of the foregoing. The Transferors and the Object Company shall promptly notify the Transferee of, and communicate to the Transferee the terms of, any such inquiry, proposal or request for information received by, or negotiations or discussions sought with, the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the CustodianObject Company.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during Once the Term it will: (a) (notice performance of default) give notice a Secondary Public Offering is requested, as set forth in writing this Section, and as long as VDQ has not exercised its Right of First Refusal, after satisfactory completion of the feasibility study referred to in Section 8.4 below, SALIC, jointly with VDQ and the Company, undertake, pursuant to the Trustee applicable regulations, to prepare the required documentation, enter into the proper agreements, allow whomever it may lawfully concern to carry out a due diligence in the Company to the extent required and each Designated Rating Agency usual to this kind of it becoming aware offering, and take all other measures required to perform the Secondary Public Offering, in compliance with the provisions of the occurrence Brazilian Law, the CVM rules applicable to the Secondary Public Offering and, as applicable, the rules of B3 (or of any Custodial Transfer Event; (b) (compliance with lawother stock exchange in Brazil or abroad at the discretion of SALIC), as soon as possible, including but not limited to: (i) maintain in effect prepare and file with CVM and B3 an updated reference form of the Company, as well as the Secondary Public Offering prospect, and take all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as other measures that may be required under any for compliance with the provisions of Brazilian Law and the CVM rules applicable law in order properly to perform or comply with its obligations under this Agreementthe Secondary Public Offering; (ii) comply with all Laws in connection with the provision enter into a distribution and coordination agreement of the Custodial Services where failure Secondary Public Offering, with scope, form and substance usual to do so would have the market, and take all other measures reasonably requested by SALIC or by the Global Coordinator of the Secondary Public Offering in such a Material Adverse Effectmanner as to speed and enable the successful Secondary Public Offering and to arrange for providing the Global Coordinator (and occasionally any other arrangers or coordinators of the Secondary Public Offering) with legal opinions of the Company in usual form, covering any matters usually covered in public offerings of the same nature, as reasonably requested by the Global Coordinator; (iii) pursuant to the applicable regulations, provide any financial, corporate and real estate documents and any other relevant documents for analysis by a representative of SALIC, by the Global Coordinator of the Secondary Public Offering and by any lawyers or auditors engaged by SALIC, by the Company or by the Global Coordinator, and cause the management, the employees and the auditors of the Company to supply any information requested (in the manner usually made in audits conducted in public offerings of securities) by any representative, arranger or coordinator, lawyer or auditor in relation to the Secondary Public Offering; and (iiiiv) comply with the Consumer Credit Legislation in connection with the provision take any other measures reasonably required for implementation of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty PaymentsSecondary Public Offering. (c) (Material Default) if 8.2.1. If there is any change in the applicable Law and/or regulations modifying the practices or procedures above, such practices and procedures shall be modified by mutual agreement between the Parties in such a Material Default occurs in respect manner as to a Receivable, take all reasonable action to assist optimize the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursSecondary Public Offering. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 8, the Director undertakes that at all times during with the Term Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) it is and shall continue to be the sole director of the Security Trustee, save (notice i) pursuant to a Programme Resolution by the holders of defaultthe Covered Bonds in accordance with Clause 25 of the Trust Deed or (ii) give notice in accordance with the provisions of Clause 8 hereof; (b) it shall only resign from its position as director of the Security Trustee as soon as a suitable person, trust or administration office, reasonably acceptable to the CBC and the Issuer, after having consulted the Secured Parties, other than the Covered Bondholders, has been contracted to act as successor director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with Clause 25 of the Trust Deed, and subject to Rating Agency Confirmation; (c) the Security Trustee shall undertake no other business, except as provided for in the Transaction Documents, until the Issuer and the CBC no longer have any actual or contingent liabilities under any of the Transaction Documents, including, but not limited to, all liabilities vis-à-vis any and all of the Secured Parties; (d) it shall manage the affairs of the Security Trustee in accordance with proper and prudent Dutch business practice and in accordance with the requirements of Dutch law and Dutch accounting practice and with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of other third parties; (e) it shall not as director of the Security Trustee (i) agree to any alteration of any agreement including, but not limited to, the Transaction Documents, to which the Security Trustee is a party or (ii) enter into any agreement, without having consulted the Secured Parties, other than the Covered Bondholders, prior thereto and subject to Rating Agency Confirmation, except as provided for in any of the Transaction Documents or (iii) appoint other directors of the Security Trustee save as provided in Clause 25 of the Trust Deed or Clause 8 of this Agreement; (f) it and the Security Trustee shall refrain from any action detrimental to the Security Trustee's rights and obligations under the Transaction Documents; (g) it shall exercise all its rights and powers as director of the Security Trustee in compliance with the Transaction Documents; (h) it shall procure that the Security Trustee will at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) it shall take no action (i) to dissolve the Security Trustee, or (ii) to enter into a legal merger or a legal demerger involving the Security Trustee, or (iii) to have the Security Trustee converted into a foreign entity, or (iv) to have the Security Trustee request the court to grant a suspension of payments, or (v) to have the Security Trustee declared bankrupt; (j) it shall not as director of the Security Trustee assign, novate or amend this Agreement; (k) it shall ensure that the Issuer, the CBC, the Secured Parties, other than the Covered Bondholders, and the Rating Agencies are notified in writing forthwith upon the Director becoming aware of any steps being taken by any party in connection with the winding up, liquidation or bankruptcy of the Security Trustee or of any steps or proceedings being taken against the Security Trustee for the enforcement of any debt or obligation and in particular that the Issuer, the CBC, the Secured Parties, other than the Covered Bondholders, and the Rating Agencies are notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on or received by the Trustee Security Trustee; (l) it shall procure that the Security Trustee, the Administrator and each Designated the Rating Agency of it Agencies are notified in writing forthwith upon the Director becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation events set forth in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insuranceClause 8.2 hereof; and (m) (Data Base) maintain it shall comply with the Data Base collected, held or stored by it requirements of Dutch law regarding services as provided for in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation including the Dutch Act on the Supervision of Trust Offices as amended from time to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodiantime.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times Unless otherwise permitted by the Principal Finance Documents, during the Term it willterm of this Agreement, the Transferor undertakes to the Collateral Agent: (a) (notice of default) give notice 11.1 to inform the Collateral Agent in writing promptly of any attachments (Pfändung) of which it becomes aware in respect of any and all of the Collateral. In the event of an attachment, the Transferor undertakes to forward to the Trustee Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and each Designated Rating Agency all other documents necessary for a defence against the attachment. The Transferor shall inform the attaching creditor without undue delay about the Collateral Agent’s security interests; 11.2 not to dispute the validity of it becoming aware the Collateral or of new applications for registration with regard to the Collateral; 11.3 if failure to do the following would have a material adverse effect, to make all statements and take all actions at its own expense which are reasonably required in order to maintain the registration of the Collateral in the ordinary course of business, including the payment of renewal fees, and have the Collateral registered if not registered so far and necessary to maintain the legal title therein and to deliver to the Collateral Agent at its reasonable request copies of the respective documents evidencing such actions; 11.4 to inform the Collateral Agent without undue delay if third parties materially dispute or challenge the validity of any of the Collateral or materially allege that any of the Collateral violates the rights of third parties, and assert all claims and to litigate if this is required for the defence against such claims. Following the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualificationsan Enforcement Event and whilst it is continuing, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so Transferor agrees that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, Collateral Agent may take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held judicial or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base extra judicial proceedings upon reasonable request and during normal business hours.at the Transferor’s expense; and 4.2 Material adverse effect (a) In performing 11.5 to inform the Custodial Services Collateral Agent without undue delay, if third parties infringe any of the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, Collateral in a way which would have a Material Adverse Effect. (c) material adverse effect on the Collateral Agent’s and/or the Secured Parties’ rights relating to the Collateral. The Custodian may rely upon any statement by Transferor shall, acting commercially reasonably and considering the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default legitimate interest of the CustodianCollateral Agent and the Secured Parties, prosecute such infringement in its own name and at its own expense. All compensation claims becoming due after the date hereof become part of the Collateral. Following the occurrence of an Enforcement Event and whilst it is continuing the Collateral Agent and/or the Secured Parties may take over any judicial or extra judicial proceedings upon request and at the Transferor’s expense.

