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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 The custodian's undertakings The Custodian Chargor hereby undertakes that at all times during and agrees with the Term Security Trustee for the benefit of the other Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:will:- (a) (notice NO SECURITY INTEREST: not create or attempt or agree to create or permit to exist any Security Interest over all or any part of default) give notice in writing the Collateral or any interest therein unless contemporaneously therewith or prior thereto Indebtedness owing 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 Finance Parties under this Agreement; (ii) comply Deed is equally and rateably secured and no Security Interest purported to be created in breach of this restriction shall take priority over or rank pari passu with all Laws in connection this Deed and with the provision intent of affording the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with Security Trustee further and better security the Consumer Credit Legislation in connection with the provision of the Custodial Services so Chargor agrees and declares that the Trustee does not personally or rule 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇'▇ ------------------------------------------------------------------------------ Manager Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon receipt by any Finance Party of notice (either actual or otherwise) of any subsequent Security Interest affecting the Collateral or upon the presentation of a petition or the Servicer to enter the Premises and inspect the Data Base passing of a resolution in relation to each Relevant Trust the winding up or equivalent action in any jurisdiction of the Chargor, any Finance Party may or the Security Trustee may instruct the Deposit Bank to open new or separate accounts in the name of the Chargor with that Finance Party and if that Finance Party has not in fact opened such new or separate accounts, it shall nevertheless be treated as if it has done so when the relevant event occurred and as from that time all payments made by the Chargor to any Finance Party shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Finance Parties at the time of such event notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to the Chargor's existing accounts on the statements and the Relevant DocumentsFinance Parties shall immediately after the time of such breach have an absolute right of appropriation of such payments; (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 THIRD PARTY RIGHT: not grant in favour of any other person any interest in or the Manager if any action option or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon other rights in respect of 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.Collateral or agree or attempt to do any of the foregoing (except under or pursuant to this Deed);

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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) Guarantor hereby unconditionally and irrevocably guaranties not merely as surety but as primary obligor, the due and punctual: (notice i) performance by Assignee of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware all of the occurrence obligations of the "Beneficiary" under the Operative Documents assumed by Assignee under the Assignment Agreement; (ii) payment of any Custodial Transfer Event;and all sums which are payable by the Beneficiary pursuant to any of the Operative Documents which payment obligations were assumed by Assignee under the Assignment Agreement; and (iii) performance of, observance of and compliance with all other obligations, covenants and undertakings and representations and warranties of, or made by, Assignee in the Assignment Agreement or the Beneficiary contained in or arising under the Operative Documents and assumed by Assignee under the Assignment Agreement (such payments and other obligations referred to in this Section 4(a) hereinafter referred to as the "OBLIGATIONS"). Guarantor agrees that it will not use the assets of any ERISA Plan to fund its payment obligations hereunder. (b) Guarantor agrees that this Guaranty Agreement is an unconditional and absolute guaranty of payment and performance (compliance with lawnot merely collectability) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings that its undertakings hereunder are not contingent upon any Guaranteed Party bringing any action against Assignee or resorting to any security and registrations as may be required under hereby expressly waives any applicable law in order properly to perform or comply with claim that its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do undertakings hereunder are 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 Paymentscontingent. (c) Guarantor irrevocably waives promptness, diligence, demand, and all notices whatsoever as to the Obligations guaranteed hereby, and any other circumstances which might otherwise constitute a defense available to it, or a discharge of it (Material Default) if other than the defense of payment or performance), and agrees that it shall not be required to consent to or receive any notice of any amendment or modification of, or waiver, consent or extension with respect to, the Purchase Agreement or the other Operative Documents to which Assignee is 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;party that may be made or given as provided herein or otherwise. (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies Guarantor further agrees 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 expenses (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 all fees and disbursements of counsel) that may be paid or incurred by any Guaranteed Party in enforcing any rights 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 doesrespect to, or does not docollecting, will have any Material Adverse Effector all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty Agreement. (be) The Custodian Guarantor understands and agrees that its obligations hereunder shall be construed as continuing, absolute and unconditional without regard to (i) the validity, regularity or enforceability of any Operative Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may ask at any time be available to or be asserted by the Trustee Assignee against any Guaranteed Party, or (iii) any other instances whatsoever (with or without notice to or knowledge of the Assignee or the Manager if any action or inaction on its part is reasonably likely toGuarantor) that constitutes, or willmight be construed to constitute, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by an equitable or legal discharge of Assignee for the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely toObligations, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of Guarantor under this Guaranty Agreement, in bankruptcy or be liable under in 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 Custodianother instance.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (notice of default1) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of include 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 material 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 the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trusteesecurities offered therein, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (g3) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract to remove 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 registration by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income means of a Trust or post-effective amendment any of the Custodian) or where such Taxes are incurred due to securities being registered which remain unsold at the default or breach termination 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 Effectoffering. (b) The Custodian may ask undersigned registrant hereby undertakes that, for purposes of determining any liability under the Trustee Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Manager if any action or inaction on its part Securities Exchange Act of 1934 that is reasonably likely toincorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, or will, have a Material Adverse Effectand the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The Custodian Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may rely upon any statement be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trustee registrant of expenses incurred or paid by a director, officer, or controlling person of the Manager that registrant in the successful defense of any action action, suit or inaction proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the Custodian is reasonably likely to, or will, have a Material Adverse Effectfinal adjudication of such issue. (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 Pledgor undertakes that at all times during as long as this Agreement and the Term it willPledge shall remain in force, that: 5.1 it will not place or permit any Financial Instruments to be placed in an account other than the Pledged Account; 5.2 it shall not, without the prior consent (anot to be unreasonably withheld or delayed) (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) European Collateral Agent, (i) maintain in effect all qualificationsassign, consentstransfer, licenses, permits, approvals, exemptions, filings and registrations as may be required under exchange or otherwise dispose of any applicable law in order properly to perform of the Financial Instruments or comply with its obligations under this Agreement; (ii) comply incur or create or permit to subsist any third party interests (including encumbrances, pre-emptive rights, options and similar arrangements) with all Laws in connection with the provision respect to any of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with Financial Instruments. If such consent is granted, the Consumer Credit Legislation in connection with European Collateral Agent shall promptly sign all documents and instruments necessary for the provision release of the Custodial Services so that the Trustee does not personally security interest created hereunder over any Financial Instruments to be transferred 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 encumbered in accordance with this Clause 5.2; 5.3 it shall take all the terms reasonably necessary steps to defend its rights in respect of each of the Financial Instruments against any claim or demand of any Mortgage Insurance Policies person in order 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 safeguard the rights of the Trustee European Collateral Agent over the Pledged Account and shall promptly keep the European Collateral Agent informed of any such claim or demand; 5.4 it shall at all times, at its expense, promptly approve, execute and deliver (or procure to be approved, executed and delivered) all decisions, instruments and documents, and take (or procure) all actions as may be reasonably necessary or appropriate, or as the European Collateral Agent may reasonably require, to perfect or protect any security interest granted or purported to be granted hereby or to enable the European Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Account; 5.5 it shall not exercise the voting rights attached to any of the Financial Instruments in a way which would be likely to materially adversely affect any of the rights of the European Collateral Agent under this Agreement or the Servicer under or value of the Pledge created over the Pledged Account by virtue of this Agreement; and 5.6 it shall procure that the Company shall provide to the European Collateral Agent, upon demand, any information as the European Collateral Agent may reasonably require, reports and records in respect of the Pledged Account, including a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; “certificate of pledge” (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 attestation de constitution de ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or ) and the Servicer to enter the Premises Pledgor shall sign all documents and inspect the Data Base take all actions reasonably necessary 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 hoursthereto. 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 7.1 The custodian's undertakings The Custodian undertakes Mortgages Trustee and Funding 1 undertake that they will at all times during (or will direct the Term Servicer at all times to) administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller's Policy (for so long as it willexists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Charge in respect of such Loan and its Related Security if, in the Mortgages Trustee's reasonable opinion, such waiver is reasonably necessary in order to effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to a Variable Rate, to a Tracker Loan. 7.2 The Seller hereby undertakes to the Mortgages Trustee and the Funding Companies that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and the Funding Companies harmless against any such claims and to indemnify the Mortgages Trustee and the Funding Companies on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and the Funding Companies in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller, the Mortgages Trustee and the Funding Companies undertake to each other and to the Funding Security Trustees that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) (notice of default) give notice in writing any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to the Seller's Variable Rate for that particular type of Loan (and not a rate set by the Seller's successors or assigns or those deriving title from them); or (d) the variable margin above the Bank of England base rate under any other Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (e) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee and each Designated Rating Agency of it becoming aware as a result of the occurrence Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or the Mortgages trustee for that Borrower as a result of the Seller having more than one variable rate; or (g) there has been a breach of or non-observance or non-compliance with any Custodial Transfer Eventobligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at the Beneficiaries' direction (subject to the prior written consent of the Funding Security Trustees and/or the Funding Companies), the Mortgages Trustee will serve upon the Seller a Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.12 (but, in the case of a determination in respect of (b) above, only if, at any time on or after such determination, the Seller's Variable Rate shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller undertakes to the Mortgages Trustee, the Funding Companies and the Funding Security Trustees that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Mortgages Trustee or the Funding Companies, prejudice the interests of the Mortgages Trustee or the Funding Companies in the Portfolio; (b) (compliance with law) (i) maintain shall promptly notify the Mortgages Trustee, the Funding Companies and the Funding Security Trustees in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings writing if it receives written notice of any litigation or claim calling into question in any material way the Seller's or the Mortgages Trustee's title to any Loan comprised in the Portfolio or its Related Security or if its board of directors becomes aware of any material breach of any of the Representations and registrations as may be required under any applicable law in order properly to perform Warranties or comply with its other obligations under this Agreement; (iic) comply with all Laws in connection with the provision of the Custodial Services where failure shall, if reasonably required so to do so would have a Material Adverse Effect; and (iii) comply with by the Consumer Credit Legislation Mortgages Trustee or the Funding Security Trustees, participate or join in connection with any legal proceedings to the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable extent necessary to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivableprotect, take all reasonable action to assist the Servicer preserve and the Trustee to enforce the relevant Receivable and Seller's, the Receivable RightsMortgages Trustee's, the Funding Companies' and/or the Funding Security Trustees' title to or interest in any Loan or its Related Security; (d) (Insurance Policies)shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) act the title number to each Property in accordance with respect of which a Mortgage is registered at the terms of any Mortgage Insurance Policies Land Registry to the extent applicable that such title number does not appear in the CD-ROM referred to the Custodian; and in Appendix 1 to this Agreement (ii) not do or omit to do anything which, or the omission of whichor, as the case may be, could be reasonably expected the relevant New Portfolio Notice); and (ii) the title number to prejudicially affect or limit its rights or each Property in respect of which a Mortgage is registered in the rights Land Register of Scotland and the recording county and recording date of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such data does not appear in the CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice). 7.5 The Seller hereby further undertakes to the Mortgages Trustee and the Funding Companies that it is and at all times shall remain solely responsible for funding any Cash Withdrawal (if any) made by a Borrower and for funding any request for any Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) made by a Borrower and, for the avoidance of doubt, none of the Mortgages Trustee or the Servicer under or in respect of a Mortgage Insurance Policy Funding Companies will be required to advance moneys to the extent those rights relate Seller or to a Receivable and Borrower in order to fund such a Cash Withdrawal (if any) or a Further Advance (including, for the Receivable Rights;avoidance of doubt, any Excluded Further Advance) in any circumstances whatsoever. (e) (notification) notify 7.6 On or prior to the date of this Agreement, the Seller shall grant security powers of attorney to the Mortgages Trustee, the Manager Funding Companies and the Servicer Funding Security Trustees in the form set out in Schedule 5 allowing any 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 Mortgages Trustee, the Manager Funding Companies and the Funding Security Trustees and their delegates from time to time (inter alia) to set the Seller's Variable Rate in the circumstances referred to in clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.6 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller's Variable Rate than those set or to be set or required or to be required by the Mortgages Trustee, the Funding Companies or the Funding Security Trustees. 7.7 The Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Seller that it will not (and will direct the Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Mortgages Trustee (or the Servicer, with respect to all matters relating to as applicable) confirming that, having reviewed the Custodial Services relevant product literature and upon reasonable notice and at reasonable times permit the TrusteeMortgage Terms, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or exercise of such right would not be unfair for the Servicer to enter purposes of the Premises and inspect the Data Base Unfair Terms 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 byConsumer Contracts Regulations 1994, the relevant Obligor Unfair Terms in Consumer Contracts Regulations 1999 as amended or being indemnified by (as the Trustee, pay all Taxes that relate to case may be) 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 hoursConsumer Rights Act 2015. 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 14.1 The custodian's undertakings The Custodian undertakes Guarantor warrants that all its payment obligations in connection with this Guarantee shall rank at least equal at all times during the Term it will: with all its other existing and future unsubordinated external indebtedness (a) (notice of default) give notice in writing i.e. indebtedness towards foreign creditors). If and to the Trustee and each Designated Rating Agency of it becoming aware of extent the occurrence Guarantor shall secure other external indebtedness by way of any Custodial Transfer Event;charge on its assets or any of its subsidiaries´ assets, the Guarantor undertakes to secure equally and rateably the Indebtedness, by way of a charge on its assets or any of its subsidiaries’ assets or by way of any other collateral to be accepted by the Lender. (b) (compliance with law) 14.2 The Guarantor (i) maintain in effect all qualificationsundertakes that neither the Guarantor nor any of its affiliates or respective officers, consentsdirectors, licensesemployees or agents acting on its behalf will offer, permitsgive, approvalsinsist on, exemptions, filings and registrations as may be required under receive or solicit any applicable law in order properly illegal payment or improper advantage to perform or comply with its obligations under this Agreement; (ii) comply with all Laws influence the action of any person 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 Project 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 represents and warrants that none of the Trustee aforementioned improper or illegal acts have occurred prior to the Servicer under date of issuance of this Guarantee. 14.3 The issue and performance of this Guarantee are private and commercial acts of the Guarantor. To the extent that the Guarantor may, in any jurisdiction, be entitled to claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in respect aid of execution, before the making 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 judgement 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager award 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 Custodianotherwise) 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, other legal process 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 the enforcement of any action arbitration award, and to the extent that such immunity (whether or inaction on not claimed) may be attributed in any such jurisdiction to the Guarantor or its partassets or revenues, where it has been notified the Guarantor hereby irrevocably agrees not to claim such immunity and hereby irrevocably waives such immunity to the fullest extent permitted by the Trustee or laws of such jurisdiction. 14.4 All levies, fees and other costs accruing in connection with this Guarantee (such as lawyers’ fees and taxes arising thereon), including the Manager that the action or inaction is not reasonably likely tocosts arising in connection with any enforcement of this Guarantee, or will not have a Material Adverse Effect, unless the notification was caused shall be borne by the fraud, negligence or wilful default of the CustodianGuarantor.

