Common use of Retransfer Clause in Contracts

Retransfer. 5.1 Prior to the occurrence of a CBC Event of Default or the delivery of a Notice to Pay, the Transferor may from time to time request a retransfer from the CBC to it of any Transferred Asset and the CBC shall retransfer such Mortgage Receivable, the Beneficiary Rights and the NHG Advance Rights, as the case may be, in accordance with Clause 5.3 below on the first following CBC Payment Date so long as the Asset Cover Test is not breached upon such retransfer. 5.2 Prior to the occurrence of a CBC Event of Default, the Transferor shall request a retransfer of a Mortgage Receivable from the CBC to it if the Transferor or an Originator has an Other Claim or makes a Further Advance, such Further Advance is secured by the same security rights that secure the Mortgage Receivable and such Further Advance does not result in an Eligible Mortgage Receivable. A retransfer of a Mortgage Receivable further to this Clause 5.2 will take place in accordance with Clause 5.3 below so long as the Asset Cover Test is not breached upon such retransfer. 5.3 Subject to the conditions of Clause 5.1 and 5.2 above, the Transferor shall provide the CBC with a Deed of Retransfer and Release in the form set out in Schedule 3, duly executed and completed by or on behalf of the Transferor and detailing all relevant Mortgage Receivables, the Beneficiary Rights and the NHG Advance Rights which are to be assigned therein in the Annex thereto. The CBC and the Security Trustee shall sign such Deed of Retransfer and Release. Completion of such retransfer shall take place by registration of the signed Deed of Retransfer and Release with the Dutch tax authorities by or on behalf of the Transferor, at its own cost and expense, on the first CBC Payment Date after receipt by the Transferor of such signed Deed of Retransfer and Release or such other date as the CBC may direct. 5.4 On the date of signing of the relevant Deed of Retransfer and Release in accordance with Clause 5.3, the CBC or the Security Trustee, as the case may be, shall at the cost of the Transferor: (a) release (opzeggen) the rights of pledge created in relation to such Mortgage Receivable pursuant to the Security Trustee Receivables Pledge Agreement; and (b) if notice has previously been given to the relevant Borrower of the transfer of the relevant Mortgage Receivable to the CBC in accordance with Clause 3 above, give further notice to the Borrower of the retransfer of the relevant Mortgage Receivable. 5.5 On or prior to the relevant Transfer Date on which Transferred Collateral is retransferred, the Transferor shall provide the CBC with the relevant executed deed, as required and customary to effect the retransfer of such Transferred Collateral. 5.6 If the Transferor becomes aware of any event and/or fact which may reasonably give rise to (i) a breach of any Mortgage Receivable Warranty,

Retransfer. 5.1 Prior to the occurrence of a CBC Event of Default or the delivery service of a Notice to Pay, the Transferor may from time to time request a retransfer from the CBC to it of any Transferred Asset and the CBC shall retransfer such Mortgage Receivable, Receivable and the Beneficiary Rights and the NHG Advance Rights, as the case may be, in accordance with Clause 5.3 below on the first following CBC Payment Date so long as the Asset Cover Test is not breached upon such retransfer. 5.2 Prior to the occurrence of a CBC Event of Default, the Transferor Issuer shall request a retransfer of a relevant Mortgage Receivable from the CBC to it the Transferor if the Transferor or an Originator or a New Originator or an investor in the Achmea Hypotheken Platform has an Other Claim or makes Claim, including a Further Advance, such Other Claims or Further Advance Advance, respectively, is secured by the same security rights that secure the Mortgage Receivable and such Other Claim or Further Advance Advance, respectively, does not result in an Eligible Mortgage ReceivableReceivable which is transferred to the CBC. A retransfer of a Mortgage Receivable further pursuant to this Clause 5.2 will take place in accordance with Clause 5.3 below so long as the Asset Cover Test is not breached upon such retransfer. 