Undertakings. 4.1 10.1 The custodian's undertakings The Custodian Borrower undertakes that at with the Lender that, from the date of this Agreement until all times during the Term it willits liabilities under this Agreement have been discharged: (a) (notice of default) give notice it shall comply in writing all respects with all laws and regulations to the Trustee and each Designated Rating Agency of which it becoming aware of the occurrence of any Custodial Transfer Eventmay be subject, if failure to do so has or is reasonably likely to have a Material Adverse Effect; (b) it will notify the Lender of any Default (compliance with law)and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence; (ic) maintain it will not without the consent of the Lender (not to be unreasonably withheld or delayed) amend any of its Constitutional Documents (subject to the requirements of the Scheme); (d) it will carry on and conduct its business in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings a proper and registrations efficient manner and will not make any change to the general nature or scope of its business as may be required under any applicable law in order properly to perform or comply with its obligations under carried on at the date of this Agreement; (iie) comply with at all Laws in connection times any unsecured and unsubordinated claims of the Lender against it or any other member of the Group under the Finance Documents will rank at least pari passu with the provision claims of the Custodial Services where failure all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightscompanies; (df) (Insurance Policies)it shall not: (i) act in accordance with the terms create, or permit to subsist, any Security on or over its assets; or (ii) sell, transfer, lease or otherwise dispose of any Mortgage Insurance Policies of its assets on terms whereby such assets are or may be leased to or re-acquired or acquired by it; (g) it shall not incur or permit to be outstanding any Indebtedness other than: (i) any Indebtedness incurred under the extent applicable to the CustodianFinance Documents; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents;Permitted Financial Indebtedness. (h) (comply It shall use all reasonable endeavours to provide such other authorisation, document, opinion or assurance which the Lender in its reasonable opinion considers necessary or desirable in connection with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment fromthe entry into, and performance of, the transactions contemplated by the Finance Documents, or being reimbursed by, for the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate Finance Documents to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire be valid and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursenforceable. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 8, the Director undertakes that at all times during with the Term CBC and the Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) it shall only resign from its position as director of the CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the Security Trustee, after consultation with the Secured Parties, other than the Covered Bondholders, has been contracted to act as successor director of the CBC subject to Rating Agency Confirmation; (notice b) the CBC shall undertake no other business except as provided for in the Transaction Documents until the CBC no longer has any actual or contingent liabilities under any of defaultthe Transaction Documents and any Covered Bonds; (c) give notice it shall manage the affairs of the CBC in accordance with proper and prudent Dutch business practice and in accordance with its articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Security Trustee and without notification to the Rating Agencies and in accordance with any other requirements in any of the Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC shall at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) it shall as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that the Security Trustee and the Rating Agencies are notified in writing forthwith upon the Director becoming aware of any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on or received by the CBC; (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee and each Designated the Rating Agency of it Agencies are notified in writing forthwith upon the Director becoming aware of the occurrence of any Custodial Transfer Eventof the events set forth in Clause 8.2 hereof; (bp) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly it shall continue to perform or comply with its obligations under the requirements of Netherlands law regarding services as provided for in this Agreement, including the Dutch Act on the Supervision of Trust Offices as amended from time to time; (iiq) comply with all Laws the CBC shall hold itself as a separate entity and conduct its business in connection with its own name; (r) the provision of the Custodial Services where failure to do so would have a Material Adverse EffectCBC shall use separate stationary, invoices and checks; and (iiis) comply with it shall procure that Stichting Holding will after the Consumer Credit Legislation in connection with the provision adoption and approval of the Custodial Services so CBC's annual accounts, each calendar year resolve that the Trustee does not personally or in its capacity as trustee of the Trust become liable to CBC shall pay out any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract profit amount resulting from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.item

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 8, the Director undertakes that at all times during with the Term CBC and the Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) it shall only resign from its position as director of the CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the Security Trustee, after consultation with the Secured Parties, other than the Covered Bondholders, has been contracted to act as successor director of the CBC subject to Rating Agency Confirmation; (notice b) the CBC shall undertake no other business except as provided for in the Transaction Documents until the CBC no longer has any actual or contingent liabilities under any of defaultthe Transaction Documents and any Covered Bonds; (c) give notice it shall manage the affairs of the CBC in accordance with proper and prudent Dutch business practice and in accordance with its articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Security Trustee and without notification to the Rating Agencies and in accordance with any other requirements in any of the Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction (h) it shall procure that the CBC shall at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) it shall as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that the Security Trustee and the Rating Agencies are notified in writing forthwith upon the Director becoming aware of any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee and each Designated the Rating Agency of it Agencies are notified in writing forthwith upon the Director becoming aware of the occurrence of any Custodial Transfer Eventof the events set forth in Clause 8.2 hereof; (bp) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly it shall continue to perform or comply with its obligations under the requirements of Netherlands law regarding services as provided for in this Agreement, including the Dutch Act on the Supervision of Trust Offices as amended from time to time; (iiq) comply with all Laws the CBC shall hold itself as a separate entity and conduct its business in connection with its own name; (r) the provision of the Custodial Services where failure to do so would have a Material Adverse EffectCBC shall use separate stationary, invoices and checks; and (iiis) comply with it shall procure that Stichting Holding will after the Consumer Credit Legislation in connection with the provision adoption and approval of the Custodial Services so CBC's annual accounts, each calendar year resolve that the Trustee does not personally or in its capacity as trustee of the Trust become liable to CBC shall pay out any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract profit amount resulting from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.item

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 9, the Director undertakes that at all times during with Stichting Holding and the Term Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) (notice it shall continue to be the sole director of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventStichting Holding; (b) (compliance with law) (i) maintain in effect all qualificationssubject to Clause 9.1 and 9.2, consentsit shall only resign from its position as director of Stichting Holding once a suitable person, licensestrust or administration office, permitsreasonably acceptable to the Security Trustee, approvalsafter having consulted the Secured Creditors, exemptionsother than the Covered Bondholders and after having notified the Rating Agency, filings and registrations has been contracted to act as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreementsuccessor director of Stichting Holding; (iic) comply it shall manage the affairs of Stichting Holding in accordance with all Laws proper and prudent Dutch business practice and in accordance with the requirements of Dutch law and Dutch accounting practice and with the same care that it exercises or would exercise in connection with the provision administration of similar matters held for its own account or for the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision account of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsthird parties; (d) (Insurance Policies) (i) act in accordance with the terms of it and Stichting Holding will refrain from any Mortgage Insurance Policies action detrimental to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights and obligations of the Trustee or CBC under the Servicer under or Transaction Documents and shall undertake no other business, except as provided for in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsTransaction Documents; (e) (notification) notify it will not enter into any agreement in relation to the Trustee, CBC other than the Manager and the Servicer of any event Transaction Documents to which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware party, without the prior written consent of such eventthe Security Trustee and provided that the Rating Agency has been notified; (f) (provide information it shall exercise all its rights and access on request) powers as soon as reasonably practicable after being requested so to do, provide information reasonably requested by director of Stichting Holding in compliance with the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Transaction Documents; (g) it shall not, as director of Stichting Holding, engage external advisers without the prior written consent of the Security Trustee, which consent shall be presumed to have been given if the Security Trustee will not have replied within five (Report Record of Movements5) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract Days from the Record date of Movements applicable to that week's movements of Relevant Documentsthe written request from Stichting Holding; (h) (comply with other obligations) comply with all its obligations under it shall not, as director of Stichting Holding, pass any Transaction Document to which it is resolution for the amendment of the articles of association of the CBC or the appointment of a partydirector of the CBC, without the prior written consent of the Security Trustee; (i) (pay taxes) subject it undertakes to receiving payment from, or being reimbursed by, procure that Stichting Holding shall be and continues to be the relevant Obligor or being indemnified by sole shareholder of the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paidCBC; (j) it shall not, as director of Stichting Holding, pass any resolution (not claimi) not claim to issue any Security Interest over additional shares in the capital of the CBC or (ii) to transfer shares in the capital of the CBC or (iii) to grant rights to third parties to acquire shares in the capital of the CBC or (iv) to