Undertakings. 4.1 1. Each Tranche of the Loan shall constitute an unsecured, direct, unconditional and general obligation of the Borrower and will rank at least pari passu with all other present and future unsecured loans and obligations of the Borrower arising from its present or future external indebtedness as defined in Article 8, paragraph 1(f). 2. The custodian's undertakings Borrower undertakes, until such time as all principal under this Loan Agreement has been fully reimbursed and all interest and additional amounts, if any, under this Loan Agreement have been fully paid, with the exception of those encumbrances enumerated under paragraph 4 of this Article, not to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future external indebtedness and any guarantee or indemnity given in respect thereof, unless the Loan at the same time shares pari passu and pro rata in such security. 3. The Custodian Borrower undertakes not to ask for the rescheduling of the Loan or any debt relief with respect to the Loan and recognises that at all times during the Term it willLender shall have the identical legal capacity, immunities and privileges as accorded to international financial institutions. The Borrower further undertakes that, except for the encumbrances provided under paragraph 4 of this Article, no priority over the Lender will be given to any other creditor. 4. The Borrower respecting its undertaking under paragraph 2 may allow exclusively for the following encumbrances: (a1) (notice Encumbrances upon any property incurred to secure the purchase price of default) give notice in writing such property and any renewal or extension of such encumbrance which is limited to the Trustee original property covered thereby and each Designated Rating Agency of it becoming aware which secures any renewal or extension 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 Effectoriginal secured financing; and (iii2) comply with Encumbrances on commercial goods arising in the Consumer Credit Legislation course of ordinary commercial banking 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 Borrower; and (3) Encumbrances securing or providing for the payment of external indebtedness incurred exclusively in order to provide financing for a well defined 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 project; and (4) Any other encumbrances in existence on the date of the 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 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 Borrower. As used in this Article, "financing of a project" means any financing of the acquisition, construction or development of any properties in connection with a project if the provision 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 principal source of repayment for 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 Paymentsmoneys advanced. (c) (Material Default) if a Material Default occurs in respect 5. The Borrower undertakes to a Receivable, take all reasonable action to assist utilise the Servicer and Net Disbursement Amount from the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act Loan 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 Decision and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer Memorandum 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursUnderstanding. 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 so long as any Bond remains outstanding, save with the approval of an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders or with the approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of Bondholders to give such approval: (i) it will use its best endeavours (a) to maintain a listing for all times during the Term issued Shares on the HKSE, and (b) to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights attaching to the Bonds on the HKSE, and (c) if the Issuer is unable to obtain or maintain such listing, to use its best 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 determine (and notify in writing to the Trustee) and will forthwith give notice to the Bondholders in accordance with Condition 11 of the listing or delisting of the Shares (as a class) by any of such stock exchange; (ii) it willwill use its best endeavours to maintain the listing of the Bonds on the SGX-ST and if the Issuer is unable to maintain such listing or such listing is unduly onerous, to use its best endeavours to obtain and maintain a listing on another internationally recognised stock exchange as the Issuer may from time to time determine (with the prior written consent of the Trustee) and will forthwith give notice to the Bondholders in accordance with Condition 11 of the listing or delisting of the Bonds by any such stock exchange; (iii) it will pay the expenses of the issue of, and all expenses of obtaining listing for, Shares arising on conversion of the Bonds (save for any Taxes specified in Condition 6(B)(ii)); (iv) it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof except: (a) (notice in the event of default) give notice a reduction in writing the share premium account, capital redemption reserve fund or any other part of its share capital for the purposes of offsetting any accumulated loss or any deficit in retained earnings, where such reduction is permitted by applicable law so long as there is no change to the Trustee and each Designated Rating Agency number of it becoming aware Shares in issue as a result of the occurrence of any Custodial Transfer Event;such reduction; or (b) in all other capital reductions, where the reduction is permitted by applicable law and results in (compliance or would, but for the provision of these Conditions relating to rounding or the carry forward of adjustments, result in) an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made. In the Trust Deed, the Issuer has also undertaken with law)the Trustee that so long as any Bond remains outstanding: (i) maintain in effect all qualificationsit will reserve, consentsfree from any other pre-emptive or other similar rights, licenses, permits, approvals, exemptions, filings and registrations as may out of its authorised but unissued ordinary share capital the full number of Shares liable 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 issued on conversion of the Custodial Services where failure Bonds from time to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision time remaining outstanding and shall ensure that all Shares delivered on conversion of the Custodial Services so that the Trustee does not personally or in its capacity Bonds will be duly and validly issued 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 Custodianfully-paid; and (ii) it will not do make any offer, issue, grant 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 par value of the Trustee or Shares, provided always that the Servicer under or in respect of a Mortgage Insurance Policy Issuer shall not be prohibited from purchasing its Shares to the extent those rights relate to a Receivable and permitted by law. The Issuer has also given certain other undertakings in the Receivable Rights; (e) (notification) notify Trust Deed 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; (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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 protection of the CustodianConversion Rights.

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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 4.01 The custodian's undertakings The Custodian undertakes that at all times during the Term it willCustomer undertakes: (a) (notice of default) give notice that the Receivables are and shall be in writing to the Trustee and each Designated Rating Agency of it becoming aware sole beneficial ownership of the occurrence of any Custodial Transfer EventCustomer, free from encumbrances and claims except pursuant to this Assignment; (b) (compliance with law) (i) to perform its obligations under the Arrangement in a prompt and diligent manner, to take all necessary steps which are reasonable and prudent to procure the due performance by the Counterparty of its obligations under the Arrangement, to notify the Bank of any default by the Customer and/or the Counterparty under the Arrangement and to institute and maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations such proceedings as may be required under any applicable law in order properly necessary or expedient to perform enforce the Arrangement or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with preserve or protect the provision interests of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with Customer under 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.Arrangement; (c) to get in and realise the Receivables in the ordinary course of its business and, until notice is given by the Bank under Clause 4.01 (Material Default) if a Material Default occurs h), promptly pay into the Receipt Account all proceeds of the getting in and realisation and all moneys which it may receive in respect of the Receivables forthwith on receipt (except to a Receivablethe extent that the Bank may agree otherwise in writing) and, take all reasonable action pending such payment, to assist hold such proceeds and moneys on trust for the Servicer and the Trustee to enforce the relevant Receivable and the Receivable RightsBank; (d) if so required by the Bank, execute a charge over the Receipt Account (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies such form satisfactory in all respects to the extent applicable Bank) and charge by way of first fixed charge to the Custodian; and (ii) not do or omit Bank all the Customer’s rights, title, interest and benefit of and in all monies standing 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 credit of the Trustee or Receipt Account and all interest from time to time payable thereon and all right, title and interest of the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable Customer, present and the Receivable Rightsfuture, thereto and therein; (e) (notification) notify not to withdraw, assign, charge, encumber, transfer or otherwise dispose of or deal with any part 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 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 monies standing to the Custodial Services credit of the Receipt Account or any interest therein, unless and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 extent 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 Bank shall agree thereto 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.writing;

Undertakings. 4.1 The custodian's undertakings The Custodian 3.1 Each of the Issuer and the Guarantors severally undertakes that at all times during (each with respect to itself unless otherwise specified) with the Term it willJoint Lead Managers that: (a) (notice of default) give notice in writing to it will, and the Trustee Issuer undertakes that it will also procure that each Guarantor will, on or before the Payment Instruction Date execute the Trust Deed and each Designated Rating the Agency of it becoming aware of the occurrence of any Custodial Transfer EventAgreement; (b) (compliance with law) the Issuer, failing which the Guarantors, will bear and pay (i) maintain any stamp or other duties or taxes on or in effect all qualificationsconnection with the issue and delivery of the Notes and the execution and delivery of this Agreement, consents, licenses, permits, approvals, exemptions, filings the Trust Deed and registrations as may be required the Agency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commissions 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 in connection with neither the provision Issuer nor any Guarantor will, between the date of this Agreement and the Closing Date (both dates inclusive), without the prior approval of the Custodial Services where failure Joint Lead Managers, make any announcement which might reasonably be expected to do so would have a Material Adverse Effect; and (iii) comply with material adverse effect on the Consumer Credit Legislation in connection with the provision marketability of the Custodial Services so that Notes, except where such announcement is required to be made forthwith by applicable laws and/or regulations, in which case it will (to the Trustee does not personally or extent permitted by applicable laws and regulations and in its capacity as trustee of circumstances where giving such prior notice lawfully in due time is reasonably practicable) give prior written 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 RightsJoint Lead Managers; (d) between the date of this Agreement and the date falling 60 calendar days after the Closing Date (Insurance Policiesboth dates inclusive) , none of the Issuer, any Guarantor, any other Subsidiary (ias such term is defined in the Conditions) act of the Issuer or any arranger, underwriter, manager or other institution or other person engaged by the Issuer or the Guarantors or any Subsidiary or acting on its or their behalf will launch any public offering of any debt securities of the Issuer, any Guarantor or any Subsidiary in accordance the international or domestic financial markets, except 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 prior written consent of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy Joint Lead Managers, such consent not to the extent those rights relate to a Receivable and the Receivable Rightsbe unreasonably withheld; (e) (notification) notify it will deliver to the TrusteeJoint Lead Managers, without charge, on the Manager date of this Agreement, and from time to time, such number of copies of the Servicer Prospectus as the Joint Lead Managers may reasonably request, and will give to the Joint Lead Managers on the date hereof a copy of any event which it reasonably believes is likely to have the Prospectus signed by a Material Adverse Effect promptly after becoming aware duly authorised officer or signatory of such eventthe Issuer and each Guarantor; (f) (provide information and access prior to admission of the Notes to trading on request) as soon as reasonably practicable after being requested so to dothe regulated market of the Luxembourg Stock Exchange, provide information reasonably requested by the Trustee, the Manager it will not make any amendment or the Servicer, with respect to all matters relating supplement to the Custodial Services and upon reasonable notice and at reasonable times permit Prospectus without the Trustee, prior consent of the ------------------------------------------------------------------------------ Page Joint Lead Managers (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager such consent not to be unreasonably withheld or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documentsdelayed); (g) (Report Record of Movements) provide the Trustee and Issuer will use 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 Documents;the Notes in the manner specified in the Prospectus; and (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 or the Guarantors) comply with all its obligations under for the purpose of financing the activities of any Transaction Document to which it is a party; (i) (pay taxes) person or for the benefit of any country currently subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified any U.S. sanctions administered by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income Office 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 Foreign Assets Control of the CustodianU.S. Department of the Treasury (OFAC).