5.3 Subject to the conditions of Clause 5.1 and 5.2 above, the Transferor shall provide the CBC with a Deed of Retransfer Assignment, Retransfer, Pledge and Release in the form set out in Schedule 3, duly executed and completed by or on behalf of the Transferor and detailing all relevant the Mortgage Receivables, Receivables and the Beneficiary Rights relating to such Mortgage Receivables in the Annex thereto, whereby (i) the Mortgage Receivables and the NHG Advance Beneficiary Rights relating to such Mortgage Receivables which have not been assigned to the CBC prior to the date of such Deed of Assignment, Retransfer, Pledge and Release, are to be assigned therein in and (ii) the Annex theretoMortgage Receivables and the Beneficiary Rights relating to such Mortgage Receivables which are listed on the List of Mortgage Loans attached to the Deed of Assignment, Retransfer, Pledge and Release immediately preceding such Deed of Assignment, Retransfer, Pledge and Release and which are no longer listed on the List of Mortgage Loans attached to such Deed of Assignment, Retransfer, Pledge and Release and exclusive of any Mortgage Receivables which have been fully redeemed, are to be reassigned therein. The CBC and the Security Trustee shall sign such Deed of Retransfer Assignment, Retransfer, Pledge and Release. Completion of such retransfer shall take place by registration of the signed Deed of Retransfer Assignment, Retransfer, Pledge and Release with the Dutch tax authorities by or on behalf of the Transferor, at its own cost and expense, on the first CBC Payment Date after receipt by the Transferor of such signed Deed of Retransfer Assignment, Retransfer, Pledge and Release or such other date as the CBC may direct. 5.4 On the date of signing of the relevant Deed of Retransfer Assignment, Retransfer, Pledge and Release in accordance with Clause 5.3, the CBC or the Security Trustee, as the case may be, shall at the cost of the Transferor: (a) release (opzeggen) the rights of pledge created in relation to such Mortgage Receivable pursuant to the Security Trustee Receivables Pledge Agreement; and (b) if notice has previously been given to the relevant Borrower of the transfer of the relevant Mortgage Receivable to the CBC in accordance with Clause 3 above, give further notice to the Borrower of the retransfer of the relevant Mortgage Receivable. 5.5 On or prior to the relevant Transfer Date on which Transferred Collateral is retransferred, the Transferor shall provide the CBC with the relevant executed deed, as required and customary to effect the retransfer of such Transferred Collateral. 5.6 If the Transferor becomes aware of any event and/or fact which may reasonably give rise to (i) a breach of any Mortgage Receivable Warranty,

Retransfer. 53106437 M 55004903 / 3 5.1 Prior to the occurrence of a CBC Event of Default or the delivery of a Notice to Pay, the Transferor may from time to time request a retransfer from the CBC to it of any Transferred Asset and the CBC shall retransfer such Mortgage Receivable, the Beneficiary Rights and the NHG Advance Rights, as the case may be, in accordance with Clause 5.3 below on the first following CBC Payment Date so long as the Asset Cover Test is not breached upon such retransfer. 5.2 Prior to the occurrence of a CBC Event of Default, the Transferor shall request a retransfer of a Mortgage Receivable from the CBC to it if the Transferor or an Originator has an Other Claim or makes a Further Advance, such Further Advance is secured by the same security rights that secure the Mortgage Receivable and such Further Advance does not result in an Eligible Mortgage Receivable. A retransfer of a Mortgage Receivable further to this Clause 5.2 will take place in accordance with Clause 5.3 below so long as the Asset Cover Test is not breached upon such retransfer. 5.3 Subject to the conditions of Clause 5.1 and 5.2 above, the Transferor shall provide the CBC with a Deed of Retransfer and Release in the form set out in Schedule 3, duly executed and completed by or on behalf of the Transferor and detailing all relevant Mortgage Receivables, the Beneficiary Rights and the NHG Advance Rights which are to be assigned therein in the Annex thereto. The CBC and the Security Trustee shall sign such Deed of Retransfer and Release. Completion of such retransfer shall take place by registration of the signed Deed of Retransfer and Release with the Dutch tax authorities by or on behalf of the Transferor, at its own cost and expense, on the first CBC Payment Date after receipt by the Transferor of such signed Deed of Retransfer and Release or such other date as the CBC may direct. 