pledge, dispose of or encumber in any Assetother way the shares in the capital of the CBC; (k) it shall, as director of Stichting Holding, exercise its voting and other shareholder rights and powers (comply if any) in accordance with Supplementary Terms Notice) comply with any undertaking specified the CBC's obligations under the Transaction Documents and/or as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing otherwise instructed by the Manager with any information referred to in that Supplementary Terms NoticeSecurity Trustee; (l) it shall not, as director of Stichting Holding, novate or amend this Agreement without the prior written consent of the Security Trustee; (insurancesm) ensure it shall not, as director of Stichting Holding, take action (i) to dissolve the CBC, (ii) to enter into a legal merger or legal demerger involving the CBC, (iii) to have the CBC converted into a foreign entity, (iv) to have the CBC request the court to grant a suspension of payments, (v) to have the CBC declared bankrupt, or (vi) to have the CBC subjected to statutory proceedings for the restructuring of its debts; (n) it shall not, as director of Stichting Holding, take action (i) to dissolve Stichting Holding, (ii) to enter into a legal merger or legal demerger involving Stichting Holding, (iii) to have Stichting Holding request the court to grant a suspension of payments, (iv) to have Stichting Holding converted into a foreign entity,(v) to declare its bankruptcy, or (vi) to have it subjected to statutory proceedings for the restructuring of its debts; (o) it shall procure that the Premises Issuer, the Security Trustee and the Rating Agency are appropriately insured notified in writing forthwith upon the Director becoming aware of (i) any steps being taken by any party for fire the winding-up, liquidation or bankruptcy or the becoming subject to any analogous insolvency proceedings under any applicable law of Stichting Holding or (ii) of any steps or proceedings being taken against Stichting Holding for the enforcement of any debt or obligation or (iii) any of the events listed in Clause 9.2 hereof has taken place and public risksin particular that the Issuer and the Security Trustee are notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on or received by Stichting Holding; (p) it shall comply with the requirements of Dutch law regarding services as provided for in this Agreement, and that it has appropriate directors and officers insuranceincluding the Dutch Act on the Supervision of Trust Offices, as amended from time to time; and (mq) it shall as director of Stichting Holding procure that Stichting Holding will after the adoption and approval of the CBC's annual accounts, each calendar year resolve that the CBC shall pay out any profit amount resulting from item (Data Baseix) maintain of the Data Base collectedInterest Available Amount, held or stored by way of dividend to Stichting Holding and it in relation to each Relevant Trust and each Relevant Document andshall as director of Stichting Holding procure that Stichting Holding shall, subject to all applicable lawswithin a period of fifteen (15) Business Days after the receipt of such amount, provide the Trustee with access donate such amount, after deduction of any amounts owed to the Data Base upon reasonable request and during normal business hourstax authorities, to a charitable purpose. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian Each Party hereby undertakes that at all times during with the Term it willother Party: 2.1 to maintain such reasonable security measures to prevent unauthorised or inadvertent disclosure or use of the Confidential Information it receives; 2.2 to maintain the Confidential Information it receives in strict confidence and, save as provided herein, not to divulge any of the Confidential Information it receives to any third party and in addition not to communicate, indicate or suggest to any third party the existence of the Negotiations; 2.3 not to make use of the Confidential Information it receives other than for the purpose of the Negotiations; 2.4 to restrict access to the Confidential Information it receives only to its own responsible employees or professional advisers who need to have such access for the purposes of the Negotiations and to impose upon such persons obligations of confidentiality equivalent to those contained herein (a) (and to be responsible for any breach of the terms of this Agreement by its own employees or advisers); 2.5 that it shall not at any time reverse engineer, decompile or disassemble any software disclosed to it in the course of the Negotiations and it shall not remove, overprint or deface any notice of defaultcopyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information it receives; 2.6 that the disclosure of the Confidential Information it receives shall not be deemed to confer any proprietary rights upon the Party to whom the Confidential Information it receives is disclosed nor shall such disclosure be construed as granting any license of rights of any intellectual property in the disclosing Party; 2.7 to take or to permit to be taken only such copies of any document or other material (in whatsoever medium) give notice embodying any of the Confidential Information it receives as are reasonably necessary for the purposes mentioned herein and forthwith on request at any time to return (and procure the return by any third party to whom disclosure of any of the Confidential Information it receives by it has been made) to the other Party or as it may direct all or any of the documents or other material containing or embodying the Confidential Information it receives together with all copies thereof and extracts therefrom; 2.8 to confirm to the other Party in writing to the Trustee and each Designated Rating Agency of at any time on request that it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection has complied with the provision of the Custodial Services where failure to do so would have a Material Adverse Effectprovisions hereof; and (iii) comply with the Consumer Credit Legislation in connection with the provision 2.9 if one Party receives any communication requesting disclosure of any of the Custodial Services so Confidential Information or indicating an intention to obtain or the fact that there has been obtained any order which would oblige that Party in law to disclose any of the Confidential Information it has received, that Party will (immediately and by the fastest means possible, confirmed in writing) communicate to the other Party the fact that the Trustee does not personally or in its capacity as trustee communication has been received and all details of the Trust become liable same with a view to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs the Parties co-operating in respect to a Receivable, take taking all reasonable action and proper steps to assist ensure so far as is possible that the Servicer Confidential Information and the Trustee to enforce Negotiations are maintained in the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursstrictest confidence. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 3.1 The custodian's undertakings The Custodian Issuer undertakes that at all times during with the Term it willJoint Lead Managers that: (a) (notice of default) give notice in writing to it will on or before the Trustee and each Designated Rating Closing Date execute the First Supplemental Agency of it becoming aware of the occurrence of any Custodial Transfer EventAgreement; (b) (compliance with law) it will bear and pay (i) maintain any stamp or other duties or taxes on or in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings connection with the issue and registrations as may be required delivery of the Notes and the execution and delivery of this Agreement and the First Supplemental Agency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commission or other amounts payable or allowed under any applicable law this Agreement and otherwise in order properly to perform or comply connection with its obligations under the transactions envisaged by this Agreement; (iic) comply with all Laws it will not, between the date of this Agreement and the Closing Date (both dates inclusive), without the prior approval of the Joint Lead Managers, make any announcement which could have a material adverse effect on the marketability of the Notes, unless the Issuer is required to make any such announcement under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a regulatory agency having competent jurisdiction over the Issuer, in connection which case the Issuer shall use its best endeavours to notify and consult with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation Joint Lead Managers in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsadvance; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies it will deliver to the extent applicable Joint Lead Managers, without charge, on the date of this Agreement (or as soon as reasonably practicable thereafter), and from time to time, such number of copies of the Prospectus as the Joint Lead Managers may reasonably request, and will give to the Custodian; and (ii) not do or omit to do anything which, or Joint Lead Managers on the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights date hereof a copy of the Trustee or Prospectus signed by a duly authorised officer of the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsIssuer; (e) it will not make any amendment or supplement to the Prospectus without the prior consent of the Joint Lead Managers (notification) such consent not to be unreasonably withheld or delayed), unless the Issuer is required to make any such amendment or supplement to the Prospectus under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a regulatory agency having competent jurisdiction over the Issuer, in which case the Issuer shall use its best endeavours to notify and consult with the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventJoint Lead Managers in advance; (f) (provide information so long as any of the Notes remains outstanding, the Issuer will furnish to ML, and access on request) as soon as reasonably practicable after being requested to each other Joint Lead Manager who may so to dorequest in writing, provide information reasonably requested copies of each document filed by the TrusteeIssuer with the Commission de Surveillance du Secteur Financier (the CSSF) or Euronext Amsterdam by NYSE Euronext (Euronext Amsterdam), and copies of financial statements and other periodic reports that the Manager or the Servicer, with respect Issuer may furnish generally to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documentsholders of its debt securities; (g) (Report Record of Movements) provide it will use the Trustee and the Manager on the last Business Day of each week a copy of an extract net proceeds received by it from the Record issue of Movements applicable to that week's movements of Relevant Documentsthe Notes in the manner specified in the Prospectus; (h) it will ensure that proceeds raised in connection with the issue of the Notes will not directly or indirectly be lent, contributed or otherwise made available to any person or entity (comply with other obligationswhether or not related to the Issuer) comply with all its obligations under for the purpose of financing the activities of any Transaction Document person or for the benefit of any country currently subject to which it is a party;any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); and (i) (pay taxes) subject it will use all reasonable endeavours to receiving payment from, or being reimbursed by, procure the relevant Obligor or being indemnified delivery of a certificate of approval by the Trustee, pay all Taxes that relate CSSF to the Custodial Services (other than any Tax on, or measured by reference to, competent authority in The Netherlands and will promptly notify the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty Joint Lead Managers following receipt by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in Issuer of confirmation that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach such certificate of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it approval has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodianso delivered.