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 In addition to the Trustee undertakings set out in Clause 6 (Representations, Warranties and each Designated Rating Agency of it becoming aware Undertakings) of the occurrence General Terms, until such time as all commitments of any Custodial Transfer Event; ESM under the Agreement have ceased, all Financial Assistance has been fully reimbursed and all interest and additional amounts (bif any) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required due 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 Agreement 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 Trusteebeen fully paid, 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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;following undertakings shall apply: (i) (pay taxesRecapitalisation Fund Boards observer) subject The Beneficiary Member State and the Recapitalisation Fund respectively undertake that in the event that a disbursement of Financial Assistance is disbursed directly to receiving payment fromthe Recapitalisation Fund (at the request of the Beneficiary Member State) or the Beneficiary Member State uses a disbursement of Financial Assistance to provide financing to the Recapitalisation Fund, then, during the period when such Financial Assistance is outstanding and has not been reimbursed, the Beneficiary Member State shall procure and the Recapitalisation Fund shall permit ESM to appoint an observer to observe the discussions of each Recapitalisation Fund Board, provided that: (A) ESM’s observer shall not be required to observe every or any discussion of either Recapitalisation Fund Board and may select which discussions to observe in its discretion; and (B) such observer shall enter into a confidentiality undertaking with the Recapitalisation Fund in the customary form (if any) required by the Recapitalisation Fund. (ii) (Changes to Recapitalisation Fund Laws) The Beneficiary Member State undertakes that: (A) any changes which are needed to any Recapitalisation Fund Laws or to other laws or regulations of the Beneficiary Member State, in order to give full effect to the obligations of any of the Beneficiary Member State and the Recapitalisation Fund under the Agreement, the Resolution Fund under any Resolution Loan, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to give full effect 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 NoticeMoU, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice;to: (l1) provide security to ESM or to confer on ESM valid, enforceable and irrevocable third party rights (insurancesif applicable); or (2) ensure that perform undertakings (including information undertakings), shall be promptly implemented following consultation with ESM (in consultation with the Premises are appropriately insured for fire and public risksCommission, and that it has appropriate directors and officers insuranceECB and, where appropriate, the IMF); and (mB) other than as required: (Data Base1) maintain under paragraph (A) boven; and/or (2) in order to give effect to any directive, regulation or other law of the Data Base collectedEU, held or stored by it in relation shall not make any change to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access any Recapitalisation Fund Law where such change to the Data Base upon reasonable request and during normal business hoursrelevant Recapitalisation Fund Law adversely affects ESM’s rights or interests under the Agreement. 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 custodianUnless otherwise provided for in any Finance Document or with the Security Agent's prior written consent and without prejudice and in addition to the undertakings The Custodian under the Facilities Agreement and in addition to the obligations set out elsewhere in this Agreement, each of the Subordinated Lender and the Company hereby undertakes that at all times during to the Term it willSecurity Agent and the Secured Parties as of the Effective Time as follows: (a) to promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Security Agent may reasonably request or that are required as a matter of law, in order to (notice of defaulti) give notice in writing to perfect, protect, secure, maintain and enforce the Trustee Subordination and each Designated Rating Agency of it becoming aware any security created under this Agreement, (ii) facilitate the exercise of the occurrence of Security Agent's and Secured Parties' rights and remedies under this Agreement and (iii) enable the Security Agent and the other Secured Parties to transfer and assign this Agreement or any Custodial rights or obligations hereunder in accordance with Clause 13.10 (Transfer Eventand Assignment); (b) (compliance with law) (i) maintain in effect all qualificationsnot to do or permit to be done anything which would adversely affect the priority, consentsranking, licenseslegality, permits, approvals, exemptions, filings and registrations as may validity or enforceability of the Subordinated Claims or the Subordination created or expressed to be required under any applicable law in order properly created 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 not to a Receivable, take all reasonable action to assist assign or pledge or otherwise dispose of or encumber the Servicer and the Trustee to enforce the relevant Receivable and the Receivable RightsSubordinated Claims; (d) to promptly notify the Security Agent of the occurrence of an event of default or potential event of default (Insurance Policies) (ihowever described) act in accordance with the terms under or breach of any Mortgage Insurance Policies to of the extent applicable to Shareholder Loan Agreements which has or would have a material adverse effect on validity or enforceability of the Custodian; and (ii) not do or omit to do anything whichSubordinated Claims, 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 RightsSubordination created hereunder; (e) (notification) to notify the Trustee, Security Agent promptly upon request of the Manager and the Servicer amount of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event;its outstanding Subordinated Claims; and (f) (provide information and access on request) to immediately inform in writing persons such as soon as reasonably practicable after being requested so to do, provide information reasonably requested by a bankruptcy liquidator or an administrator in case of a moratorium or persons making an attachment of the Trustee, existence of the Manager or rights of 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust Security Agent 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 Secured Parties pursuant 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 8.1 The custodian's undertakings The Custodian Borrower undertakes that to the Lender (or, in case of Clause 8.1.13, the Lender undertakes to the Borrower) to comply with the following provisions of this Clause 8 at all times during the Term it Security Period, except as the Lender may otherwise agree in writing: 8.1.1 the Borrower will (and will procure that each Group Company will) obtain, effect and keep effective all permissions, licences, consents and permits which may from time to time be required: (i) in connection with the Charged Assets; and (ii) to conduct its business; 8.1.2 subject to Clause 8.2, 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 only for its own account the Charged Assets free from all Security Interests; 8.1.3 subject to Clause 8.3, the Borrower will not (and shall procure that each Group Company will not) sell, assign, transfer or otherwise dispose of the Charged Assets or any of its other 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 will provide to the Lender (on a Group consolidated basis) with: (i) the following information by way of a monthly report: (a) (notice details of default) give notice in writing any changes to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence management/directors of any Custodial Transfer EventGroup Company; (b) details of any Group Company incorporated or acquired or proposed to be incorporated or acquired on or after the date of this Loan Agreement; and (compliance ii) such other information (financial or otherwise) as the Lender may request (acting reasonably) from time to time concerning any Group Company and its affairs (including, without limitation, information concerning the Charged Assets, its assets from time to time and any request (acting reasonably) for amplification or explanation of any item in the financial statements, budgets or other material provided by the Borrower under this Loan Agreement); 8.1.5 the Borrower will provide to the Lender all documents, confirmations and evidence required by the Lender and necessary to satisfy its “know your customer” requirements or similar identification checks in order to meet its obligations from time to time under applicable money laundering, or similar, laws and regulations; 8.1.6 the Borrower will provide the Lender (on a Group consolidated basis) with lawits monthly consolidated management accounts and any Group management accounts (each certified by a director) as fairly presenting the data reflected, at the earlier of: (i) thirty (30) calendar days of the end of each calendar month; or (ii) when such information is provided to any shareholder or investor in the Borrower (to include notification of the commencement of litigation by or against the Borrower) and the Borrower will also provide copies of any announcement made public by the Borrower (or any Group Company) concerning dividends, annual or interim financial positions and affairs of the Borrower (or any Group Company), and copies of any other documents required to be filed with applicable statutory or regulatory authorities or agencies in relation to the activities of the Borrower (or any Group Company); 8.1.7 the Borrower will provide the Lender (on a Group consolidated basis) with annual audited (if applicable) financial statements at the earlier of (i) provision of such statements to any shareholder or investor in the Borrower or (ii) within one hundred and eighty (18o) calendar days of the end of each fiscal year of the Borrower, in each case including a statement of operations, balance sheet, statement of cash flows and shareholders’ equity, certified by a firm of chartered accountants of recognised national standing; 8.1.8 the Borrower will before the start of each financial year and in any event within ten (10) calendar days of their approval by its board of directors, provide the Observer (on a Group consolidated basis) with a budget showing: (i) a projected consolidated balance sheet as of the end of each financial year; (ii) a projected profit and loss account; and (iii) a cash flow forecast for the forthcoming financial year (a “Budget”); 8.1.9 the Borrower will provide the Observer (on a Group consolidated basis) with any revised version of a Budget previously provided to the Lender pursuant to Clause 8.1.8 within ten (to calendar days) of the approval by its board of directors of such revised Budget; 8.1.10 the Borrower will provide the Observer with (and shall procure, following the occurrence of an Event of Default, that each Group Company will provide the Observer with) copies of all board packs, notices, minutes, consents and other material that it provides to its board of directors at the same time they are to its board of directors; 8.1.11 the Borrower will provide the Lender with (and shall procure, following the occurrence of an Event of Default, that each Group Company will provide the Lender with) all documents dispatched by the Borrower and each Group Company to its shareholders, or its creditors generally at the same time as they are dispatched; 8.1.12 the Borrower will grant (and shall procure, following the occurrence of an Event of Default, that each Group Company will grant) the Lender the right to have a representative to meet with its managing director and finance director once every six months throughout the Security Period to review and discuss the operating performance and financial condition of the Group. In addition, the Lender shall be entitled to have a representative attend all meetings of the Borrower’s (and shall procure, following the occurrence of an Event of Default, each Group Company’s) board of directors in a non-voting observer capacity (the “Observer”). The Borrower agrees (and shall procure, following the occurrence of an Event of Default, that each Group Company agrees) to give notice of all board meetings to the Lender (to the extent it has not already given this to the Observer) at the same time as to its board of directors. The Lender agrees that, upon written request of the Borrower, it will promptly replace the Observer if the Borrower has reasonable grounds for such request (with details of such grounds being provided to the Lender with any such request); 8.1.13 the Lender shall procure that the Observer will, prior to receiving any information to be provided under this Loan Agreement, enter into confidentiality, discretion and no-trade commitments in form and substance satisfactory to the Borrower and the Lender shall further procure that the Observer shall upon request of the board of directors, in case of a conflict of interest in respect of any topic discussed on a meeting of any board of directors, leave the meeting for the period during which such topic is discussed and not receive any information relating thereto; 8.1.14 the Borrower will (and will procure that each Group Company will) maintain in force and promptly obtain or renew, and will promptly send certified copies to the Lender of, all consents required: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings for the Borrower and registrations as may be required under any applicable law in order properly each Group Company to perform or comply with its obligations under the Loan Documents, as relevant; (ii) for the validity or enforceability of the Loan Documents; and (iii) for the Borrower and each Group Company to continue to own the Charged Assets, and the Borrower will, and will procure that each Group Company will, comply with the terms of all such consents; 8.1.15 the Borrower will notify the Lender as soon as it becomes aware of: (i) the occurrence of an Event of Default; or (ii) any matter which indicates that an Event of Default has occurred, may have occurred or is likely to occur, and will thereafter keep the Lender fully up to date with all developments; 8.1.16 the Borrower will (and shall ensure that each Group Company will) maintain adequate risk protection through insurances on and in relation to its business and assets to the extent reasonably required on the basis of good business practice taking into account, inter alia, its (and any Group Company’s) financial position and nature of operations. All insurances must be with reputable independent insurance companies or underwriters; 8.1.17 the Borrower shall not (and shall ensure that no Group Company will) incur or allow to remain outstanding any Financial Indebtedness, except: (i) under this Loan Agreement; (ii) comply with all Laws Existing Financial Indebtedness; (iii) subject to Clause 8.1.26, where a Group Company is lending to or borrowing from the Borrower or another Group Company; (iv) non-speculative hedging transactions entered into in the ordinary course of business in connection with protection against interest rate or currency fluctuations; or (v) arising in the provision ordinary course of business with suppliers of goods or services with a maximum duration of one hundred and eighty (180) days; (vi) prior to the Custodial Services where failure occurrence of an Event of Default, finance leases entered into by Group Companies in an aggregate amount, at any time, of up to do so would have a Material Adverse Effect$400,000; (vii) in an aggregate amount, at any time, for all Group Companies of up to $ioo,000; and (iiiviii) comply with performance bonds, advance payments, rental guarantees or similar instruments) entered into in the Consumer Credit Legislation ordinary course of business in connection with an aggregate amount (excluding 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 amount of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do bond 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base surety issued in relation to each Relevant Trust and the Relevant Documentsa Group pension fund or leasehold improvement), at any time, for all Group Companies of up to $250,000; (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 by8.1.18 notwithstanding Clause 8.1.17, the relevant Obligor Borrower shall not (and shall ensure that no Group Company will) incur or being indemnified by the Trustee, pay all Taxes that relate allow to the Custodial Services remain outstanding any Financial Indebtedness (other than the Existing Financial Indebtedness) owing to any Tax onshareholder of a Group Company (excluding other Group Companies) or any persons or companies related to them, or measured by reference tounless such Financial Indebtedness is on terms (including interest, repayment and subordination) satisfactory to the Lender; 8.1.19 subject to Clause 8.2, the income of a Trust Borrower shall not (and shall ensure that no other Group Company will) create or the Custodian) or where such Taxes are incurred due permit 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 subsist any Security Interest over any Assetof its assets; 8.1.20 subject to Clause 8.2, 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; (kii) (comply with Supplementary Terms Notice) comply with sell, transfer or otherwise dispose of 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 Noticeof its receivables; (liii) 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 (insurancesiv) 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; 8.1.21 the Borrower will not (and shall ensure that no other Group Company will) declare and/or make or agree to make (whether in the Premises are appropriately insured relevant constitutional documents or otherwise) any distribution by way of dividend or otherwise without the prior written consent of the Lender, except for fire a distribution by a Group Company to a Material Group Company; 8.1.22 the Borrower shall be responsible for all costs associated with the Charged Assets including all tax assessments, insurance premiums, operating costs and public risksrepair and maintenance costs as well as any fees associated with registering of any Security Interest granted in connection with this Loan; 8.1.23 the Borrower shall at the request of the Lender (acting reasonably) from time to time (and shall procure that each Group Company shall) promptly 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 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; and/or (iii) exercise the powers conferred on the Lender or a receiver or administrator appointed under any Security Document, from time to time; 8.1.24 subject to Clause 8.3, the Borrower shall not (and shall procure that each Group Company shall not) by one or a series of transactions, whether related or not and whether at one time or over a period of time, sell, lease, convey, transfer, assign, license or otherwise dispose of or deal with all or any material part of its property, assets or undertaking, including (but not limited to) by any form of sale and leaseback, invoice discounting or factoring PROVIDED THAT in the case of the Intellectual Property of a Group Company, the relevant Group Company may, in the normal course of business and on an arm’s length basis for good and valuable consideration, grant non-exclusive licenses and sublicenses of the Intellectual Property to third parties; 8.1.25 subject to Clause 8.3, the Borrower shall (and it shall procure each Group Company shall) : (i) preserve and maintain the subsistence and validity of all Intellectual Property necessary for its business; (ii) use reasonable endeavours to prevent, and that take action against, any infringement in any material respect of the Intellectual Property necessary for its business; (iii) prosecute and maintain all applications and registrations in place in respect of the Intellectual Property which it has appropriate now or makes hereinafter and pay all registration fees and taxes necessary to maintain such Intellectual Property in full force and effect and record its interest in such Intellectual Property unless such Intellectual Property has been the subject of a valid resolution of a quorate and duly-convened meeting of the board of directors confirming that any such Intellectual Property are either (i) immaterial or (ii) no longer required in the ordinary course of the Group’s business; (iv) not use or permit the Intellectual Property necessary for its business to be used in a way or take any step or omit to take any step in respect of such Intellectual Property which may materially and officers insuranceadversely affect the existence or value of such Intellectual Property or imperil the right of the Group to use such Intellectual Property; and (mv) not discontinue the use of such Intellectual Property, unless such Intellectual Property has been the subject of a valid resolution of a quorate and duly-convened meeting of the board of directors confirming that any such Intellectual Property is either (Data Basei) maintain immaterial or (ii) no longer required in the Data Base collectedordinary course of the Group’s business; 8.1.26 the Borrower will (and will procure that each Group Company will) not transfer by way of inter-company loan or otherwise any cash proceeds or cash equivalents to any Group Company that is not a Material Group Company; 8.1.27 the Borrower will (and will procure that each Group Company will) not amend any of the terms of, held or stored increase any amounts owing under, the Existing Financial Indebtedness; 8.1.28 the Borrower shall not (and shall procure that no Group Company shall) acquire any Affiliate (other than by it in relation to each Relevant Trust way of incorporation including, for the avoidance of doubt, acquisition of a shelf company) without the prior written consent or the Lender; 8.1.29 the Borrower shall not (and each Relevant Document andshall procure that no Group Company shall) incorporate any Affiliate (or acquire an Affiliate by way of incorporation including, subject to all applicable lawsfor the avoidance of doubt, provide acquisition of a shelf company) without first notifying the Trustee with access Lender and if the Lender shall so request (acting reasonably) after receipt of such notification, the Borrower shall procure that such Affiliate shall promptly execute and deliver to the Data Base Lender documents (in such form as the Lender may require (acting reasonably)) creating Security Interests in favour of the Lender over all or materially all of the assets of such Affiliate; and 8.1.30 the Borrower shall procure that a resolution is proposed to shareholders of the Borrower to approve Clause 9.1.13, by no later than the Annual General Meeting of Borrower to be held in 2020, in accordance with Article 556 of the Belgian Companies Code (or the successor provision in the Belgian Companies and Associations Code) and shall promptly upon reasonable request and during normal business hourssuch resolution being approved provide a copy of such resolution to the Lender. 