Common use of Sharing Agreement Clause in Contracts

Sharing Agreement. 4.1 In accordance with Article 3:166(2) NCC, the share (aandeel) of (i) each Beneficiary in the co-owned right of pledge on the Foundation Collection Account Rights, is equal to the amounts paid into the Foundation Collection Account under or in connection with the Achmea Label Mortgage Receivables up to the relevant Beneficiary Collection Entitlement and (ii) each Investor in the co-owned right of pledge on the Foundation Funding Account Rights, is equal to the amounts paid into the Foundation Funding Account up to the relevant Beneficiary Funding Entitlement. The Collection Foundation and the Beneficiaries hereby agree that the calculation and determination by the Foundation Administrator (or its successor) will be binding in the absence of manifest error, on the Collection Foundation and the Beneficiaries. 4.2 Notwithstanding Clause 4.1 and Clause 11, if the total net proceeds of the foreclosure of the relevant right of pledge on the Foundation Accounts Rights exceed the relevant Beneficiary Collection Entitlement or the relevant Beneficiary Funding Entitlement respectively, as determined by the Foundation Administrator (or its successor or successors), such excess amount will be forthwith paid to the Collection Foundation by the relevant Beneficiary who received (part of) such excess amount and (to the extent relevant and possible) each of the Beneficiaries release in advance its right of pledge on such excess amount. 4.3 To the extent permitted by law and as far as applicable, (i) each of the Beneficiaries hereby waive vis-à-vis each other from requesting division of the co-owned right of pledge on the Foundation Collection Account Rights and (ii) each of the Investors hereby waive vis-à-vis each other from requesting division of the co-owned right of pledge on the Foundation Funding Account Rights. 4.4 The Parties hereby agree that each waiver to request division of the relevant right of pledge shall be valid for a period of five years (such five-year period the "Waiver Period") commencing on the date of this Agreement. Upon termination of a Waiver Period, such Waiver Period will be automatically renewed for a period of five years. 4.5 Upon a breach by any of the Parties of any of its obligations under this Clause 4 or upon any of the arrangements contained in this Clause 4 being dissolved, void, nullified or ineffective for any reason in respect of one of the Parties (including the bankruptcy of one of the Parties), such defaulting Party shall compensate the other Parties forthwith for any and all loss, cost, claim, damage and expense whatsoever (including, without limitation, any reasonable, legal and accounting fees and expenses) such other Parties may incur as a result thereof. 4.6 The Parties hereby agree that in case the Collection Foundation is in default regarding its obligations under this Agreement, in particular Clause 10 towards the Beneficiaries, it will co-operate with the foreclosure of the relevant right of pledge on the respective Foundation Accounts Rights. To the extent required, all Parties will co-operate to create new or additional rights of pledge.

Sharing Agreement. 4.1 In accordance with Article 3:166(2) NCC, the The share (aandeel) of (i) each Beneficiary the Security Trustees in the co-owned first ranking right of pledge on and (ii) the Foundation Collection Account RightsSPVs in the co-owned second ranking right of pledge, is an amount equal to the amounts paid into the Collection Foundation Collection Account Accounts under or in connection with the Achmea Label relevant SPV Mortgage Receivables up to the relevant Beneficiary Collection Security Trustee Entitlement and (ii) each Investor in the co-owned right of pledge on the Foundation Funding Account Rights, is equal to the amounts paid into the Foundation Funding Account up to or the relevant Beneficiary Funding SPV Entitlement, as the case may be, in accordance with Clause 2.1 and Clause 2.2. of the Receivables Proceeds Distribution Agreement. The Collection Foundation Foundation, the SPVs and the Beneficiaries Security Trustees hereby agree that the calculation and determination by the Foundation Administrator ▇▇▇▇▇▇ (or its successor) will be binding in the absence of manifest error, on the Collection Foundation SPVs, the Security Trustees and the BeneficiariesCollection Foundation. 