Undertakings. 4.1 The custodian's undertakings The Custodian Each Party undertakes that at all times during the Term it willthat: (a) (notice 4.1 on each occasion that it wishes to Use the Data, it will only do so where: 4.1.1 A Patient has provided explicit Consent for the Party to do so; or 4.1.2 Where the Patient lacks capacity to make that decision themselves, Consent has been given in accordance with the exercise of default) give notice parental responsibility and/or in writing accordance with the Mental Xxxxxxxx Xxx 0000 it is determined that such access is in the Patient‟s best interests, or authorised by a valid and applicable Lasting Power of Attorney or a Court appointed deputy, as applicable; or 4.1.3 Where Consent cannot be provided by or on behalf of a Patient, an Emergency Override may be used where a Legitimate Relationship exists between the Authorised System User and the Patient and where Use of the Data is lawful and necessary without Consent from the Patient, having due regard to the Trustee DPA, common law duty of confidence and appropriate legal requirements and professional codes of conduct. For the avoidance of doubt, an Emergency Override cannot be used where a Patient has explicitly refused Consent and has not withdrawn such Consent andthat it will record the grounds for each Designated Rating Agency such Use in accordance with this clause. 4.2 it will use Data received from any other Partysolely for the Purposes; 4.3 it will only record and store Data in such a manner as to ensure compliance with the DPA; 4.4 it will notify the relevant Data Controller of it the respective Party of any breaches of this Agreement or other failure to comply with or breach of the DPA or common law duty of confidence in relation to any Data originating from that Party within 24 hours of becoming aware of any such breach or failure to comply; 4.5 it will notify the occurrence relevant Data Controller of the respective Party of any Custodial Transfer Eventknown inaccuracies within any Data originating from that Party within 24 hours of becoming aware of any such inaccuracy; (b) (4.6 it will permit any of the other Partiesto audit its compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with , including by an independent external auditor agreed between the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a ReceivableParties, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours.written notice. The Parties may agree upon a third party to receive and coordinate all requests for any such audits and to provide advice to the Parties as to what may be a reasonable request; 4.2 Material adverse effect4.7 it will provide upon request to any Data Subject (and offer to provide at the point of any contact, assessment and care provision): (a) In performing 4.7.1 The identity of the Custodial Services Parties to this Agreement and the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian Data Controllers of the Data that may ask be covered by this Agreement. If the Trustee or Party has nominated a representativesuch as a Caldicott Guardian for the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by purposes of ensuring compliance with the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a)DPA 1998, the Custodian shall not identity of that representative; 4.7.2 The purpose or purposes for which Data are intended to be liable for a breach of processed and shared under this Agreement; 4.7.3 Information on the rights of Data Subjects under the DPA 1998, or be liable under any indemnity, particularly in relation to any action or inaction on its partsensitive personal data; 4.7.4 Details of the Party‟s procedures to enable Data Subjects to access their records, where it including audit trails, as regards access to their data; 4.7.5 Details of the Party‟s procedures which may have to be initiated when the Party suspects that a Data Subject has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or at risk of abuse including when personal data will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default be shared and how it will be used; 4.7.6 Details of the CustodianParty‟s complaints procedures to follow in the event that a Data Subject believes personal information about him or her has been inappropriately disclosed; 4.7.7 Details of how personal information provided to the Party will be recorded, stored and the length of time it will be retained and on what lawful basis it is held; and 4.7.8 Any further information which may be reasonably required to ensure that processing in respect of the Data Subject is fair.

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 8, the Director undertakes that at all times during with the Term CBC and the Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) (notice it shall only resign from its position as director of default) give notice in writing the CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the Trustee and each Designated Security Trustee, after consultation with the Secured Creditors, other than the Covered Bondholders, has been contracted to act as director of the CBC subject to Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventConfirmation; (b) (compliance with law) (i) maintain the CBC shall undertake no other business, except as provided for in effect all qualificationsthe Transaction Documents, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required until the CBC no longer has any actual or contingent liabilities under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay Transaction Documents and any Civil Penalty Payments.Covered Bonds; (c) (Material Default) if a Material Default occurs it shall manage the affairs of the CBC in respect to a Receivable, take all reasonable action to assist accordance with proper and prudent Dutch business practice and in accordance with the Servicer requirements of Dutch law and Dutch accounting practice with the Trustee to enforce same care it exercises or would exercise the relevant Receivable and administration of similar matters whether held for its own account or for the Receivable Rightsaccount of third parties; (d) (Insurance Policies) (i) act in accordance with it shall continue to be the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights sole director of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsCBC; (e) it shall as director of the CBC not (notificationi) notify the Trusteeagree to any alteration of any agreement including, but not limited to, the Manager Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Security Trustee and subject to Rating Agency Confirmation and in accordance with any other requirements in any of the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventTransaction Documents; (f) (provide information it and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating CBC shall refrain from taking any action detrimental to the Custodial Services CBC's rights and upon reasonable notice and at reasonable times permit obligations under or in connection with the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Transaction Documents; (g) (Report Record it shall exercise all its rights and/or powers as director of Movements) provide the Trustee and CBC in compliance with the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Transaction Documents; (h) (it shall procure that the CBC will at all times fulfil and comply with other obligations) comply with all its obligations under any each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document, such other party duly performs such obligations and undertakings thereunder; (i) (pay taxes) subject to receiving payment fromit shall not, or being reimbursed byas director of the CBC, engage external advisers without the relevant Obligor or being indemnified by prior written consent of the Security Trustee, pay all Taxes that relate which consent shall not be unreasonably withheld and which consent shall be presumed to have been given if the Custodial Services Security Trustee will not have replied within five (other than any Tax on, or measured by reference to, 5) Business Days from the income date of a Trust or the Custodian) or where such Taxes are incurred due to written request from the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paidCBC; (j) (not claim) not claim any it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Interest over any AssetTrustee; (k) it shall not, as director of the CBC, take action (comply with Supplementary Terms Noticei) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing to dissolve (ontbinden) the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it doesCBC, or does not do(ii) to enter into a legal merger (juridische fusie) or legal demerger (juridische splitsing) involving the CBC, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.or

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 8, the Director undertakes that at all times during with the Term CBC and the Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) it shall only resign from its position as director of the CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the Security Trustee, after consultation with the Secured Creditors, other than the Covered Bondholders, has been contracted to act as director of the CBC, subject to Rating Agency Confirmation; (notice b) the CBC shall undertake no other business, except as provided for in the Transaction Documents, until the CBC no longer has any actual or contingent liabilities under any of defaultthe Transaction Documents and any Covered Bonds; (c) give notice it shall manage the affairs of the CBC in accordance with proper and prudent Dutch business practice and in accordance with the CBC's articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Security Trustee and subject to Rating Agency Confirmation and in accordance with any other requirements in any of the Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC shall at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) it shall as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall not be unreasonably withheld and which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) it shall as director of the CBC take no action to enter into negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition for the benefit of its creditors (buitengerechtelijk akkoord) or a forced general composition approved by the relevant court (dwangakkoord buiten faillissement of surseance van betaling); or (m) the CBC shall continue to comply with the applicable provisions of the MAR (including, where applicable, maintaining an insider list), the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (n) it shall procure that the Security Trustee and the Rating Agency are notified in writing forthwith upon the Director becoming aware of any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on or received by the CBC; (o) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (p) it shall procure that the Security Trustee and each Designated the Rating Agency of it are notified in writing forthwith upon the Director becoming aware of the occurrence of any Custodial Transfer Eventof the events set forth in Clause 8.2 hereof; (bq) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly it shall continue to perform or comply with its obligations under the requirements of Netherlands law regarding services as provided for in this Agreement, including the Dutch Act on the Supervision of Trust Offices as amended from time to time; (iir) comply with all Laws the CBC shall hold itself as a separate entity and conduct its business in connection with its own name; (s) the provision of the Custodial Services where failure to do so would have a Material Adverse EffectCBC shall use separate stationery, invoices and checks; and (iiit) comply with it shall procure that Stichting Holding will after the Consumer Credit Legislation in connection with the provision adoption and approval of the Custodial Services so CBC's annual accounts, each calendar year resolve that the Trustee does not personally or in its capacity as trustee CBC shall pay out any profit amount resulting from item (ix) of the Trust become liable Available Revenue Funds, by way of dividend to pay Stichting Holding and it shall procure that Stichting Holding shall, within a period of fifteen (15) Business Days after the receipt of such amount, donate such amount, after deduction of any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect amounts owed to the tax authorities, to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hourscharitable purpose. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 In addition to their specific undertakings referred to in Clause 3 or elsewhere in this Agreement the Parties have agreed as follows: 7.1 Each of the Parties shall use its best endeavours to procure that the Company applies for and obtains the Council’s approval under the Media Act and use its best endeavours to procure that the Company applies for and obtains the registration of the Purchaser as the owner of the Ownership Interest in the Commercial Register of the relevant Commercial Court. 7.2 Each of the Parties shall use its best endeavours to procure that the Company convene the general meeting where the Company members are asked to approve the transfer of the Ownership Interest for registration and the submission of such transfer for the Council’s approval under the Media Act. 7.3 The custodian's undertakings Seller shall vote in favor of the transfer of the Ownership Interest at such general meeting of the Company. The Custodian Purchaser shall vote in favour of the transfer of the Ownership Interest in accordance with this Agreement at the general meeting of the Company should the Purchaser acquire any ownership interest in the Company prior to the Completion or the Purchaser shall ensure that a person holding an ownership interest and controlled either directly or indirectly by the Purchaser shall vote in favour of the transfer of the Ownership Interest in accordance with this Agreement. 7.4 The Seller undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) he shall not (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under withdraw any applicable law in order properly application filed pursuant to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach Clause 3.6 of this Agreement, (ii) withdraw or contest in any way a request for consent to the Council in respect of the transfer of the Ownership Interest to the Purchaser, (iii) withdraw or contest in any way the application filed with the Commercial Register of the relevant Commercial Court to register the Purchaser as the owner of the Ownership Interest, or (iv) initiate any Claim as from the date hereof; provided that the Seller shall be liable under entitled from the date which is 85 (eighty-five) calendar days from the date hereof until the date on which the Purchaser deposits the Purchase Price into the Escrow Account and the Escrow Agent notifies the Seller hereof to initiate Claims solely on account of the fact that the applicable statute of limitations would otherwise expire and shall promptly deliver copies of any indemnitysuch Claim to the Purchaser. . 7.5 The Seller undertakes that in the event this Agreement or the application to register the Purchaser as the owner of the Ownership Interest hereunder is declared invalid, in relation the Seller shall undertake to any action or inaction on its part, where it has been notified perform such acts as may be reasonably required by the Trustee or Purchaser, including entering into a new agreement containing substantially the Manager that same sale terms as are contained in this Agreement. 7.6 The Seller undertakes to notify the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless Purchaser within 15 (fifteen) Business Days of the notification was caused receipt of valid and final court decisions including an original stamp by the fraud, negligence or wilful default relevant court in respect of the Custodiantermination of any of the Approved Petitions 7.7 The Purchaser undertakes to transfer to the Seller amounts of any dividends relating to the Ownership Interest which may be distributed from the profits generated by the Company for the financial year 2004. 7.8 In the event of a breach by the Seller of any obligation under Clause 7 other than the obligation in Clause 7.6 above, the Seller shall pay to the Purchaser contractual penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech crowns) per each individual breach within 15 Business Days of any such breach. In the event of a breach by the Purchaser of any obligation under Clause 7, the Purchaser shall pay to the Seller a contractual penalty in the amount of CZK 25.000.000,00 (twenty-five million Czech crowns) per each individual breach within 15 Business Days of any such breach. Nothing in this Agreement shall be interpreted as a limitation of the Purchaser’s rights to conduct the proceedings relating to the Claims until the Seller withdraws such Claims in accordance with this Agreement.