4.2 Material adverse effect8.2 Group Companies shall be permitted to have the following Security Interests: (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 8.2.1 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.Security Int

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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 8.1 The custodian's undertakings The Custodian Issuer undertakes to the Seller that it will at all times during (or will direct the Term it willrelevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender). 8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that: (a) (notice of default) give notice in writing any term which relates to the Trustee recovery of interest under the Standard Documentation applicable to a Loan and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event;its Related Security is unfair; or (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable law in order properly to perform caps, discounts and fixed rates) may not be set by any successors or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision assigns of the Custodial Services where failure to do so would have a Material Adverse EffectSeller or those deriving title from it; 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.or (c) (Material Default) if a Material Default occurs in respect to a Receivablethere has been any breach of or non-observance or non-compliance with any obligation, take all reasonable action to assist undertaking, covenant or condition on 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 part 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 Seller relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager interest payable by 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 a Borrower under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment fromLoan, 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 andthen, 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 receipt by the Security Trustee or of a certificate signed by two authorised signatories of the Manager Servicer stating that any action or inaction by the Custodian is reasonably likely to, or will, have such a Material Adverse Effect. (d) Subject to determination has been made under paragraph (a), the Custodian shall not be liable for a breach of this Agreement(b), or (c) above (which the Security Trustee shall be liable under any indemnityentitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in relation which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any action time on or inaction on after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its partor (where the Seller does not have an independent rating) YBS's long-term, where it has been notified unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by the Trustee Moody's or the Manager long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the action or inaction is not reasonably likely to, or will not Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have a Material Adverse Effect, unless an adverse effect on the notification was caused by the fraud, negligence or wilful default ratings of the Custodian.Class A Notes or

Undertakings. 4.1 The custodian's undertakings The Custodian Mortgagor undertakes and agrees with the Mortgagee, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing or the Mortgagee is under any obligation (whether actual or contingent) to make available any further advance or financial accommodation under any Loan Document, that the Mortgagor will, unless the Mortgagee otherwise agrees in writing: 6.1.1 not create or attempt or agree to create or permit to arise or exist any Lien over all or any part of the Security Assets or any interest therein or otherwise assign, deal with or dispose of all or any part of the Security Assets except under or pursuant to this Deed or permitted by the other Loan Documents; 6.1.2 not grant in favour of any other Person any interest in or any option or other rights in respect of any of the Shares; 6.1.3 ensure that no Person (if any) holding any of the Shares as its nominee for the time being does any of the acts prohibited in Section 6.1.1 and/or 6.1.2 above; 6.1.4 procure that the Borrower shall not issue or resolve or agree to issue or grant any option or other right to acquire shares to any Person other than the Mortgagor (and subject always to this Deed); 6.1.5 at all times during remain the Term it will:beneficial owner of the Shares; (a) (notice of default) give notice in writing 6.1.6 procure that no amendment or supplement is made to the Trustee and each Designated Rating Agency memorandum or articles of it becoming aware association of the occurrence Borrower, to any shareholders’ agreement or similar agreement relating to the Borrower or to any other constitutional documents of the Borrower; 6.1.7 procure that no director or secretary of the Company is appointed with effect from the date of this Deed, except with the prior written consent of the Mortgagee, and immediately upon the appointment of any Custodial Transfer Eventnew director or secretary of the Borrower, deposit or procure that there be deposited with the Mortgagee (i) a signed undated letter of resignation by such director or secretary in the form set out in Schedule 3, (ii) signed undated written resolutions of the board of directors of the Borrower in the form of Schedule 4-1, and (iii) a letter of undertaking and authorization executed by such first-mentioned director of the Borrower in the form of Schedule 6-1; (b6.1.8 in the event of any Event of Default has occurred, forthwith upon receipt, procure that all Dividends and any repayments or revenues are paid directly into the Borrower Collection Account or a separate account(s) (compliance with law)designated by the Mortgagee which account is charged in favour of the Mortgagee as security for the Secured Obligations; (i) maintain in effect all qualificationsprocure that the common seal and corporate books of the Borrower, consentsincluding the share certificate book, licensesminutes books and registers of directors, permitsmembers, approvals, exemptions, filings transfers and registrations as Liens 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 inspected by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and Mortgagee upon reasonable notice and at all at such reasonable times during normal business hours and as often as may be reasonably requested; (ii) upon an Event of Default which is continuing, procure that the common seal and corporate books of the Borrower, including the share certificate book, minutes books and registers of directors, members, transfers and Liens are held to the order of the Mortgagee and that the same are delivered to the Mortgagee, on demand by the Mortgagee; 6.1.10 do or permit to be done every act or thing which the Mortgagee may from time to time reasonably require for the purpose of enforcing the rights of the Mortgagee hereunder; 6.1.11 not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Mortgagee’s security hereunder; 6.1.12 not directly or indirectly approve, cause or permit the Trusteeoccurrence of any bankruptcy action with respect to the Borrower or any other Loan Party, unless the ------------------------------------------------------------------------------ Page Mortgagee has consented thereto in writing; and 6.1.13 ensure that at all times this Deed (9and the claims of the Mortgagee against it hereunder) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager shall have the priority which this Deed is expressed to have and obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, licences and consents required in or by the Servicer laws of its jurisdiction of incorporation and/or any other relevant jurisdiction to enable it lawfully to enter the Premises into 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 perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation and Hong Kong and any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the other 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 hoursjurisdiction. 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 As long as any Bond remains outstanding, the Issuer undertakes that at all times during the Term it willto: (a) (notice Not to be subject, in general, to a tax authority other than Belgium, with the exception of default) give notice in writing to its current and future foreign permanent establishments or taxable presence within the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventEuropean Economic Area; (b) Once the Bonds are admitted to negotiation on the regulated market of NYSE Euronext Brussels (compliance with lawon or before the Issue Date) , (i) to provide the exchange with all documents, information and undertakings and to publish all communications or any other material considered as useful for the realisation and maintenance of such admission and (ii) to ensure the maintenance of such admission as long as the Bonds remain in circulation; if the Bonds are not or are no longer admitted to negotiation on the regulated market of NYSE Euronext Brussels, the Issuer will immediately take all reasonable measures in respect of the admission of the Bonds for the negotiation on a regulated market of the European Economic Area; (c) To maintain in effect or to obtain all qualificationsthe necessary authorisations, consents, licenses, permits, approvals, exemptions, filings registrations (i) for the Issuer to duly issue the Bonds, to enjoy the rights granted and registrations as may be required under any applicable law in order properly to perform or comply with its respect the obligations under this Agreement; arising from them, (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 ensure that such obligations are legal, valid and enforceable and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so to ensure that the Trustee does not personally or Bonds are admitted as evidence in its capacity as trustee front 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 RightsBelgian courts; (d) (Insurance Policies) Ensure that (i) act the Gearing and (ii) the Consolidated Gearing, is below 65 per cent, in accordance with the terms of any Mortgage Insurance Policies to REIT Royal Decree. However, should the extent applicable to REIT Royal Decree increase this ratio, the Custodian; and Issuer shall still respect this Condition 5.10 (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 Rightsd); (e) (notification) notify Ensure that 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 eventInterest Cover exceeds 1,5:1; (f) (provide information and access on request) Not to create or have outstanding and, as soon far as reasonably practicable after being requested so to doany Subsidiary is concerned, provide information reasonably requested by the Trusteeprocure that no Subsidiary creates or has outstanding any Security, the Manager upon or the Servicer, with respect to all matters relating the whole or any part of their present or future business, undertakings, assets or revenues (including any uncalled capital) which together with any other Security granted by the Issuer or any of its Subsidiaries would encumber assets whose global value would exceed 20% of the Global Fair Value of the Real Estate Assets owned by the Issuer and its Subsidiaries; (g) Not to enter into any demerger, merger, contribution of branches of activities or a generality of assets, or any corporate action assimilated to these (hereafter jointly referred to as Restructuring), except for (i) intra group Restructurings on a solvent basis at the level of the Subsidiaries of the Issuer, (ii) for Restructurings on a solvent basis involving the Issuer and one or more companies operating in the real estate sector (be it a Subsidiary or not) to the Custodial Services extent the Issuer is the absorbing or acquiring entity and upon reasonable notice (iii) for mergers involving the Issuer and at reasonable times permit another REIT, whereby such REIT or a newly incorporated REIT is the Trusteeabsorbing entity, provided, in this latter case, that such merger has been approved by a General Meeting of Bondholders (prior to the ------------------------------------------------------------------------------ Page filing of any merger proposal), with the quorum and majority requirements as set out in Article 574 of the Companies Code, it being understood that the Issuer, its Subsidiaries, any member of the Family ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ (9) Custodian Agreement defined as ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and their respective descendants) and any significant shareholder (i.e. any shareholder having to disclose a major holding pursuant to the Servicer applicable legislation) shall in any event not be entitled to enter the Premises vote at such meeting should they hold Bonds (Restructurings mentioned under (i), (ii) and inspect the Data Base in relation (iii) above are referred 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 Documentsas Permitted Restructurings); (h) Use its best endeavours to (comply i) procure that the Change of Control Resolutions be passed at the next general meeting of the Shareholders of the Issuer and (ii) file a copy of the resolutions as aforesaid promptly thereafter with other obligationsthe Clerk of the Commercial Court of Dendermonde (griffie van de rechtbank van koophandel/ greffe du tribunal de commerce) comply with all its obligations under any Transaction Document to which it is a partyand by 15 June 2014 at the latest; (i) (pay taxes) subject Not to receiving payment from, incur or being reimbursed by, allow to remain outstanding any Personal Security covering any Financial Indebtedness of any person which is not a member of 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 paidIssuer Group; (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 Promptly inform 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 Bondholders of the Custodianoccurrence of any Event of Default (and the steps, if any, being taken to remedy it).

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) The Lender may at its sole discretion deduct from sums to be lent and advanced to the Borrower any monies then remaining due and payable by the Borrower to the Lender, whether under this Agreement or otherwise, and b) The Borrower shall pay all costs, charges (including legal fees, cost of investigation of title to the Borrower’s assets and protection of the Lender's interest, if any) and expenses in any way incurred by the Lender and such stamp duty, other duties, authorization fees, taxes, charges and penalties if and when the Borrower is required to pay according to the laws for the time being in force, and c) The Borrower shall reimburse all sums paid and/or expenses incurred by the Lender under this Agreement within 2 Business Days from the date of notice of default) give notice in writing demand by the Lender. All such sums shall be debited to the Trustee Borrower’s Account and each Designated Rating Agency shall carry interest as noted in Section 4 a. of it becoming aware this Agreement or any another rate at the discretion of the occurrence Lender from the date of payment till such reimbursement, and d) The Borrower shall not enter into any Custodial Transfer Event;amalgamation, demerger, merger or corporate reconstruction without the prior written approval of the Lender which approval shall not be unreasonably withheld, and (be) (compliance The Borrower shall ensure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement, and f) The Borrower shall obtain the consent of its existing lenders if any for any Security provided or to be provided pursuant to the Security Documents, and g) The Borrower shall not without the prior written consent of the Lender declare or pay any dividend or authorize or make any distribution to its shareholders if an Event of Default has occurred and is subsisting or would occur as a result of such declaration or payment of dividend or Authorization or making of distribution, and h) The Borrower shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with law)Generally Accepted Accounting Principles for the time being in force in the relevant jurisdiction applicable to it from time to time, and (i) maintain in effect The Borrower shall ensure that 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 the proceeds of each Loan advanced 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 Agreement are used strictly in accordance with the terms purpose set out in Clause 1.2 herein above, and j) The Borrower shall ensure that each Loan will be borrowed in accordance with all applicable approvals, guidelines, circulars, regulations and laws, and k) The Borrower shall obtain the consent of its existing lenders if any Mortgage Insurance Policies for any Security provided or to be provided pursuant to the extent applicable to the Custodian; Security Documents, and (iil) The Borrower shall not do or omit to do anything which, or dissolve / reconstitute itself without the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights approval 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 Lender 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 approval shall not be liable for a breach of this Agreementunreasonably withheld, or be liable under any indemnity, and m) Any modifications / amendments carried out 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 constitution/structure/members and ownership of the CustodianBorrower shall not be binding on the Lender if made without the prior written approval of the Lender which approval shall not be unreasonably withheld.