4.2 In case of foreclosure of the first ranking right of pledge on the Receivables, the proceeds of such foreclosure will be divided and distributed to relevant Security Trustee up to the Security Trustee Entitlement (if any) only, which shall be distributed to the relevant account of the Security Trustee and after the Security Trustee Entitlements (if any) relating to the amounts recovered have been paid in full, to each SPV according to the SPV Entitlements which shall be distributed to each SPV. 4.3 In case of foreclosure of the right of pledge in favour of the SPVs on the Receivables only, the proceeds of such foreclosure will be divided and distributed to relevant SPV up to the SPV Entitlement, which shall be distributed to the relevant account of the SPV. 4.4 Notwithstanding Clause 4.1 4.1, Clause 4.2 and Clause 114.3, if the total net proceeds of the foreclosure of the relevant right of pledge on over the Foundation Accounts Rights Receivables exceed the relevant Beneficiary Collection Entitlement or Security Trustee Entitlements and the relevant Beneficiary Funding Entitlement respectively, SPV Entitlements as determined by the Foundation Administrator Achmea (or its successor or successors), such excess amount will be forthwith paid to the Collection Foundation by the relevant Beneficiary SPV or the relevant Security Trustee who received (part of) such excess amount and (to the extent relevant and possible) each of the Beneficiaries Security Trustees and the SPVs release in advance its their first ranking right of pledge and second ranking right of pledge, as applicable, on such excess amount. 4.3 4.5 To the extent permitted by law and as far as applicable, (i) each of the Beneficiaries Security Trustees and the SPVs hereby waive vis-à-vis each other from requesting division of the their co-owned first ranking right of pledge on the Foundation Collection Account Rights and (ii) each of the Investors hereby waive vis-à-vis each other from requesting division of the co-owned second ranking right of pledge on the Foundation Funding Account Rightspledge, respectively. 4.4 4.6 The Parties parties hereby agree that each the waiver to request division of the relevant co- owned pledge right of pledge pursuant to Clause 2 hereof shall be valid for a period of five years (such five-year period the "Waiver Period") commencing on the date the of this Agreement. Upon termination of a Waiver Period, such Waiver Period will be automatically renewed for a period of five years. 4.5 4.7 Upon a breach by any one of the Parties parties to this Agreement, other than the Banks, of any of its obligations under this Clause 4 or upon any of the arrangements agreements contained in this Clause 4 being dissolved, void, nullified or ineffective for any reason in respect of one of the Parties parties (including the bankruptcy of one of the Partiesparties to this Agreement), such defaulting Party party shall compensate the other Parties parties forthwith for any and all loss, cost, claim, damage and expense whatsoever (including, without limitation, any reasonable, legal and accounting fees and expenses) such the other Parties parties may incur as a result thereof. 4.6 4.8 The Parties parties to this Agreement, other than the Banks, hereby agree that that (i) in case the Collection Foundation is in default regarding its obligations under this Agreementobligation to the relevant Security Trustee, in particular Clause 10 towards the Beneficiaries, it SPVs and the other Security Trustees will co-operate with the foreclosure of the relevant first ranking right of pledge on created pursuant to this Agreement and (ii) in case the respective Collection Foundation Accounts Rightsis in default regarding its obligation to any of the SPVs after the termination of the first ranking right of pledge, the other SPVs and the Security Trustees will co-operate with the foreclosure of the right of pledge created in favour of the SPVs pursuant to this Agreement. To the extent required, all Parties parties will co-operate to create new or additional rights of pledgepledge if required.