Undertakings. 4.1 The custodian's undertakings The Custodian Without prejudice to the provisions of Clause 8, the Director undertakes that at all times during with the Term CBC and the Security Trustee with effect from the date of this Agreement and as long as it willserves as director that: (a) it shall only resign from its position as director of the CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the Security Trustee, after consultation with the Secured Creditors, other than the Covered Bondholders, has been contracted to act as director of the CBC, subject to Rating Agency Confirmation; (notice b) the CBC shall undertake no other business, except as provided for in the Transaction Documents, until the CBC no longer has any actual or contingent liabilities under any of defaultthe Transaction Documents and any Covered Bonds; (c) give notice it shall manage the affairs of the CBC in accordance with proper and prudent Dutch business practice and in accordance with the CBC's articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of third parties; (d) it shall continue to be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Security Trustee and subject to Rating Agency Confirmation and in accordance with any other requirements in any of the Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction Documents; (h) it shall procure that the CBC shall at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) it shall as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall not be unreasonably withheld and which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the MAR (including, where applicable, maintaining an insider list), the CRR and the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that the Security Trustee and the Rating Agency are notified in writing forthwith upon the Director becoming aware of any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and in particular that the Security Trustee is notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on or received by the CBC; (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee and each Designated the Rating Agency of it are notified in writing forthwith upon the Director becoming aware of the occurrence of any Custodial Transfer Eventof the events set forth in Clause 8.2 hereof; (bp) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly it shall continue to perform or comply with its obligations under the requirements of Netherlands law regarding services as provided for in this Agreement, including the Dutch Act on the Supervision of Trust Offices as amended from time to time; (iiq) comply with all Laws the CBC shall hold itself as a separate entity and conduct its business in connection with its own name; (r) the provision of the Custodial Services where failure to do so would have a Material Adverse EffectCBC shall use separate stationery, invoices and checks; and (iiis) comply with it shall procure that Stichting Holding will after the Consumer Credit Legislation in connection with the provision adoption and approval of the Custodial Services so CBC's annual accounts, each calendar year resolve that the Trustee does not personally or in its capacity as trustee of the Trust become liable to CBC shall pay out any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract profit amount resulting from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.item

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during Without prejudice to its obligations under clause 17.1 (Required Insurances), the Term it willCharterer shall: (a) (notice of defaulti) give notice in writing to not without the Trustee and each Designated Rating Agency of it becoming aware prior consent of the occurrence Owner alter any material part of Compulsory Insurances in any Custodial Transfer Eventrespect, (ii) prior to altering any non-material part of the Compulsory Insurances in any respect inform the Owner of the proposed alteration(s) and (iii) not make, do, consent or agree to any act or omission which would or might render any Compulsory Insurances invalid, void, voidable or unenforceable or render any sum paid out under any Compulsory Insurances repayable in whole or in part; (b) (compliance with law) (i) maintain not cause or permit the Vessel to be operated in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection way inconsistent with the provision of provisions or warranties of, or implied in, or outside the Custodial Services where failure cover provided by, any Compulsory Insurances or to do so would have a Material Adverse Effect; and (iii) comply be engaged in any voyage or to carry any cargo not permitted by the Compulsory Insurances without first covering the Vessel in the Required Insurance Amount or otherwise for an amount approved by the Owner in US$ or another approved currency with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments.approved insurers; (c) (Material Default) if a Material Default occurs duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsof any Compulsory Insurance; (d) renew all Compulsory Insurances at least seven (Insurance Policies)7) days or within such shorter period as the Owner may agree in writing before the relevant policies or contracts or entries expire and procure that the approved brokers and/or war risks and protection and indemnity clubs and associations shall confirm in writing to the Owner (and provide certificates evidencing such replacement or renewal) no later than seven (7) days after each such policy, contract or entry is replaced or renewed; (e) forthwith upon the effecting of any Compulsory Insurance, give written notice of the insurance to the Owner stating the full particulars (including the dates and amounts) of the insurance, and upon the request of the Owner produce the receipts for each sum paid by it pursuant to paragraph (c) above; (f) provide to the Owner on request certified copies of all documentation relating to the Compulsory Insurances in the Charterer's or its brokers' possession and immediately upon such documentation being issued, including all policies, slips, cover notes and certificates of entry; (g) not settle, compromise or abandon any claim in respect of any Total Loss unless the Owner is satisfied that such release, compromise or abandonment will not prejudice any of its or the Finance Parties' interests under or in relation to the Transaction Documents; (h) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association; (i) act procure that the interests of the Owner are noted on all policies of insurance; (j) procure that a loss payee and notice of cancellation provision substantially in accordance with the terms form scheduled to the Security Assignment and reflecting the provisions of clause 17.5 (Application of Insurance Proceeds) below is endorsed on all policies of insurance and certificates of entry; (k) obtain from the relevant insurance brokers and/or insurers xxx/xx X&X Club letters and undertakings substantially in the form scheduled to the Security Assignment (or such other form as may be acceptable to the Owner); (l) in the event that the Charterer receives payment of any Mortgage Insurance Policies moneys under the Compulsory Insurances, save as provided in clause 17.5 below and the loss payable clauses scheduled to the extent Security Assignment, forthwith pay over the same (without deduction or withholding) to the Owner or to its order and until paid over such moneys shall be held in trust for the Owner by the Charterer. In the event the Charterer is unable to hold such moneys on trust for the Owner or there is a failure of such trust or the efficacy of such trust is contested or challenged, the Charterer will promptly pay an amount equal to such moneys to the Owner or to its order; (m) take all necessary action and comply with all requirements which may from time to time be applicable to the CustodianCompulsory Insurances (including the payment of any additional premiums or calls) and ensure that the Compulsory Insurances are: (i) not cancelled or made subject to any exclusions or qualifications to which the Owner has not given its prior written consent and do not become voidable; and (ii) are otherwise maintained on terms and condition from time to time approved in writing by the Owner (acting reasonably); (n) not do or omit to do anything whichdo, consent to, or permit any act or omission which might invalidate or render unenforceable the omission whole or any part of whichthe Compulsory Insurances and not (without first obtaining the consent of the applicable insurers to such employment or operation and complying with such requirements as to extra premium or otherwise as such insurers may prescribe and covering the Vessel) employ or operate the Vessel or suffer the Vessel to be employed or operated otherwise than in conformity with the terms of the Compulsory Insurances; (o) provide to the owner, at the time of each such communication, copies of all material written communications between the Charterer and the Charterer’s brokers (if any) or, as the case may be, could the relevant insurers and approved protection and indemnity club or association which relates to declarations required to be reasonably expected to prejudicially affect given by the Finance Parties, payment of additional premia or limit its rights or the rights calls, renewal of the Trustee Compulsory Insurances or any material amendment to the Servicer terms and conditions relating to such Compulsory Insurances; (p) provide to the Owner at any time any claim is made in excess of one million U.S. Dollars (US$1,000,000) under any Compulsory Insurance with reasonable details of such claims; (q) not create or permit to exist any Security Interests over or in respect of a Mortgage Insurance Policy the Compulsory Insurances save for any Security Interests in favour of the Owner and/or Finance Parties and save also for any brokers' (if any) or, as the case may be, the relevant insurer's right of set off and lien for unpaid premiums to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested permitted by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurancethis clause 17; and (mr) without the prior written consent of the Owner (Data Basenot to be unreasonably withheld or delayed) maintain not permit any person (other than the Data Base collectedOwner, held or stored by it in relation Charterer and the Manager) to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable added as an additional assured under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the CustodianCompulsory Insurances.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during 3.1 Subject to Clause 3.3 and provided that: (i) the terms set out in the Term Sheet are in all material respects reflected in the terms of each of the Cayman Scheme and the HK Scheme; (ii) no terms of either the Cayman Scheme or the HK Scheme are in any material respect inconsistent with the terms set out in the Term Sheet; and (iii) the terms of each of the Cayman Scheme and the HK Scheme (other than terms which reflect the terms set out in the Term Sheet) are: (x) terms which would customarily be included in a Cayman Islands or Hong Kong (as the case may be) scheme of arrangement of a nature similar to that of the Cayman Scheme and the HK Scheme; or (y) terms which are no less favourable to the Consenting Creditor than the terms referred to in (x) above, and further provided that the Cooperation Agreements have been terminated, the Consenting Creditor irrevocably undertakes in favour of the Issuer and the Subsidiary Guarantors that it shall (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), solely in its capacity as a holder of the Convertible Note, upon receipt by the Consenting Creditor of a written request from the Issuer reasonably in advance of the action requested: (a) attend the Cayman Scheme Meeting and the HK Scheme Meeting either in person or by proxy; and (notice b) exercise all of defaultits voting rights (whether by way of providing voting instructions to a proxy, instructing a representative to vote in person, or otherwise) give notice attributable to such principal amount of the Convertible Note in writing which it holds a direct or beneficial interest as principal at the Record Time in favour of approving the Cayman Scheme and the HK Scheme. 