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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 The custodian's undertakings The Custodian 11.1 Each of the Parent and the Borrower undertakes that at all times during to the Term it willLender that, unless otherwise agreed in writing by the Lender, from the date of this Agreement and so long as any monies are owing under this Agreement or remain available for drawing by the Borrower: (a) from the Release Date, it will (notice and, in the case of defaultthe Parent, will procure each of its Subsidiaries will) give notice ensure that the proceeds of any issue of shares, securities convertible into shares or other equity or debt instruments (or any other raising of debt finance) by the Parent or any of its Subsidiaries which is a Holding Company of the Borrower (the “Proceeds”) are directly or indirectly applied in writing prepayment of the Advances (together with all accrued interest and other amounts due or outstanding under this Agreement) within 3 Business Days of receipt by the relevant member of the Parent Group of such proceeds (provided that, prior to the Trustee and each Designated Rating Agency of it becoming aware Release Date, cash amounts representing the Proceeds may only be applied in prepayment of the occurrence Advances with the prior consent of any Custodial Transfer Event;the Senior Facility Agent (if prior to the Senior Discharge Date) and the Subordinated Facility Agent (if prior to the Subordinated Discharge Date)); and (b) it will not (compliance with law) (i) maintain and, 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 case of the Custodial Services where failure Parent, will procure that none of its Subsidiaries will) create, assume, incur or otherwise permit to do so would have be outstanding any Subordinated Debt with a Material Adverse Effectrepayment or maturity date falling prior to 15 April, 2013; and (iiic) comply with upon the Consumer Credit Legislation in connection with the provision request of the Custodial Services so that Lender, it will execute and deliver such further documents and do such further acts as may be reasonably necessary or proper to carry out more effectively the Trustee does not personally purpose of this Agreement. 11.2 In the event of any merger or in its capacity as trustee other consolidation 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, Parent or the omission of whichBorrower with any person, the Parent and/or the Borrower, as the case may be, could be shall execute such documents and take such action as the Lender may reasonably expected require so as 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;ensure that: (ea) (notification) notify the Trusteesuccessor entity remains bound by the terms of this Agreement as the Parent or, as the case may be, 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 insuranceBorrower; and (mb) (Data Base) maintain the Data Base collectedLender has the same rights against the successor entity as it would have acquired had the successor entity been an original party to this Agreement as the Parent or, held or stored by it in relation to each Relevant Trust and each Relevant Document andas the case may be, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hoursBorrower. 4.2 Material adverse effect11.3 Each of the Parent and the Borrower acknowledges and agrees that: (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does Lender may be irreparably harmed by a breach of any term of this Clause 11 and damages may not do, will have any Material Adverse Effect.be an adequate remedy; and (b) The Custodian the Lender may ask the Trustee be granted an injunction or the Manager if specific performance for any action threatened or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon actual breach of 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 term 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 Mortgagor hereby undertakes that at all times during and agrees with the Term Security Trustee, for the benefit of the Finance Parties, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:will:- (a) not create or attempt or agree to create or permit to exist (notice conditionally or unconditionally) any Security Interest over all or any part of default) give notice in writing its Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of all or any part of its Collateral or attempt or agree to the Trustee and each Designated Rating Agency of it becoming aware do any of the occurrence of any Custodial Transfer Eventsame (except under or pursuant to this Deed); (b) not grant or attempt or agree to grant (compliance conditionally or unconditionally) in favour of any other person any interest in or any option or other rights in respect of any of its Collateral; (c) ensure that no person holding any of its Collateral as its Nominee for the time being does any of the acts prohibited in this Deed; (d) at all times remain the sole, direct absolute legal and beneficial owner of its Collateral; (e) procure that no material amendment or supplement is made to the memorandum or articles of association of the relevant Company other than pursuant to Clause 16.15 of the Facility Agreement without the prior written consent of the Security Trustee; (f) immediately upon the appointment of any new director of the relevant Company, deposit or procure that there be deposited with law)the Security Trustee, the equivalent documents mutatis mutandis with respect to such director in the forms set out in Schedules 3, 4, 5 and 6; (g) not take or permit any action whereby the rights attaching to the Collateral and/or any other shares in the relevant Company are altered or any further shares in the relevant Company are issued; [Group Share Mortgage] (h) give to the Security Trustee upon receipt copies of all notices, requests and other documents sent or received with respect to its Collateral; (i) maintain give to the Security Trustee such information regarding its Collateral as the Security Trustee shall reasonably require; (j) do or permit to be done every act or thing which the Security Trustee may from time to time require for the purpose of enforcing the rights of the Security Trustee hereunder and will allow its name to be used as and when required for that purpose; (k) not do or cause or permit to be done anything which may in effect any way depreciate, jeopardise or otherwise prejudice the value of the Security Trustee's security hereunder and will at its own expense promptly take all qualificationsaction which is at any time necessary or desirable to protect its and the Security Trustee's interests in and rights to its Collateral; (l) procure that the relevant Company will forthwith on presentation by the Security Trustee or its nominee following the security constituted by this Deed becoming enforceable, consentsduly register all transfers of the Collateral; (m) if it shall acquire any such other stocks or shares as referred to in the definition of Collateral, licenses, permits, approvals, exemptions, filings it shall forthwith deliver or procure that there be delivered to the Security Trustee the certificates in respect thereof together with instruments of transfer in respect thereof duly executed in blank to enable the same to be registered in the name of the Security Trustee or its nominee following the security constituted by this Deed becoming enforceable; and (n) from time to time duly execute and registrations lodge for registration or procure the due execution and lodgement for registration with the Accounting and Corporate Regulatory Authority or any other companies registry or other authority of all such forms and documents as may be required under any all 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 laws 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, regulations with respect to all matters relating the security created or intended to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 be created 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 hoursthis Deed. 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 (a) The custodian's undertakings The Custodian undertakes that at all times during the Term it willundersigned Registrant hereby undertakes: (a1) (notice of default) give notice To file, during any period in writing which offers or sales are being made, a post-effective amendment to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law)this Registration Statement: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be To include any prospectus required under any applicable law in order properly to perform or comply with its obligations under this Agreementby Section 10(a)(3) of the Securities Act of 1933; (ii) comply with all Laws To reflect in connection the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the provision Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the Custodial Services where failure to do so would have a Material Adverse Effect; andeffective Registration Statement; (iii) comply To include any material information with respect to the Consumer Credit Legislation plan of distribution not previously disclosed in connection with the provision Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Custodial Services so Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Paymentsinitial bona fide offering thereof. (c3) (Material Default) if To remove from registration by means of 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 post-effective amendment 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 securities being registered which remain unsold at the Servicer under or in respect termination 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 Effectoffering. (b) The Custodian may ask undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Trustee Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Manager if any action or inaction on its part Securities Exchange Act of 1934 that is reasonably likely toincorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, or will, have a Material Adverse Effectand the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The Custodian Insofar as indemnification for liabilities arising under the Securities Act of 1933 may rely upon any statement be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trustee Registrant of expenses incurred or paid by a director, officer or controlling person of the Manager that Registrant in the successful defense of any action action, suit or inaction proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the Custodian is reasonably likely to, or will, have a Material Adverse Effectfinal adjudication of such issue. (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 10.1 The custodian's undertakings The Custodian undertakes Retrocessionaire and the Company each give the following undertakings, which shall apply throughout the Period of Risk: 10.1.1 if and to the extent permitted by Applicable Law and Regulation, it shall promptly notify the Retrocedant of the occurrence of any Event of Default or Potential Event of Default; 10.1.2 it shall use its reasonable endeavours to ensure that at all times during the Term it willits exercise of its rights and performance of its obligations under this Agreement will not: (a) contravene its constitutive documents and, in addition, in the case of the Retrocessionaire, its Constitutional Documents; or (b) contravene any Regulatory Requirement; 10.1.3 it will not transfer (whether by means of a scheme of arrangement or otherwise), novate or, in the case of the Retrocessionaire, cede its obligations under this Agreement with respect to the Retroceded Policies to another person without the prior written consent of the Retrocedant, unless, in the case of the Retrocessionaire ceding its obligations, the cession is in the ordinary course of business and on terms which would not adversely affect the amount of regulatory capital to be held by the Retrocedant or any other member of the XL Group, or otherwise adversely affect the collateral position or counterparty credit exposure of the Retrocedant or any member of the XL Group; 10.1.4 subject to Clause 10.5, it will seek the prior written consent of the Retrocedant to a Change of Control; 10.1.5 it will procure that the investment assets of the Retrocessionaire are managed in accordance with the Retrocessionaire Guidelines and the Retrocessionaire IMA(s) together with the provisions set forth in Clause 10.6 and Schedule 4; 10.1.6 in the case of the Company, it will maintain its Centre of Main Interest in Bermuda; 10.1.7 subject to Clause 10.3, in the case of the Company, it will not amalgamate, merge, or consolidate with any other person nor issue or allot any securities or any instruments convertible or exchangeable for securities in itself (including any securities or instruments which grant rights in respect of the Retrocessionaire) to any person, except with the prior written consent of the Retrocedant; and 10.1.8 it shall provide prior written notice to the Retrocedant at least 5 Business Days before making a Distribution. 10.2 The Retrocessionaire gives the following undertakings, which shall apply throughout the Period of default) give notice Risk: 10.2.1 it will notify the Retrocedant in writing prior to any proposed material outsourcing taking effect in respect of the Retroceded Policies; 10.2.2 subject to any Distributions permitted by this Agreement, it will retain assets (as may change from time to time) of any Return Amount paid to the Trustee Retrocessionaire by the Retrocedant in the segregated account comprising the Retrocessionaire and each Designated Rating Agency use the assets in that segregated account only for the purposes of this Agreement and any other XL Retrocession Agreement; 10.2.3 it becoming aware will hold regulatory capital in respect of the occurrence business reinsured under this Agreement in an amount at least equal to the Agreed Capital Level; 10.3 If the Company wishes to seek the consent of the Retrocedant pursuant to Clause 10.1.7, it shall promptly notify the Retrocedant in writing. After the tenth anniversary of the date of this Agreement, the Retrocedant may only withhold its consent to a request from the Company pursuant to Clause 10.1.7, when the Retrocedant reasonably determines that such change could materially and adversely affect: 10.3.1 the rights and obligations of any Custodial Transfer Eventmember of the XL Group under any contracts or commitments between such person and the Retrocessionaire, the Company, Holdco or the Investors or any of their respective Affiliates; 10.3.2 the credit risk of a member of the XL Group (including as a result of any changes to the availability or the enforceability of the Investor Capital Calls); or 10.3.3 the regulatory capital position of any member of the XL Group. 10.4 The Parties agree that the ceding of the Retrocessionaire's obligations to a person by way of retrocession permitted pursuant to Clause 10.1.3 shall not be regarded as a Change of Control and shall not require the prior written consent of the Retrocedant. 10.5 The Parties agree that a Non-Lead Investor may trigger a Change of Control to which the Retrocedant will not need to give its prior consent if: 10.5.1 the new controller has assumed all of that Non-Lead Investor's Interests; 10.5.2 the Retrocedant has the benefit of contractual rights which provide adequate remedies if the new controller breaches its obligations in connection with the Interests; and 10.5.3 the Retrocedant reasonably determines that such Change of Control would not materially and adversely affect: (a) the rights and obligations of any member of the XL Group under any contracts or commitments between such person and the Retrocessionaire, the Company, the Investors or any of their respective Affiliates; (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 credit risk of a member of the Custodial Services where failure XL Group (including as a result of any changes to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with availability or the provision enforceability 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.Investor Capital Calls); or (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and regulatory capital position of any member of the Trustee to enforce the relevant Receivable and the Receivable Rights;XL Group. (d) (Insurance Policies) (i) act in accordance 10.6 The Parties will comply 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 provisions 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, Schedule 4 with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit management of the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust Funds-Withheld Assets 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 assets of the CustodianRetrocessionaire.