5.4 On the date of signing of the relevant Deed of Retransfer and Release in accordance with Clause 5.3, the CBC or the Security Trustee, as the case may be, shall at the cost of the Transferor: (a) release (opzeggen) the rights of pledge created in relation to such Mortgage Receivable pursuant to the Security Trustee Receivables Pledge Agreement; andand 53106437 M 55004903 / 3 (b) if notice has previously been given to the relevant Borrower of the transfer of the relevant Mortgage Receivable to the CBC in accordance with Clause 3 above, give further notice to the Borrower of the retransfer of the relevant Mortgage Receivable. 5.5 On or prior to the relevant Transfer Date on which Transferred Collateral is retransferred, the Transferor shall provide the CBC with the relevant executed deed, as required and customary to effect the retransfer of such Transferred Collateral. 5.6 If the Transferor becomes aware of any event and/or fact which may reasonably give rise to (i) a breach of any Mortgage Receivable Warranty,

Retransfer. 5.1 Prior to the occurrence of a CBC Event of Default or the delivery service of a Notice to Pay, the Transferor may from time to time request a retransfer from the CBC to it of any Transferred Asset and the CBC shall retransfer such Mortgage Receivable, Receivable and the Beneficiary Rights and the NHG Advance Rights, as the case may be, in accordance with Clause 5.3 5.5 below on the first following CBC Payment Date so long as the Asset Cover Test is not breached upon such retransfer. 5.2 Prior to the occurrence of a CBC Event of Default, the Transferor Issuer shall request a retransfer of a relevant Mortgage Receivable from the CBC to it the Transferor if the Transferor or an Originator or a New Originator or an investor in the Achmea Hypotheken Platform has an Other Claim or makes Claim, including a Further Advance, such Other Claims or Further Advance Advance, respectively, is secured by the same security rights that secure the Mortgage Receivable and such Other Claim or Further Advance Advance, respectively, does not result in an Eligible Mortgage ReceivableReceivable which is transferred to the CBC. A retransfer of a Mortgage Receivable further pursuant to this Clause 5.2 will take place in accordance with Clause 5.3 5.5 below so long as the Asset Cover Test is not breached upon such retransfer. 5.3 The Transferor shall request a retransfer of any relevant ASR Mortgage Receivable from the CBC if ASR Leven exercises any repurchase right set out in the ASR Mortgage Receivables Purchase Agreements and/or the ASR CBC Master Agreement. 5.4 If, for whatever reason, the Transferor and/or the CBC does not acquire any Further Advance Receivables, Mover Mortgage Receivables and/or Bridge Mortgage Receivables, the Parties acknowledge and agree that ASR may purchase the relevant CBC Receivables from the CBC in accordance with Clause 3.7 of the ASR CBC Master Agreement. 5.5 Subject to the conditions of Clause 5.1 5.1, 5.2 and 5.2 5.3 above, the Transferor shall provide the CBC with a Deed of Retransfer Assignment, Reassignment and Release Pledge in the form set out in Schedule 3, duly executed and completed by or on behalf of the Transferor and detailing all relevant the Mortgage Receivables, Receivables and the Beneficiary Rights relating to such Mortgage Receivables in the Annex thereto, whereby (i) the Mortgage Receivables and the NHG Advance Beneficiary Rights relating to such Mortgage Receivables which have not been assigned to the CBC prior to the date of such Deed of Assignment, Reassignment and Pledge, are to be assigned therein in and (ii) the Annex theretoMortgage Receivables and the Beneficiary Rights relating to such Mortgage Receivables which are listed on the List of Mortgage Loans attached to the Deed of Assignment, Reassignment and Pledge immediately preceding such Deed of Assignment, Reassignment and Pledge and which are no longer listed on the List of Mortgage Loans attached to such Deed of Assignment, Reassignment and Pledge and exclusive of any Mortgage Receivables which have been fully redeemed, are to be reassigned therein. The CBC and the Security Trustee shall sign such Deed of Retransfer Assignment, Reassignment and ReleasePledge. Completion of such retransfer shall take place by registration of the signed Deed of Retransfer Assignment, Reassignment and Release Pledge with the