3.2 Subject to Clause 3.3 and provided that: (i) the terms set out in the Term Sheet are in all material respects reflected in the terms of each of the Cayman Scheme and the HK Scheme; (ii) no terms of either the Cayman Scheme or the HK Scheme are in any material respect inconsistent with the terms set out in the Term Sheet; and (iii) the terms of each of the Cayman Scheme and the HK Scheme (other than terms which reflect the terms set out in the Term Sheet) are: (x) terms which would customarily be included in a Cayman Islands or Hong Kong (as the case may be) scheme of arrangement of a nature similar to that of the Cayman Scheme and the HK Scheme; or (y) terms which are no less favourable to the Trustee Consenting Creditor than the terms referred to in (x) above, and each Designated Rating Agency of it becoming aware further provided that the Cooperation Agreements have been terminated, the Consenting Creditor irrevocably undertakes in favour of the occurrence Issuer and the Subsidiary Guarantors that it shall not, in its capacity as a holder of the Convertible Note: (a) object to or challenge the Cayman Scheme, the HK Scheme or any Custodial Transfer Eventapplication to the Cayman Court or the High Court in respect thereof or otherwise commence any proceeding(s) to oppose or alter any Scheme Document filed by the Issuer and/or the Subsidiary Guarantors in connection with the confirmation of the Restructuring; (b) take, encourage, assist or support (compliance with law)or procure that any other person takes, encourages, assists or supports) any action for the purpose of frustrating, delaying, impeding or preventing the Cayman Scheme, the HK Scheme or the Restructuring, including (without limitation): (i) maintain proposing or supporting any alternative proposal or offer from any person or entity (other than the Issuer) in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law respect of the Restructuring which is materially inconsistent with the terms set out in order properly to perform or comply with its obligations under this Agreement;the Term Sheet; or (ii) comply with all Laws voting (or directing any proxy appointed by it to vote) the Convertible Note in connection which it holds a direct or beneficial interest as principal against the Cayman Scheme, the HK Scheme or in favour of any amendment, waiver, consent or proposal that is materially inconsistent with the provision of terms set out in the Custodial Services where failure to do so would have a Material Adverse EffectTerm Sheet; andor (iii) comply with transfer or agree to transfer any Convertible Note in which the Consumer Credit Legislation Consenting Creditor has a direct or beneficial interest as principal (including, without limitation, any Convertible Note purchased or otherwise acquired by the Consenting Creditor after the date of this Agreement) unless the transferee(s) provide(s) similar undertakings set out in connection with the provision this Agreement in favour of the Custodial Services so Issuer and the Subsidiary Guarantors. 3.3 Nothing in this Agreement shall require the Consenting Creditor to take, or omit to take, any action that would: (a) be contrary to any Applicable Law; (b) result in the Trustee does not personally Consenting Creditor (or in any of its capacity Affiliates) incurring any Liability, other than as trustee of the Trust become liable to pay any Civil Penalty Payments.expressly contemplated by this Agreement; or (c) (Material Default) if a Material Default occurs in respect give rise, or be reasonably likely to a Receivablegive rise, take all reasonable action to assist any result that is materially adverse to the Servicer interest of the Consenting Creditor or any of its Affiliates. 3.4 Each of the Issuer and the Trustee Subsidiary Guarantors undertakes in favour of the Consenting Creditor that it shall (or, as applicable, will procure that a duly authorised representative, proxy or nominee will) perform all actions as are reasonably necessary in order to enforce support, facilitate, implement or otherwise give effect to the relevant Receivable and Restructuring (provided that such action is consistent in all material respects with the Receivable Rights;Term Sheet) as soon as reasonably practicable, including (without limitation) to: (da) pay or procure payments of (Insurance Policies)as applicable) the Instruction Fee: (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the CustodianClause 4 (Instruction Fee); and (ii) not do in immediately available funds free and clear of and without any deduction or omit withholding for or on account of Tax unless it is required to do anything whichmake such a deduction or withholding, or in which case the omission of which, as the case may be, could Instruction Fee payable shall be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy increased to the extent those rights relate necessary to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain sum net of any deduction or withholding received by the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access Consenting Creditor is equal to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall sum which it would have regard received had no such deduction or withholding been made or required to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.made;

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during At any time and until the Term it willPledge will have been finally discharged in accordance with Clause 8 (Discharge of the Pledge) the Pledgor: (a) (notice of default) give notice in writing to will procure that the Trustee and each Designated Rating Agency of it becoming aware Shares will at all times represent 75% + 1 of the occurrence voting rights attached to all shares of any Custodial Transfer Eventthe Company;. (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly not allow that additional shares are created unless such shares are subscribed to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Paymentsat fair market value. (c) (Material Default) if a Material Default occurs in respect undertakes not to a Receivable, take all reasonable action to assist create or permit the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms existence of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or security interest in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable Shares or any part thereof (unless ranking behind the Pledge and except for the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested first ranking pledge granted by the Trustee, Pledgor to ING BANK under the Manager or First Ranking Share Pledge Agreement) without the Servicer, with respect to all matters relating to prior written consent of the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse EffectPledgee. (d) Subject shall procure that no executory seizure ("uitvoerend beslag" / "saisie exécutoire") will be made on the Shares and that any conservatory seizure ("bewarend beslag" / "saisie conservatoire") thereon will be lifted within 90 days of it first being made. (e) will cooperate with the Beneficiary and sign or cause to paragraph (a)be signed all such further documents and take all such further action as the Beneficiary may from time to time reasonably request to create, perfect and protect the Custodian shall not be liable for a breach Pledge and to carry out the provisions and purposes of this Agreement. (f) will not take any initiative, adopt or be liable vote in favour of any resolutions to dissolve the Company, and defend (and procure the Company to defend) any third claims seeking to obtain the dissolution of the Company. (g) shall procure that (i) the Shares remain free and clear of any security interest save for the provisions of the first ranking pledge granted by the Pledgor to ING Bank under any indemnitythe First Ranking Share Pledge Agreement (ii) that there are no limitations, in relation whether pursuant to the Articles or to any action agreement, to the transferability of the Pledged Assets or inaction on its part, where it has been notified by to the Trustee or exercise of the Manager voting rights attached to the Shares (iii) that the action or inaction Shares are not certificated and (iv) that there is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default no cause for suspension of the Custodianvoting rights attached to the Shares.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ -------------------------------------------------------------------------------- Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ -------------------------------------------------------------------------------- Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian 3.1 Issuer undertakes that at all times during with the Term it willJoint Lead Managers that: (a) (notice of default) give notice in writing to it will on or before the Trustee and each Designated Rating Closing Date execute the Agency of it becoming aware of the occurrence of any Custodial Transfer EventAgreement; (b) (compliance with law) it will bear and pay (i) maintain any stamp or other duties or taxes on or in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings connection with the issue and registrations as may be required delivery of the Notes and the execution and delivery of this Agreement and the Agency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commission or other amounts payable or allowed under any applicable law this Agreement and otherwise in order properly to perform or comply connection with its obligations under the transactions envisaged by this Agreement; (iic) comply with all Laws it will not, between the date of this Agreement and the Closing Date (both dates inclusive), without the prior approval of the Joint Lead Managers, make any announcement which could have a material adverse effect on the marketability of the Notes, unless the Issuer is required to make any such announcement under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a regulatory agency having competent jurisdiction over the Issuer, in connection which case the Issuer shall use its best endeavours to notify and consult with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation Joint Lead Managers in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsadvance; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies it will deliver to the extent applicable Joint Lead Managers, without charge, on the date of this Agreement (or as soon as reasonably practicable thereafter), and from time to time, such number of copies of the Prospectus as the Joint Lead Managers may reasonably request, and will give to the Custodian; and (ii) not do or omit to do anything which, or Joint Lead Managers on the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights date hereof a copy of the Trustee or Prospectus signed by a duly authorised officer of the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsIssuer; (e) it will not make any amendment or supplement to the Prospectus without the prior consent of the Joint Lead Managers (notification) such consent not to be unreasonably withheld or delayed), unless the Issuer is required to make any such amendment or supplement to the Prospectus under applicable law, regulation, listing requirement or order from a court or pursuant to an administrative demand or request of a regulatory agency having competent jurisdiction over the Issuer, in which case the Issuer shall use its best endeavours to notify and consult with the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventJoint Lead Managers in advance; (f) (provide information so long as any of the Notes remains outstanding, the Issuer will furnish to ABN AMRO, and access on request) as soon as reasonably practicable after being requested to each other Joint Lead Manager who may so to dorequest in writing, provide information reasonably requested copies of each document filed by the TrusteeIssuer with the Commission de Surveillance du Secteur Financier (the CSSF), and copies of financial statements and other periodic reports that the Manager or the Servicer, with respect Issuer may furnish generally to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documentsholders of its debt securities; (g) (Report Record of Movements) provide it will use the Trustee and the Manager on the last Business Day of each week a copy of an extract net proceeds received by it from the Record issue of Movements applicable to that week's movements of Relevant Documentsthe Notes in the manner specified in the Prospectus; (h) it will ensure that proceeds raised in connection with the issue of the Notes will not directly or indirectly be lent, contributed or otherwise made available to any person or entity (comply with other obligationswhether or not related to the Issuer) comply with all its obligations under for the purpose of financing the activities of any Transaction Document person or for the benefit of any country currently subject to which it is a party;any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); and (i) (pay taxes) subject it will use all reasonable endeavours to receiving payment from, or being reimbursed by, procure the relevant Obligor or being indemnified delivery of a certificate of approval by the Trustee, pay all Taxes that relate CSSF to the Custodial Services (other than any Tax on, or measured by reference to, competent authority in The Netherlands and will promptly notify the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty Joint Lead Managers following receipt by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in Issuer of confirmation that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach such certificate of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it approval has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodianso delivered.

Undertakings. 4.1 The custodian's undertakings The Custodian 2.1 In consideration of the Company making Confidential Information available to the Counterparty and agreeing to enter into discussions with the Counterparty in relation to the Proposed Transaction, the Counterparty undertakes to the Company and each Group Company that, save as permitted by this Agreement, it will and will procure that at all times during each of its Associates (including the Term it employees, agents and representatives of the Counterparty and its Associates to whom Confidential Information is disclosed) will: (a) (notice of default) give notice in writing to keep the Trustee Confidential Information secret and each Designated Rating Agency confidential and not disclose any of it becoming aware of the occurrence of to any Custodial Transfer Eventperson other than individuals listed in sub-clause 3.2; (b) take all reasonable precautions to maintain the confidentiality of all Confidential Information (compliance with lawincluding for the avoidance of doubt using no lesser security measures and degree of care than the Counterparty applies to its own Confidential Information) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) not directly or indirectly disclose (Material Default) if a Material Default occurs or allow to be disclosed), in respect whole or in part, or make Copies of, or sell, trade or publish any Confidential Information to a Receivable, take all reasonable action to assist any person unless permitted by this Agreement or as otherwise reasonably required for the Servicer Permitted Purpose and the Trustee to enforce the relevant Receivable and the Receivable Rightsas permitted under sub-clause 4.1; (d) (Insurance Policies) (i) act not use, reproduce, transform or store the Confidential Information in accordance with an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business unless permitted by this Agreement or as otherwise reasonably required for the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsPermitted Purpose; (e) (notification) notify not use or exploit any Confidential Information for any purpose other than for the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event;Permitted Purpose; and (f) (provide information not make, or procure another person to make, an announcement in respect of Confidential Information unless permitted by this Agreement. 2.2 The Counterparty undertakes to inform the Company promptly upon becoming aware, or suspecting, that Confidential Information has been disclosed to an unauthorised person. 2.3 The Counterparty further undertakes to the Company and access on request) each Group Company that it shall inform each person to whom Confidential Information is to be disclosed pursuant to this Agreement that it is confidential and procure that such persons comply with this Agreement as soon as reasonably practicable after being requested so if they were a party to doit. For the avoidance of doubt, provide information reasonably requested by the Trusteeat all times, the Manager or Counterparty will be responsible for such persons’ compliance with the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base obligations set out in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes Issuer has undertaken in the Trust Deed, inter alia, that at all times during so long as any Bond remains outstanding, save with the Term it willapproval of an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders: (ai) it will use its reasonable endeavours (notice A) to maintain a listing for all the issued Shares on the Hong Kong Stock Exchange, and (B) to obtain and maintain a listing for all the Shares issued on the exercise of default) give notice the Conversion Rights attaching to the Bonds on the Hong Kong Stock Exchange, and if the Issuer is unable to obtain or maintain such listing, to use its reasonable endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as the Issuer may from time to time select and notify in writing to the Trustee and each Designated Rating Agency of it becoming aware the Issuer and will forthwith give notice to the Bondholders in accordance with Condition 16 (Notices) of the occurrence listing or delisting of the Shares (as a class) by any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreementof such stock exchanges; (ii) comply with it will pay the expenses of the issue of, and all Laws expenses of obtaining listing for, Shares arising on conversion of the Bonds (save for any Bondholder Duties or other amounts specified in connection with Condition 6(b)(ii) (Stamp Duty etc.) as payable by the relevant Bondholder); (iii) it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and results in (or would, but for the provision of these Conditions relating to rounding or the Custodial Services where failure carry forward of adjustments, result in) an adjustment to do so would have a Material Adverse Effectthe Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made (and for the avoidance of doubt, shall not restrict the Issuer from repurchasing any Shares on the Hong Kong Stock Exchange in accordance with the Listing Rules and applicable law); and (iiiiv) comply with it will use its reasonable endeavours to list and thereafter maintain the Consumer Credit Legislation in connection with the provision listing of the Custodial Services so that Bonds on the Trustee does not personally or in Hong Kong Stock Exchange and if the Issuer is unable to maintain such listing, to use its capacity as trustee of reasonable endeavours to obtain and maintain a listing on another recognised stock exchange and will forthwith give notice to the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act Bondholders in accordance with the terms of any Mortgage Insurance Policies Condition 16 (Notices) and in writing to the extent applicable Trustee and the Principal Agent of the listing or delisting of the Bonds by any such stock exchange. In the Trust Deed, the Issuer has also undertaken with the Trustee that so long as any Bond remains outstanding: (I) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the full number of Shares liable to be issued on conversion of the CustodianBonds from time to time remaining outstanding and shall ensure that all Shares delivered on conversion of the Bonds will be duly and validly issued as fully-paid; and (iiII) it will not do make any offer, issue or omit distribute or take any action the effect of which would be to do anything which, or reduce the omission of which, as Conversion Price below the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights nominal value of the Trustee or Shares of the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the TrusteeIssuer, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure provided always that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian Issuer shall not be liable prohibited from purchasing its Shares to the full extent permitted by law. The Issuer has also given certain other undertakings in the Trust Deed for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default protection of the CustodianConversion Rights.