Undertakings. 4.1 The custodian's undertakings The Custodian Mortgagor hereby undertakes that at all times during and agrees with the Term Security Trustee, for the benefit of the Finance Parties, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:will:- (a) (notice of default) give notice in writing not create or attempt or agree to the Trustee and each Designated Rating Agency of it becoming aware create or permit to exist any Security Interest over all or any part of the occurrence Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of all or any Custodial Transfer Eventpart of the Collateral or attempt or agree to do any of the same (except under or pursuant to this Deed); (b) (compliance with law) (i) maintain not grant or attempt or agree to grant in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under favour of any applicable law other person any interest in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws any option or other rights in connection with the provision respect of any 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.Collateral; (c) (Material Default) if a Material Default occurs ensure that no person holding any of the Collateral as its Nominee for the time being does any of the acts prohibited in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsthis Deed; (d) (Insurance Policies) (isubject to Clause 7.6(b) 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 CNC HK Guarantee at all times remain the Servicer under or in respect sole, direct, absolute, legal and beneficial owner of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsCollateral; (e) (notificationsubject to Clause 7.6(b) notify of the CNC HK Guarantee procure that no material amendment or supplement is made to the constitutional documents of the Borrower other than pursuant to Clause 16.15 of the Facility Agreement without the prior written consent of the Security 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 doimmediately upon the appointment of any new director of the Borrower, provide information reasonably requested by deposit or procure that there be deposited with the Security Trustee, the Manager or the Servicer, equivalent documents mutatis mutandis with respect to all matters relating to such director in the Custodial Services forms set out in Schedules 3, 4, 5 and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents6; (g) (Report Record of Movements) provide not take or permit any action whereby the Trustee and rights attaching to the Manager on Collateral and/or any other shares in 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 DocumentsBorrower are altered; (h) (comply give to the Security Trustee upon receipt copies of all notices, requests and other documents sent or received with other obligations) comply with all its obligations under any Transaction Document respect to which it is a partythe Collateral; (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 give to the Custodial Services (other than any Tax on, or measured by reference to, Security Trustee such information regarding the income of a Trust or Collateral as 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 paidSecurity Trustee shall reasonably require; (j) (not claim) not claim any do or permit to be done every act or thing which the Security Interest over any AssetTrustee may from time to time require for the purpose of enforcing the rights of the Security Trustee hereunder and will allow its name to be used as and when required for that purpose; (k) (comply with Supplementary Terms Notice) comply with not do or cause or permit to be done anything which may in any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Noticeway depreciate, including, without limitation, providing jeopardise or otherwise prejudice the Manager with any information referred to in that Supplementary Terms Noticevalue of the security constituted hereunder; (l) (insurances) ensure procure that the Premises are appropriately insured for fire Borrower will forthwith on presentation by the Security Trustee or its nominee following the security constituted by this Deed becoming enforceable, duly register all transfers of the Collateral; and public risks, and that it has appropriate directors and officers insurance; and[Mortgage of Shares] (m) (Data Base) maintain if the Data Base collectedMortgagor shall acquire any such other stocks or shares as referred to in the definition of Collateral, held it shall forthwith deliver 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 procure that there be delivered to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing Security Trustee the Custodial Services certificates in respect thereof together with instruments of transfer in respect thereof duly executed in blank to enable the Custodian shall have regard same to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask be registered in the name of the Security Trustee or its nominee following the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effectsecurity constituted by this Deed becoming enforceable. (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 willAssignor undertakes: (a) (notice to inform the Security Agent promptly of default) give notice any subsequent changes in writing to the Trustee and each Designated Rating Agency value of it any of the Claims resulting from any complaints, price discounts, set off or other reasons, after becoming aware of such changes, provided any such change, or such changes in aggregate, might have a material adverse effect on the occurrence of any Custodial Transfer EventSecurity granted hereunder; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under to notify the Security Agent promptly of any applicable event or circumstance other than interpretation of law in order properly which affects or is reasonably likely to perform adversely affect the validity or comply with its obligations under enforceability of 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 at its own expense, to a Receivableexecute and do all such assurances, take all reasonable action to assist acts and things as the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies)Security Agent may reasonably require: (i) act in accordance with for perfecting or protecting the terms of any Mortgage Insurance Policies security intended to the extent applicable to the Custodianbe afforded by this Agreement; and (ii) not do if the Security granted hereunder has become enforceable, for facilitating the realisation of all 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 any part of the Trustee or Claims which are subject to this Agreement and the Servicer under exercise of all powers, authorities and discretions vested in the Security Agent or in respect any receiver of a Mortgage Insurance Policy all or any part of those Claims; and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the extent those rights relate Security Agent or to a Receivable its nominees and give all notices, orders and directions which the Receivable Rights;Security Agent may reasonably think expedient; and (d) not to assign or sell any of the Claims to any third party without the Security Agent’s prior written consent; and (e) (notification) notify to inform the Trustee, the Manager and the Servicer Security Agent promptly of any event attachments (Pfändung) regarding any and all of the Claims or any other measures 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 may impair or jeopardise the Trustee, the Manager or the Servicer, with respect to all matters Security Agent’s rights relating to the Custodial Services and upon reasonable notice and at reasonable times permit Claims. In the Trusteeevent of an attachment, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or Assignor undertakes to forward to 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 Security Agent promptly a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; attachment order (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 (aPfändungsbeschluss), the Custodian shall not be liable garnishee order (Überweisungsbeschluss) and all other documents necessary 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 defence against the Trustee or attachment. The Assignor shall inform the Manager that attaching creditor promptly about 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 CustodianSecurity Agent’s security interests.

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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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. The Manager undertakes with the Bank that throughout the Security Period (as such term is defined in the deed of covenant dated 31 December 2007 as amended by an amendment to it dated 15 April 2010 (together the “Deed of Covenant”) executed by the Owner in favour of the Bank): 4.1 The custodian's undertakings The Custodian undertakes the Manager will not agree or purport to agree to any amendment or variation of the Management Agreement without the prior written consent of the Bank; 4.2 the Manager will procure that at any sub-manager appointed by the Manager pursuant to the provisions of the Management Agreement or otherwise will, on or before the date of such appointment enter into an undertaking in favour of the Bank in substantially the same form (mutatis mutandis) as this Letter; 4.3 the Manager will not, without the prior written consent of the Bank, take any action or institute any proceedings or make or assert any claim on or in respect of the Ship or its policies and contracts of insurance (which expression includes all times entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Term it will: Security Period (aas defined in the Deed of Covenant) (notice of default) give notice in writing to place or taken out or entered into by or for the Trustee and each Designated Rating Agency of it becoming aware benefit of the occurrence Owner (whether in the sole name of any Custodial Transfer Event; the Owner or in the joint names of the Owner and the Bank or otherwise) in respect of the Ship and her Earnings (bas such term is defined below) (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 otherwise howsoever in connection with the provision Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (the “Insurances”) or any moneys whatsoever from time to time due or payable to the Owner during the Security Period arising out of the Custodial Services where failure use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Owner in event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship (the “Earnings”) or any other property or other assets of the Owner which the Bank has previously advised the Manager are subject to any Encumbrance or right of set-off in favour of the Bank by virtue of any of the Security Documents or otherwise; 4.4 the Manager will discontinue any such action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the Bank to do so would so; 4.5 the Manager does hereby subordinate any claim that it may have a Material Adverse Effectagainst the Owner or otherwise in respect of the Ship and its Earnings, Insurances and Requisition Compensation (as such term is defined in the Deed of Covenant) to the claims of the Bank under the Loan Agreement, the Master Swap Agreement and the other Security Documents and undertakes not to exercise any right to which it may be entitled in respect of the Owner and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation in competition with the Bank; 4.6 the Manager will promptly notify the Bank if at any time the amount owed by the Owner to the Manager pursuant to the Management Agreement (whether in respect of the Manager’s remuneration or disbursements or otherwise) exceeds One hundred thousand Dollars ($100,000) or the equivalent in other currencies; and (iii) comply 4.7 the Manager will provide the Bank with such information concerning 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, Ship as the case Bank may be, could be from time to time 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursrequire. 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 Guarantor undertakes that at all times during that, as and from the Term date of this Guarantee and throughout the Security Period, it willwill comply in full with the following undertakings: (a) the Guarantor will send (notice of defaultor procure that there is sent) give notice in writing to the Trustee Bank: (i) as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each Designated Rating Agency of it becoming aware financial year of the occurrence Guarantor, the annual audited consolidated accounts and financial statements of the Guarantor for such financial year, such accounts and financial statements to be prepared in accordance with generally accepted accounting principles consistently applied and certified as to their correctness by certified or chartered accountants acceptable to the Bank; (ii) as soon as possible following a reasonable request by the Bank, management accounts in a format approved by the Bank showing the results of the operation of the Vessels during the preceding financial quarter and certified as to their correctness by the chief financial officer of the Guarantor; (iii) as soon as the same is instituted (or, to the knowledge of the Guarantor, threatened), details of any Custodial Transfer Eventlitigation, arbitration or administrative proceedings against or involving the Guarantor which could or might result in any material adverse change in the business or financial condition of the Guarantor; and (iv) from time to time, and on demand, such additional financial or other information relating to the Guarantor as may be requested by the Bank; (b) (compliance with law)the Guarantor will notify the Bank in writing of any Event of Default relating to the Guarantor forthwith upon the occurrence thereof; (ic) the Guarantor will maintain its corporate existence as a body corporate duly organised and validly existing and in effect good standing under the laws of the ▇▇▇▇▇▇▇▇ Islands and will obtain and promptly renew from time to time, and will promptly furnish certified copies to the Bank of, all qualifications, consents, licenses, permitssuch authorisations, approvals, exemptions, filings consents and registrations licences as may be required under any applicable law in order properly or regulation to enable the Guarantor to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with Guarantee or required for the provision validity or enforceability of this Guarantee, and the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) Guarantor shall comply with the Consumer Credit Legislation in connection with the provision terms 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 Rightssame; (d) the Guarantor will not (Insurance Policies) (ivoluntarily or involuntarily) act in accordance with without the terms prior consent of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything whichBank, sell, convey, transfer, lease, or the omission otherwise dispose of which, as the case may be, could be reasonably expected to prejudicially affect all or limit a substantial part of its rights assets (whether by one transaction or the rights a series of the Trustee transactions and whether related or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rightsnot); (e) (notification) notify the Trustee, Guarantor shall ensure that neither of the Manager and Borrowers will purchase any further tonnage without the Servicer prior written consent of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event;the Bank; and (f) (provide information the Guarantor will procure the observance and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested performance by the Trustee, other Security Parties of the Manager or terms of 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 Security Documents to which it is they are each respectively 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 (A) The custodian's undertakings The Custodian undertakes that at all times during the Term it willundersigned registrant hereby undertakes: (a1) (notice of default) give notice To file, during any period in writing which offers or sales are being made, a post-effective amendment to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law)this Registration Statement: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be To include any prospectus required under any applicable law in order properly to perform or comply with its obligations under this Agreementby Section 10(a)(3) of the Securities Act of 1933; (ii) comply To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with all Laws respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment to this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the provision securities being registered, the registrant will, unless in the opinion of its counsel 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 matter has been settled by controlling precedent, submit to a Receivable, take all reasonable action to assist court of appropriate jurisdiction the Servicer question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by 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 final adjudication 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursissue. 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. The Manager undertakes with the Bank that throughout the Security Period (as such term is defined in the General Assignment dated 20 November 2007 (the "General Assignment") executed by the Borrower in favour of the Bank): 4.1 The custodian's undertakings The Custodian undertakes the Manager will not agree or purport to agree to any amendment or variation of the Management Agreement without the prior written consent of the Bank; 4.2 the Manager will procure that at any sub-manager appointed by it pursuant to the provisions of the Management Agreement will, on or before the date of such appointment, enter into an undertaking in favour of the Bank in substantially the same form (mutatis mutandis) as this Letter; 4.3 the Manager will not, without the prior written consent of the Bank, take any action or institute any proceedings or make or assert any claim on or in respect of the Ship or its policies and contracts of insurance (which expression includes all times entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Term it will: Security Period (aas such term is defined in the General Assignment) (notice of default) give notice in writing to place or taken out or entered into by or for the Trustee and each Designated Rating Agency of it becoming aware benefit of the occurrence Borrower (whether in the sole name of any Custodial Transfer Event; the Borrower or in the joint names of the Borrower and the Bank or otherwise) in respect of the Ship and her Earnings (bas such term is defined below) (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 otherwise howsoever in connection with the provision Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (together the "Insurances") or all moneys whatsoever from time to time due or payable to the Borrower during the Security Period (as such term is defined in the General Assignment) arising out of the Custodial Services where failure use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Borrower in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charter party or other' contract for the employment of the Ship (the "Earnings") or any other property or other assets of the Borrower which the Bank has previously advised the Manager are subject to any Encumbrance or right of set-off in favour of the Bank by virtue of any of the security documents executed in favour of the Bank pursuant to the Loan Agreement; 4.4 the Manager does hereby subordinate any claim that it may have against the Borrower or otherwise in respect of the Ship and its Earnings, Insurances and Requisition Compensation (as such term is defined in the General Assignment) to the claims of the Bank under the Loan Agreement and the other Security Documents and undertakes to exercise no right to which it may be entitled in respect of the Borrower and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation in competition with the Bank; 4.5 the Manager will discontinue any such action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the Bank to do so would have a Material Adverse Effectso; 4.6 the Manager will promptly notify the Bank if at any time the amount owed by the Borrower to the Manager pursuant to the Management Agreement (whether in respect of the Manager's remuneration or disbursements or otherwise) exceeds US$100,000 or the equivalent in other currencies; and (iii) comply 4.7 the Manager will provide the Bank with such information concerning 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, Ship as the case Bank may be, could be from time to time 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursrequire. 