Sharing Agreement. 4.1 In accordance with Article 3:166(2) NCC, the The share (aandeel) of (i) each Beneficiary the Security Trustees in the co-owned first ranking right of pledge on and (ii) the Foundation Collection Account RightsSPVs in the co-owned second ranking right of pledge, is an amount equal to the amounts paid into the Collection Foundation Collection Account Accounts under or in connection with the Achmea Label relevant SPV Mortgage Receivables up to the relevant Beneficiary Collection Security Trustee Entitlement and (ii) each Investor in the co-owned right of pledge on the Foundation Funding Account Rights, is equal to the amounts paid into the Foundation Funding Account up to or the relevant Beneficiary Funding SPV Entitlement, as the case may be, in accordance with Clause 2.1 and Clause 2.2. of the Receivables Proceeds Distribution Agreement. The Collection Foundation Foundation, the SPVs and the Beneficiaries Security Trustees hereby agree that the calculation and determination by the Foundation Administrator Achmea (or its successor) will be binding in the absence of manifest error, on the Collection Foundation SPVs, the Security Trustees and the BeneficiariesCollection Foundation. 4.2 In case of foreclosure of the first ranking right of pledge on the Receivables, the proceeds of such foreclosure will be divided and distributed to relevant Security Trustee up to the Security Trustee Entitlement (if any) only, which shall be distributed to the relevant account of the Security Trustee and after the Security Trustee Entitlements (if any) relating to the amounts recovered have been paid in full, to each SPV according to the SPV Entitlements which shall be distributed to each SPV. 4.3 In case of foreclosure of the right of pledge in favour of the SPVs on the Receivables only, the proceeds of such foreclosure will be divided and distributed to relevant SPV up to the SPV Entitlement, which shall be distributed to the relevant account of the SPV. 4.4 Notwithstanding Clause 4.1 4.1, Clause 4.2 and Clause 114.3, if the total net proceeds of the foreclosure of the relevant right of pledge on over the Foundation Accounts Rights Receivables exceed the relevant Beneficiary Collection Entitlement or Security Trustee Entitlements and the relevant Beneficiary Funding Entitlement respectively, SPV Entitlements as determined by the Foundation Administrator Achmea (or its successor or successors), such excess amount will be forthwith paid to the Collection Foundation by the relevant Beneficiary SPV or the relevant Security Trustee who received (part of) such excess amount and (to the extent relevant and possible) each of the Beneficiaries Security Trustees and the SPVs release in advance its their first ranking right of pledge and second ranking right of pledge, as applicable, on such excess amount. 4.3 4.5 To the extent permitted by law and as far as applicable, (i) each of the Beneficiaries Security Trustees and the SPVs hereby waive vis-à-vis each other from requesting division of the their co-owned first ranking right of pledge on the Foundation Collection Account Rights and (ii) each of the Investors hereby waive vis-à-vis each other from requesting division of the co-owned second ranking right of pledge on the Foundation Funding Account Rightspledge, respectively. 4.4 4.6 The Parties parties hereby agree that each the waiver to request division of the relevant co- owned pledge right of pledge pursuant to Clause 2 hereof shall be valid for a period of five years (such five-year period the "Waiver Period") commencing on the date the of this Agreement. Upon termination of a Waiver Period, such Waiver Period will be automatically renewed for a period of five years. 4.5 4.7 Upon a breach by any one of the Parties parties to this Agreement, other than the Banks, of any of its obligations under this Clause 4 or upon any of the arrangements agreements contained in this Clause 4 being dissolved, void, nullified or ineffective for any reason in respect of one of the Parties parties (including the bankruptcy of one of the Partiesparties to this Agreement), such defaulting Party party shall compensate the other Parties parties forthwith for any and all loss, cost, claim, damage and expense whatsoever (including, without limitation, any reasonable, legal and accounting fees and expenses) such the other Parties parties may incur as a result thereof. 4.6 4.8 The Parties parties to this Agreement, other than the Banks, hereby agree that that (i) in case the Collection Foundation is in default regarding its obligations under this Agreementobligation to the relevant Security Trustee, in particular Clause 10 towards the Beneficiaries, it SPVs and the other Security Trustees will co-operate with the foreclosure of the relevant first ranking right of pledge on created pursuant to this Agreement and (ii) in case the respective Collection Foundation Accounts Rightsis in default regarding its obligation to any of the SPVs after the termination of the first ranking right of pledge, the other SPVs and the Security Trustees will co-operate with the foreclosure of the right of pledge created in favour of the SPVs pursuant to this Agreement. To the extent required, all Parties parties will co-co- operate to create new or additional rights of pledgepledge if required.