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to The Existing Agent agrees that it will promptly take the Trustee and each Designated Rating Agency following actions if reasonably requested of it becoming aware of by the occurrence of any Custodial Transfer Event; (b) (compliance with law) Successor Agent: (i) maintain in effect execute all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations documents as may be required reasonably requested by the Successor Agent to transfer the rights, interests, remedies and privileges of the Existing Agent under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision Disbursement Agreement and the other Related Documents to the Successor Agent, (ii) take all actions reasonably requested by the Successor Agent or its representatives to facilitate the transfer of Information (as defined below) to the Custodial Services where failure to do so would have a Material Adverse Effect; Successor Agent, and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action actions to assist effectuate the Servicer intent and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms purpose of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effectthis Agreement. (b) The Custodian may ask Existing Agent will, at the Trustee expense of the Borrower, provide to the Successor Agent on or promptly following the Effective Date all Advance Requests, Budgets, Completion Certificates, Construction Consultant Reports and other reports and information from the Construction Consultant, financial statements and material notices and such other reports, certificates and other information as the Successor Agent shall reasonably request, in each case to the extent necessary or appropriate to the Successor Agent’s performance of its obligations under or in connection with the Disbursement Agreement or any other Related Document (the "Information"). Nothing herein shall require the Existing Agent to provide any information related to any threatened or actual litigation by the Borrower or the Manager if Term Lenders against the Existing Agent and/or the Revolving Lenders which is subject to attorney-client privilege. It is the intention and understanding of the Existing Agent and the Successor Agent that any action exchange of information under this Section 5 that is otherwise protected against disclosure by privilege, doctrine or inaction on its part is reasonably likely torule of confidentiality (such information, "Privileged Information") (i) will not waive any applicable privilege, doctrine or willrule of protection from disclosure, (ii) will not diminish the confidentiality of the Privileged Information and (iii) will not be asserted as a waiver of any such privilege, have a Material Adverse Effectdoctrine or rule by the Existing Agent or the Successor Agent. (c) The Custodian may rely upon any statement Immediately following the Effective Date, the Existing Agent shall transfer to an Account maintained by the Trustee or Successor Agent in accordance with the Manager that any action or inaction wire instructions provided by the Custodian is reasonably likely toSuccessor Agent to the Existing Agent all funds on deposit in or to the credit of the Liquidity Account, or willthe Completion Guaranty Proceeds Account, have a Material Adverse Effectthe Resort Payment Account and each other account maintained by Bank of America, as Existing Agent. (d) Subject to paragraph The Existing Agent shall be compensated for all of its reasonable costs and expenses (a)including expenses of its counsel) incurred in connection with performing its obligations under this Section 5 in accordance with the Appointment Order. Notwithstanding the foregoing, the Custodian Existing Agent shall not be liable obligated to take any actions which will result in an expense to the Existing Agent unless arrangements for a breach the payment of this Agreementsuch expense which are reasonably acceptable to the Existing Agent, determined in good faith taking into consideration the ability of the Existing Agent to receive payment for such expenses in accordance with the Appointment Order, have been made. (e) Each of Wilmington and Xxxxxx & Xxxxxx LLP, as counsel to Wilmington, shall be compensated for all fees and expenses owing to it, as set forth in the Successor Agent Fee Letter, the Disbursement Agreement and the Related Documents, or the Cash Collateral Order, as the case may be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by accordance with the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the CustodianAppointment Order.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so The Pledgor shall procure that the Trustee does not personally or in its capacity as trustee of Company shall forthwith upon the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) execution hereof provide the Trustee and Pledgee with a certificate in the Manager on the last Business Day form of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse EffectSchedule 2. (b) The Custodian may ask Pledgor shall procure that no executory seizure (saisie execution/uitvoerend beslag) is made on the Trustee Shares or the Manager if any action or inaction on its part other Pledged Assets, and that any conservatory seizure (saisie conservatoire/bewarend beslag) thereon is reasonably likely to, or will, have a Material Adverse Effectlifted within 60 days of it first being made. (c) The Custodian Pledgor shall co-operate with the Pledgee and sign or cause to be signed all such further documents and take all such further action as the Pledgee may rely upon any statement by from time to time reasonably request to perfect and protect the Trustee or pledge of the Manager that Pledged Assets under Belgian law and to carry out the provisions and purposes of this Agreement. The Pledgee shall not be obligated to request any action or inaction by under this paragraph (c) except upon written instructions from the Custodian is reasonably likely to, or will, have a Material Adverse EffectRequisite Noteholders. (d) Subject to paragraph The Pledgor shall not (ai) dispose of the Shares or any other Pledged Assets except in accordance with the provisions of this Agreement or the Terms and Conditions of Notes, (ii) create any other Lien in respect of the Pledged Assets (irrespective of whether ranking behind the pledge created hereby), nor (iii) permit the Custodian existence or the subsistence of any such Lien, except Permitted Liens imposed by mandatory operation of law. (e) The Pledgor shall not be liable for a breach take any steps, including without limitation to the exercise of any right it has under any agreement pertaining to or in relation with the Pledged Assets, which may jeopardise or adversely affect the security interest constituted in this Agreement, or except as permitted in the Terms and Conditions of Notes. (f) The Pledgor shall use its best efforts to ensure that (i) an extraordinary general meeting of partners of the Company will be liable under any indemnity, held in relation order to any action or inaction on its part, where it has been notified amend article 9 of the articles of association of the Company in such a way that the right of first refusal (voorkeurrecht/droit de preference) and the required approval by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default board of directors (goedkeuringsclausule/clause d'agrement) as presently set forth in said article 9 of the Custodianarticles of association do not apply to an enforcement of the pledge under this Agreement and that (ii) this extraordinary general meeting of partners shall be held as soon as practically possible after Solutia Inc has given its consent to the above mentioned amendment or after the date at which this consent is no longer required in view of the above mentioned amendment.

Undertakings. 4.1 5.1 The custodian's undertakings The Custodian Issuer hereby undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) shall (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have convene a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act valid EGM in accordance with its third amended and restated memorandum and articles of association and seek approval from the terms Issuer’s shareholders for the adoption of any Mortgage Insurance Policies to the extent applicable to the Custodian; and Fourth A&R M&A and (ii) not do cancel, adjourn or omit postpone such EGM unless (a) circumstances not related to do anything whichany transactions contemplated in the Transaction Documents arise, which prevent the EGM from being held, or (b) the omission of which, as SF Party is not able to attend and/or vote for the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights adoption of the Trustee Fourth A&R M&A at the EGM, in which case the Issuer shall use its commercially reasonable efforts to convene a new EGM in accordance with its third amended and restated memorandum and articles of association as soon as practicable. 5.2 Sxxxxxx Xxxxxxxxxxx, in his capacity as a majority shareholder of the Issuer, (i) shall appear, in person or by proxy, at the Servicer EGM where approval for the Fourth A&R M&A and the other Transaction Documents is sought, and (ii) shall vote all the Ordinary Shares beneficially owned by each SF Party as of the record date for such meeting in favor of the adoption of the Fourth A&R M&A, the increase in authorized share capital and the and approval of the other Transaction Documents. 5.3 The Issuer hereby undertakes that it will (i) promptly (and in any event no later than 30 days) following the Closing Date, file and cause to become effective a customary shelf registration statement covering the Ordinary Shares issued under the Initial Investment and Further Investment and (ii) use its commercially reasonable efforts to cause such registration statement declared effective by the Commission as soon as practicable following the filing thereof with the Commission. The Issuer undertakes to cause such registration statement to remain effective until the earlier of the date (i) all registrable securities are sold by the holders thereof and (ii) such securities are freely tradable under Rule 144 under the Securities Act without limitation as to volume or manner of sale. 5.4 All parties hereto agree and acknowledge that all remaining obligations arising pursuant to the IAIL Investment Agreement, including (but not limited to) in respect of a Mortgage Insurance Policy the second tranche $25 million funding commitment thereunder (the “SF Second Tranche Funding Commitment”), shall expire as of the Partial Conversion Date, and that such obligations shall be replaced by the SF Participation Rights as set forth in this Investment Agreement. As of the Partial Conversion Date, all parties hereto additionally agree to release and forever discharge each other party from and against any and all claims arising pursuant to the extent those rights relate to a Receivable SF Second Tranche Funding Commitment. 5.5 The parties further agree and acknowledge that the Receivable Rights; (e) (notification) notify Registration Rights Agreement, dated as of March 13, 2024, by and between the TrusteeIssuer and Imagination Aero Investments Ltd. shall remain in full force and effect and that for all purposes under such agreement, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) any securities acquired by the SF Parties pursuant to the SF Participation Right or the SF 12-Month Option shall constitute “Investment Shares” and “Registrable Securities” for all purposes thereunder, (pay taxesii) subject all references to receiving payment from, the “Investment Agreement” thereunder shall include this Investment Agreement and (iii) all references to the “Investment” thereunder shall include any investment by the SF Parties pursuant to the SF Participation Right or being reimbursed bythe SF 12-Month Option. 5.6 As of each of (i) the date of this Agreement and (ii) 10 Business Days prior to each of the Initial Investment Closing Date and the Further Investment Closing Date, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate Mxxxxxx Investor shall provide evidence acceptable to the Custodial Services (other than any Tax on, or measured by reference to, Issuer’s independent registered public accounting firm that the income of a Trust or the Custodian) or where such Taxes are incurred due maximum amount payable to the default or breach Issuer in respect of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing Initial Investment and the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access Further Investment will be available to the Data Base upon reasonable request Mxxxxxx Investor on the Initial Investment Closing Date and during normal business hoursthe Further Investment Closing Date, respectively. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.