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 Transferor undertakes: 15.1 to execute (or ensure execution of) at its own expense each and any other document, make each and any other or additional declaration and take each and any other action, in each case that is reasonably necessary or useful for: 15.1.1 the creation, perfection and/or protection of the Security Interests expressed to be constituted, pursuant to this Agreement; and 15.1.2 the enforcement of the Security Interests expressed to be constituted, pursuant to this Agreement and in particular, if such Security Interests have become enforceable, for facilitating the realisation of all or any part of the Security Assets and the exercise of all powers, authorities and discretions vested in the Transferee or in any receiver with respect to all or any part of those Security Assets; 15.2 to ensure that at all times during until the Term it will:full and final satisfaction and discharge of the Secured Obligations all its Inventories are only kept or deposited at the Security Location unless otherwise permitted in this Agreement and except for any Inventories listed in Annex 2; 15.3 to promptly (aunverzüglich) pay any amounts due under each and any relevant lease agreement in the case that any Security Asset is located at leased premises unless such amounts due are contested by the Transferor in good faith; 15.4 to provide the Transferee promptly (notice of defaultunverzüglich) give notice with all information and documents which are reasonably deemed necessary by the Transferee in writing relation to the Trustee and each Designated Rating Agency Security Assets in addition to the information provided pursuant to Clause 5 (Identification of it becoming aware Security Assets); 15.5 to inform the Transferee promptly (unverzüglich) of any subsequent changes in the value of any of the occurrence Security Assets, provided that such change in the value of the Security Assets exceeds an aggregate of EUR 250,000.00; 15.6 to inform the Transferee promptly (unverzüglich) of any Custodial Transfer Event; attachments (bPfändung) regarding any and all of the Security Assets or any other measures which may impair or jeopardise the Transferee’s rights relating to the Security Assets. In the event of an attachment, the Transferor undertakes to forward to the Transferee promptly (compliance with lawunverzüglich) a copy of the attachment order (Pfändungsbeschluss) , any third party debt order (iÜberweisungsbeschluss) maintain in effect and all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly other documents reasonably necessary for a defence against the attachment. The Transferor shall inform the attaching creditor promptly (unverzüglich) about the Transferee’s Security Interests pursuant to perform or comply with its obligations under this Agreement; (ii) comply with all Laws 15.7 to refrain from any intentional acts or omissions which might damage or result in connection with the provision a loss of the Custodial Services where failure Security Assets; 15.8 save to do so would have a Material Adverse Effectthe extent permitted under the Facility Agreement and this Agreement, not to lease, lend, discount, factor, or otherwise dispose of and/or create or permit to subsist any encumbrance over the Security Assets; and (iii) comply with 15.9 to refrain from any acts or omissions which may reasonably be expected to have an indirect or direct adverse effect on the Consumer Credit Legislation in connection with the provision validity or enforceability 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, this Agreement or the omission Security Interests constituted hereunder (or any of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights them) or the value of 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursclaims secured hereunder. 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)(9) (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 5(2)(a): (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; (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 National Treasury Management 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 or the National Treasury Management Agency.‌ 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base including in relation to each Relevant Trust and the Relevant Documents;amounts 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; and (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 in 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 (a) The custodian's undertakings The Custodian undertakes that at all times during the Term it willundersigned registrant hereby undertakes: (a1) (notice of default) give notice To file, during any period in writing which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the Trustee and each Designated Rating Agency plan of it becoming aware of distribution not previously disclosed in the occurrence of registration statement or any Custodial Transfer Event; (b) (compliance with law) (i) maintain material change to such information 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 Paymentsregistration statement. (c2) (Material Default) if That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be 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 new registration statement relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trusteesecurities offered therein, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents;offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (g3) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract To remove 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 registration by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income means of a Trust or post-effective amendment any of the Custodian) or where such Taxes are incurred due to securities being registered which remain unsold at the default or breach termination 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 Effectoffering. (b) The Custodian may ask undersigned registrant hereby undertakes that, for purposes of determining any liability under the Trustee Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Manager if any action or inaction on its part Securities Exchange Act of 1934 that is reasonably likely toincorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, or will, have a Material Adverse Effectand the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The Custodian Insofar as indemnification for liabilities arising under the Securities Act of 1933 may rely upon any statement be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trustee registrant of expenses incurred or paid by a director, officer or controlling person of the Manager that registrant in the successful defense of any action action, suit or inaction proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed 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 final adjudication 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.such issue. 4

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 1817 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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. The Manager undertakes with the Bank that throughout the Security Period (as such term is defined in the General Assignment dated December 2007 (the “General Assignment”) executed by the Borrower in favour of the Bank in relation to the Ship’s Earnings (as such term is defined below), Insurances and Requisition Compensation (as such term is defined in the General Assignment)): 4.1 The custodian's undertakings The Custodian undertakes the Manager will not agree or purport to agree to any amendment or variation of the Management Agreement without the prior written consent of the Bank; 4.2 the Manager will procure that at any sub-manager appointed by it pursuant to the provisions of the Management Agreement will, on or before the date of such appointment, enter into an undertaking in substantially the same form (mutatis mutandis) as this letter; 4.3 the Manager will not, without the prior written consent of the Bank, take any action or institute any proceedings or make or assert any claim on or in respect of the Ship or its policies and contracts of insurance (which expression includes all times entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Term it will: Security Period (aas such term is defined in the General Assignment) (notice of default) give notice in writing to place or taken out or entered into by or for the Trustee and each Designated Rating Agency of it becoming aware benefit of the occurrence Borrower (whether in the sole name of any Custodial Transfer Event; the Borrower or in the joint names of the Borrower and the Bank or otherwise) in respect of the Ship and her Earnings (bas such term is defined below) (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 otherwise howsoever in connection with the provision Ship and all benefits thereof (including claims of whatsoever nature and return of premiums) (together the “Insurances”) or all moneys whatsoever from time to time due or payable to the Borrower during the Security Period (as such term is defined in the General Assignment) arising out of the Custodial Services where failure use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Borrower in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charter party or other contract for the employment of the Ship (the “Earnings”) or any other property or other assets of the Borrower which the Bank has previously advised the Manager are subject to any encumbrance or right of set-off in favour of the Bank by virtue of any of the security documents executed in favour of the Bank pursuant to the Loan Agreement; 4.4 the Manager does hereby subordinate any claim that it may have against the Borrower or otherwise in respect of the Ship and its Earnings, Insurances and Requisition Compensation (as such term is defined in the General Assignment) to the claims of the Bank under the Loan Agreement and the other Security Documents (as such term is defined in the General Assignment) and undertakes to exercise no right to which it may be entitled in respect of the Borrower and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation (as such term is defined in the General Assignment) in competition with the Bank; 4.5 the Manager will discontinue any such action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the Bank to do so would have a Material Adverse Effectso; 4.6 the Manager will promptly notify the Bank if at any time the amount owed by the Borrower to the Manager pursuant to the Management Agreement (whether in respect of the Manager’s remuneration or disbursements or otherwise) exceeds US$100,000 or the equivalent in other currencies; and (iii) comply 4.7 the Manager will provide the Bank with such information concerning 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, Ship as the case Bank may be, could be from time to time 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursrequire. 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 7.1 The custodian's undertakings The Custodian undertakes Issuer has covenanted and undertaken that at for so long as any Note remains outstanding, save with the approval from the Noteholders or it is being considered by the Board that such action is in the ordinary course of business of the Group: (i) the Issuer shall from time to time keep available for issue, free from pre-emptive rights, out of its authorised but unissued capital, sufficient Shares to satisfy in full the allotment and issuance of the Conversion Shares and shall ensure that all times during Shares delivered on conversion of the Term it willNotes will be duly authorised, validly issued as fully- paid , free from Encumbrances and non-assessable and registered in the name of the Noteholders or their respective nominee(s); (ii) the Issuer shall not modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the rights attaching to Shares but nothing in this Condition 7.1(ii) shall prevent (a) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, (b) a modification to the rights attaching to the Shares which is not, in the opinion of the Approved Financial Adviser, materially prejudicial to the interests of the Noteholders, (c) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form), (d) the amendment of the constitutional documents of the Issuer to enable title to securities of the Issuer (including Shares) to be evidenced and transferred without a written instrument, (e) any other alteration to the constitutional documents of the Issuer made in connection with the matters described in this Condition 7.1 or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures) or (f) any issue of equity share capital which (subject to the provisions of Condition 6.5) results in an adjustment of the Conversion Price; (iii) the Issuer shall use its best endeavours to: (a) maintain a listing for all the issued Shares on the Stock Exchange; and (notice b) obtain a listing on the Stock Exchange for all the Conversion Shares; (iv) it will pay the expenses of defaultthe issue and delivery of, and all expenses of obtaining and maintaining the listing for, Shares arising on conversion of the Notes; (v) give notice the Issuer shall ensure that all Conversion Shares shall be duly authorised and validly issued, fully paid and registered, and free from Encumbrances and all such Shares shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Delivery Date and shall accordingly entitle the holders thereof to participate in full in all dividends or other distributions the record date for which falls on a date on or after the relevant Delivery Date; (vi) the Issuer shall comply with and procure the compliance of all conditions imposed by the Stock Exchange for approval of the issue of the Notes or for the listing of and permission to deal in the Shares issued or to be issued on conversion and ensure the continued compliance thereof; (vii) the Issuer will notify the Noteholders in writing to the Trustee and each Designated Rating Agency of it immediately upon becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualificationsEvent of Default or any event or circumstance which would, 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 giving of notice and/or the Custodial Services where failure to do so would have lapse of time and/or the issuing of a Material Adverse Effectcertificate, become an Event of Default; and (iiiviii) comply with the Consumer Credit Legislation in connection with Issuer shall at all times use its reasonable endeavours to ensure that the provision minimum public float requirement 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 PaymentsListing Rules is complied with. 7.2 The Issuer shall not (cand shall procure that its Subsidiaries shall not) (Material Default) if a Material Default occurs in respect to a Receivableenter into any deed, agreement, assignment, instrument or documents whatsoever binding on it, take all reasonable any 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 whichnecessary, which may result in any breach of the constitutional documents of the relevant member of the Group, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights any of the Trustee or terms and conditions of the Servicer under or Notes, the Subscription Agreement, and/or any other documents referred to in respect of a Mortgage Insurance Policy the Subscription Agreement. 7.3 The Issuer shall not issue any further Equity Securities if and to the extent those that such issuance will result in the Issuer being unable to comply with the adjustment provisions of Condition 6.5 and its obligations to deliver Conversion Shares or result in breach of the Listing Rules (including but not limited to the minimum public float requirement of the Listing Rules). 7.4 So long as there are outstanding Notes, the Issuer will not, except with the prior consent of the Noteholders, issue any Equity Securities at a conversion price or exchange price which is lower than the then applicable Conversion Price. 7.5 Unless so required by the Stock Exchange, the Listing Rules, applicable law or regulation or for the purpose of establishing any dividend or other rights relate attaching to a Receivable the Shares, the Issuer shall not close the register of Shareholders of the Issuer or take any other action which would prevent the transfer of its Shares (including the Conversion Shares). 7.6 The Issuer shall, so far as permitted by applicable law and the Receivable Rights; (e) (notification) notify the TrusteeListing Rules, the Manager do all such further things as may be necessary to give effect to these Conditions 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursNotes. 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 Borrower undertakes, until such time as all times during the Term it willprincipal under this Agreement has been fully reimbursed and all interest and additional amounts, if any, due under this Agreement have been fully paid: (a) with the exception of those encumbrances enumerated in paragraphs(1) to (notice of default6) 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)below: (i) maintain in effect all qualificationsnot to secure by mortgage, consents, licenses, permits, approvals, exemptions, filings pledge or any other encum- brance 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 Loans at the same time shares 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 to do anything which, or holder of its sover- eign debt any priority over the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights Lenders. The grant of the Trustee following encumbrances shall not consti- tute a breach of this Article: (1) encumbrances upon any property incurred to secure the purchase price of such property and any renewal or the Servicer under or in respect extension of a Mortgage Insurance Policy any such encumbrance which is limited to the extent those rights relate to a Receivable original property covered thereby and which secures any renewal or extension of 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 insuranceoriginal secured financing; and (m2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (Data Baseand expir- ing at the latest within one year thereafter) maintain to finance the Data Base collected, held import or stored by it in relation to each Relevant Trust and each Relevant Document export of such goods into or from the country of the Borrower; 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 (a3) In performing encumbrances securing or providing for the Custodial Services payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, pro- vided that the Custodian shall have regard properties to whether what it doeswhich any such encum- brances apply are properties which are the subject of such project financing, or does not do, will have any Material Adverse Effect.which are revenues or claims which arise from the project; and (b4) The Custodian may ask any other encumbrances in existence on the Trustee or date of 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 signing of this Agreement, provided that such encum- brances 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 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 liable under any indemnity, reasonably avoided by the Borrower; and (6) encumbrances granted or consented to in relation to any action a securitization of State assets where the transaction involves (a) (i) the sale, transfer or inaction on its part, where it has been notified by the Trustee assignment of State assets to a special purpose company 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.similar entity or