Dutch tax authorities by or on behalf of the Transferor, at its own cost and expense, on the first CBC Payment Date after receipt by the Transferor of such signed Deed of Retransfer Assignment, Reassignment and Release Pledge or such other date as the CBC may direct, evidence of which shall be sent to the CBC and the Security Trustee by the Transferor by no later than five (5) Business Days following the relevant Transfer Date. 5.4 5.6 On the date of signing of the relevant Deed of Retransfer Assignment, Reassignment and Release Pledge in accordance with Clause 5.35.5, the CBC or the Security Trustee, as the case may be, shall at the cost of the Transferor: (a) release (opzeggen) the rights of pledge created in relation to such Mortgage Receivable pursuant to the Security Trustee Receivables Pledge Agreement; and (b) if notice has previously been given to the relevant Borrower of the transfer of the relevant Mortgage Receivable to the CBC in accordance with Clause 3 above, give further notice to the Borrower of the retransfer of the relevant Mortgage Receivable. 5.5 5.7 On or prior to the relevant Transfer Date on which Transferred Collateral is retransferred, the Transferor shall provide the CBC with the relevant executed deed, as required and customary to effect the retransfer of such Transferred Collateral. 5.6 5.8 If the Transferor becomes aware of any event and/or fact which may reasonably give rise to (i) a breach of any Mortgage Receivable Warranty,

Retransfer. ‌ 5.1 Prior to the occurrence of a CBC Event of Default or the delivery of a Notice to Pay, the Transferor may from time to time request a retransfer from the CBC to it of any Transferred Asset and the CBC shall retransfer such Mortgage Receivable, the Beneficiary Rights and the NHG Advance Rights, as the case may be, in accordance with Clause 5.3 below on the first following CBC Payment Date so long as the Asset Cover Test is not breached upon such retransfer. 5.2 Prior to the occurrence of a CBC Event of Default, the Transferor shall request a retransfer of a Mortgage Receivable from the CBC to it if the Transferor or an Originator has an Other Claim or makes a Further Advance, such Further Advance is secured by the same security rights that secure the Mortgage Receivable and such Further Advance does not result in an Eligible Mortgage Receivable. A retransfer of a Mortgage Receivable further to this Clause 5.2 will take place in accordance with Clause 5.3 below so long as the Asset Cover Test is not breached upon such retransfer. 5.3 Subject to the conditions of Clause 5.1 and 5.2 above, the Transferor shall provide the CBC with a Deed of Retransfer and Release in the form set out in Schedule 3, duly executed and completed by or on behalf of the Transferor and detailing all relevant Mortgage Receivables, the Beneficiary Rights and the NHG Advance Rights which are to be assigned therein in the Annex thereto. The CBC and the Security Trustee shall sign such Deed of Retransfer and Release. Completion of such retransfer shall take place by registration of the signed Deed of Retransfer and Release with the Dutch tax authorities by or on behalf of the Transferor, at its own cost and expense, on the first CBC Payment Date after receipt by the Transferor of such signed Deed of Retransfer and Release or such other date as the CBC may direct. 5.4 On the date of signing of the relevant Deed of Retransfer and Release in accordance with Clause 5.3, the CBC or the Security Trustee, as the case may be, shall at the cost of the Transferor: (a) release (opzeggen) the rights of pledge created in relation to such Mortgage Receivable pursuant to the Security Trustee Receivables Pledge Agreement; and (b) if notice has previously been given to the relevant Borrower of the transfer of the relevant Mortgage Receivable to the CBC in accordance with Clause 3 above, give further notice to the Borrower of the retransfer of the relevant Relevant Mortgage Receivable. 5.5 On or prior to the relevant Transfer Date on which Transferred Collateral is retransferred, the Transferor shall provide the CBC with the relevant executed deed, as required and customary to effect the retransfer of such Transferred Collateral. 5.6 If the Transferor becomes aware of any event and/or fact which may reasonably give rise to (i) a breach of any Mortgage Receivable Warranty,, (ii) a Relevant Mortgage Receivable becomes a Defaulted Receivable or