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes Company has undertaken in the Trust Deed, inter alia, that at all times during so long as any Bond remains outstanding, save with the Term approval of an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders or with the approval of the Trustee where, in the opinion of the Trustee, it will: (a) (notice of default) give notice in writing is not materially prejudicial to the Trustee and each Designated Rating Agency of it becoming aware interests of the occurrence of any Custodial Transfer Event; (b) (compliance with law)Bondholders to give the approval: (i) it will use its reasonable endeavours (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 the Conversion Rights attaching to the Bonds on the Hong Kong Stock Exchange, and if the Company is unable to obtain or maintain such listing, to use it reasonable endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as from time to time selected by the Company and approved by the Trustee and will forthwith give notice to the Bondholders in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations accordance with Condition 16 below of the listing or delisting of the Shares (as may be required under a class) by any applicable law in order properly to perform or comply with its obligations under this Agreementof such stock exchange; (ii) comply with all Laws in connection with it will use its reasonable endeavours to maintain the provision listing of the Custodial Services where failure to do so would have a Material Adverse EffectBonds on the Hong Kong Stock Exchange; (iii) it will pay the expenses of the issue of, and all expenses of obtaining listing for, Shares arising on conversion of the Bonds; and (iiiiv) comply it will not make any reduction of its issued Shares or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund (except, in each case, as permitted by law); In the Trust Deed, the Company has also undertaken with the Consumer Credit Legislation in connection with the provision of the Custodial Services Trustee that so that the Trustee does not personally or in its capacity long 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)Bond remains outstanding: (i) act in accordance with it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued Shares the terms full number of any Mortgage Insurance Policies Shares liable to be issued on conversion of the extent applicable Bonds from time to time remaining outstanding and shall ensure that all Shares delivered on conversion of the CustodianBonds will be duly and validly issued as fully-paid; and (ii) it will not do make any offer, issue, grant 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 par value of the Trustee or Shares of the Servicer under or in respect of a Mortgage Insurance Policy Company, provided always that the Company shall not be prohibited from purchasing its Shares to the extent those rights relate to a Receivable and permitted by law. The Company has also given certain other undertakings in the Receivable Rights; (e) (notification) notify Trust Deed 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; (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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 protection of the CustodianConversion Rights.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes Company has undertaken in the Trust Deed, inter alia, that at all times during the Term it willso long as any Bond remains outstanding: (i) it will use its best endeavours (a) to maintain a listing for all the issued Shares on the Hong Kong Stock Exchange, and (notice b) to obtain and maintain a listing for all the Shares issued on the exercise of default) give notice in writing the Conversion Rights attaching to the Bonds on the Hong Kong Stock Exchange, and if the Company is unable to obtain or maintain such listing, to use it best endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as from time to time selected by the Company and notified to the Trustee and each Designated Rating Agency of it becoming aware will forthwith give notice to the Bondholders in accordance with Condition 16 below 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 exchange; (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 the Taxes payable by the relevant Bondholders as specified in connection with Condition 6(B)(ii); (iii) 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 Bonds 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; (iv) it will not make any offer, issue, grant or distribute or take any action the effect of which would be to reduce the Conversion Price below the par value of the Shares of the Company, provided always that the Company shall not be prohibited from purchasing its Shares to the extent permitted by law; (v) 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 (iiivi) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does it will not personally take any corporate or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. other action (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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 issue of any information referred to in Shares or any other securities 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 directly 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 doesindirectly convertible into, or does not doexercisable or exchangeable for, will have any Material Adverse Effect. (bShares) The Custodian may ask that would cause the Trustee Conversion Price of the Bonds to be adjusted in a manner that contravenes the applicable laws of Bermuda or the Manager if any action applicable listing rules of the Relevant Stock Exchange 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 would result in the Trustee or Company being unable to comply with 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 (aadjustment provisions of Conditions 6(C), 6(D) or 6(E). For the Custodian shall not be liable for avoidance of doubt, a breach of this Agreement, or be liable under any indemnity, Condition 6(H)(vi) shall entitle the Bondholders to remedies expressly set out in relation to any action or inaction on its part, where it these Conditions only. The Company has been notified by also given certain other undertakings in the Trustee or Trust Deed for 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 Trustee and each Designated Rating Agency of it becoming aware 2.1 In consideration of the occurrence respective undertakings of any Custodial Transfer Event; (b) (compliance with law) (i) maintain the parties, in effect all qualificationsparticular, 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 Parent’s undertakings in connection with the provision Merger, we irrevocably and unconditionally undertake, confirm, represent and warrant to Parent that (a) we, directly or indirectly through our subsidiaries, own and control 104,175,958 ordinary stock units in the capital of UEL, and 591,800 preference shares in UEL (collectively, the “Relevant Securities”) representing approximately 17% of the Custodial Services where failure to existing issued share capital of UEL (excluding treasury and non-voting shares); (b) we do so would not have a Material Adverse Effectany other interest in any shares or securities of UEL other than the Relevant Securities save for any interest in certain non-voting shares of UEL which are held by WBL Corporation Limited; 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. and (c) (Material Default) if a Material Default occurs in respect we are the beneficial owner of, or are otherwise able to a Receivablecontrol the exercise of, take all reasonable action to assist the Servicer rights attaching to, including voting rights, and the Trustee ability to enforce procure the relevant Receivable transfer of, the Relevant Securities. 2.2 We irrevocably and unconditionally undertake to (a) attend and/or procure the Receivable Rights; attendance by proxy at the EGM, or at any adjournment thereof, and cause the Relevant Securities to be counted as present thereat for purpose of calculating a quorum; and (db) (Insurance Policies) (i) act exercise and/or procure the exercise of all voting rights attaching to the Relevant Securities at the EGM, or at any adjournment thereof, in accordance with the terms favor of any Mortgage Insurance Policies resolution required to approve the extent applicable Merger, including the voting by UEL or its relevant subsidiaries, of up to all shares they hold in the Custodian; andCompany, as will be set out in the notice of meeting in the circular to be sent to shareholders of UEL. (ii) not do 2.3 We irrevocably and unconditionally undertake that we will not, until the close of the EGM, without prior written consent of Parent, sell, transfer, charge, encumber, grant any option over or omit to do anything whichotherwise dispose of, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights permit any of the Trustee same, all or any of the Servicer under Relevant Securities or interest in any Relevant Securities, or accept any offer in respect of a Mortgage Insurance Policy all or any Relevant Securities, or enter in any agreement as regards any interest in the Relevant Securities. 2.4 We consent to the extent those rights relate issue of a press announcement incorporating references to us and to this undertaking substantially in the terms set out in the Draft Announcement. We agree that particulars of this undertaking to be disclosed in 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 circular sent to the Custodial Services shareholders of UEL will be in form and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer substance reasonably satisfactory 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 hoursus. 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: (a) Guarantor hereby unconditionally and irrevocably guaranties not merely as surety but as primary obligor, the due and punctual: (notice i) performance by Assignee of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware all of the occurrence obligations of the "Owner Participant" under the Operative Agreements assumed by Assignee under the Assignment Agreement; (ii) payment of any Custodial Transfer Event;and all sums which are payable by the Owner Participant pursuant to any of the Operative Agreements which payment obligations were assumed by Assignee under the Assignment Agreement; and (iii) performance of, observance of and compliance with all other obligations, covenants and undertakings and representations and warranties of, or made by, Assignee in the Assignment Agreement or the Owner Participant contained in or arising under the Operative Agreements and assumed by Assignee under the Assignment Agreement (such payments and other obligations referred to in this Section 4(a) hereinafter referred to as the "OBLIGATIONS"). Guarantor agrees that it will not use the assets of any ERISA Plan to fund its payment obligations hereunder. (b) Guarantor agrees that this Guaranty Agreement is an unconditional and absolute guaranty of payment and performance (compliance with lawnot merely collectability) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings that its undertakings hereunder are not contingent upon any Guaranteed Party bringing any action against Assignee or resorting to any security and registrations as may be required under hereby expressly waives any applicable law in order properly to perform or comply with claim that its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do undertakings hereunder are 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 Paymentscontingent. (c) Guarantor irrevocably waives promptness, diligence, demand, and all notices whatsoever as to the Obligations guaranteed hereby, and any other circumstances which might otherwise constitute a defense available to it, or a discharge of it (Material Default) if other than the defense of payment or performance), and agrees that it shall not be required to consent to or receive any notice of any amendment or modification of, or waiver, consent or extension with respect to, the Participation Agreement or the other Operative Agreements to which Assignee is 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;party that may be made or given as provided herein or otherwise. (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies Guarantor further agrees 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 expenses (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 all fees and disbursements of counsel) that may be paid or incurred by any Guaranteed Party in enforcing any rights 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 doesrespect to, or does not docollecting, will have any Material Adverse Effector all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty Agreement. (be) The Custodian Guarantor understands and agrees that its obligations hereunder shall be construed as continuing, absolute and unconditional without regard to (i) the validity, regularity or enforceability of any Operative Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may ask at any time be available to or be asserted by the Trustee Assignee against any Guaranteed Party, or (iii) any other instances whatsoever (with or without notice to or knowledge of the Assignee or the Manager if any action or inaction on its part is reasonably likely toGuarantor) that constitutes, or willmight be construed to constitute, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by an equitable or legal discharge of Assignee for the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely toObligations, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of Guarantor under this Guaranty Agreement, in bankruptcy or be liable under in 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 Custodianother instance.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it willCompany undertakes: (a) (notice accounting records) to keep proper accounting records and ensure that each of default) give notice in writing to its Subsidiaries does the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event;same; and (b) (compliance with law) conduct of business) to conduct its business (iincluding collecting debts owed to it) maintain in effect all qualificationsa proper, consents, licenses, permits, approvals, exemptions, filings orderly 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 Effectefficient manner; 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 Defaultno cessation of business) if a Material Default occurs in respect not, without Fortrend Securities’ consent, to a Receivable, take all reasonable action cease conducting any of its business and not to assist significantly change the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights;general character of any business it conducts; and (d) (Insurance Policies) (iinformation) act in accordance with the terms of to give Fortrend Securities any Mortgage Insurance Policies document or other information that Fortrend Securities reasonably requests from time to the extent applicable to the Custodiantime; 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) (notificationstatus certificates) notify the Trusteeon request from Fortrend Securities, the Manager and the Servicer to give Fortrend Securities a certificate signed by two of any event its directors which it reasonably believes states whether a Termination Event or Potential Termination Event, or Review Event is likely to have a Material Adverse Effect promptly after becoming aware of such event;continuing; and (f) (provide information maintain authorisations) to obtain, renew on time and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by comply 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer terms of each authorisation necessary for it to enter into 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 Documents to which it is a party; , to comply with its obligations and exercise its rights under them and to allow them to be enforced; and Standby Subscription Agreement 28 September 2010 900999 v1/HN 16 (ig) (pay taxescontinuous disclosure) subject to receiving payment from, or being reimbursed bycomply at all times with its obligations under Chapter 6CA of the Corporations Act and under the ASX Listing Rules and to notify ASX on the date a Drawdown Notice is given of the giving of the Drawdown Notice, the relevant Obligor or being indemnified Drawing, the Drawdown Date and reasonable details of the pricing of the Shares to be issued under the Drawdown Notice and, if requested by the TrusteeFortrend Securities, pay all Taxes that relate to immediately disclose to the Custodial Services (other than market any Tax on, or measured inside information concerning the Company possessed by reference to, the income of a Trust Fortrend Securities 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 insuranceSubscriber; 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 7.1 The custodian's undertakings The Custodian Issuer undertakes to the Seller that it will at all times, prior to the transfer of legal title to the Loans and their Related Security to the Issuer in accordance with Clause 6 (Perfection of the Sale) (or will direct the relevant Servicer at all times during to), use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Term Loans and their Related Security comprised in the Portfolio in accordance with the Seller’s Policies (as provided to the Servicer on the Closing Date in a document stored upon electronic or digital media (including, but not limited to, a CD) in a format acceptable to the Servicer (acting reasonably)), subject to such changes made by the Seller prior to transfer of legal title to the Loans and their Related Security in accordance with Clause 6 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Residential Mortgage Lender). 7.2 The Seller undertakes to the Issuer that, in the event that any Borrower establishes that it will:has at any time prior to the Closing Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Issuer harmless against any such claims and to indemnify the Issuer on an after-Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. 7.3 The Seller undertakes to the Issuer and the Security Trustee that, pending perfection of the assignment after the occurrence of any event under Clause 6 (Perfection of the Sale): (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) shall not do or omit to do anything whichany act or thing which might, or in the omission opinion of which, the Issuer and/or Security Trustee (as the case may be), could be reasonably expected to prejudicially affect prejudice the interests of the Issuer and/or the Security Trustee in the Portfolio; (b) it shall promptly notify the Issuer and the Security Trustee in writing if it receives written notice of any litigation or limit its rights claim calling into question in any material way the Seller's or the rights Issuer's title to any Loan or its Related Security comprised in the Portfolio or if it becomes aware of any material breach of any of the Trustee or the Servicer under or Loan Warranties in respect of a Mortgage Insurance Policy any Loan or its Related Security comprised in the Portfolio or any material breach of any other obligations of the Seller under this Agreement (unless such breach is either rectified or such Loan and their Related Security is repurchased by the Seller); (c) it shall, if required to do so by the Issuer or the Security Trustee, lend its name to, and take such other steps as may reasonably be required in relation to legal proceedings to the extent those rights relate necessary to a Receivable protect, preserve and enforce its title or the Issuer's or the Security Trustee's title to or interest in respect of the relevant Loans or their Related Security comprised in the Portfolio and the Receivable RightsIssuer will have power of attorney to act in the name of the Seller pursuant to the Seller Power of Attorney, provided that the Seller is reimbursed by the Issuer subject to and in accordance with the relevant Priority of Payments for the reasonable legal expenses and costs of such proceedings; (d) it shall use all reasonable endeavours to obtain as soon as reasonably possible that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, include the relevant title number) comprised in the Portfolio which are registered at the Land Registry; (e) (notification) notify it shall, where relevant, make and enforce claims under the Trustee, Third Party Buildings Policies and Insurance Policies relating to the Manager and the Servicer Properties of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware has the benefit and hold the proceeds of such event;claims on trust for the Issuer or as the Issuer may direct; and (f) (provide information it shall, where relevant, make and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by enforce claims under the Trustee, the Manager or the Servicer, with respect to all matters Related Security and rights of action against third parties relating to the Custodial Services Properties of which it has the benefit and upon reasonable notice hold the proceeds of such claims on trust for the Issuer or as the Issuer may direct. 7.4 The Seller undertakes to the Issuer and the Security Trustee that it shall grant security powers of attorney to the Issuer and the Security Trustee substantially in the form set out in Schedule 3 (Seller Power of Attorney). 7.5 The Seller undertakes to the Issuer and the Security Trustee that if it (or an entity that is an originator within the meaning of Article 4(1)(13) of the Capital Requirements Regulation (Regulation 575/2013 EC) as it formed part of domestic law at reasonable times permit 11:00 p.m. on 31 December 2020, or, from 31 March 2022, within the Trustee, meaning of Article 4(1)(13) of the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or Capital Requirements Regulation as it forms part of retained EU law as defined in the Servicer to enter the Premises and inspect the Data Base EUWA in relation to each Relevant Trust and the Relevant Documents; securitisation as a related entity of the Seller (ga Group Originator)) (Report Record of Movements) provide purchases any Notes or Certificates or other positions in 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 Securitisation constituted by the TrusteeTransaction Documents beyond its contractual obligations, pay all Taxes that such purchase will be exceptional and in any event only relate to the Custodial Services purchase or repurchase (other than in whole or in part) of the Most Senior Class of Notes, and any Tax onsuch purchase or repurchase, and any repurchase, restructuring or measured by reference to, the income substitution of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty underlying assets by the Custodian, pay those Taxes itself Seller (or ensure those Taxes are paid;a Group Originator) beyond its contractual obligations will be made in accordance with prevailing market conditions with the parties to them acting in their own interests as free and independent parties (arm’s length). (j) (not claim) not claim 7.6 If any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in Borrower exercises 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 right of set-off in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide Loans comprised in the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effectPortfolio: (a) In performing as a result of any act or omission of the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have Seller at any Material Adverse Effect.time; or (b) The Custodian may ask in relation to any debt or other monies owing by the Trustee or Seller to the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect.Borrower, (c) The Custodian may rely upon any statement so that the amount of principal and/or interest owing under a Loan is reduced but no corresponding amount is received by the Issuer, then the Seller hereby undertakes to the Issuer and the Security Trustee or that it will reimburse the Manager that Issuer for any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effectsuch reduction. (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 (a) The custodian's undertakings The Custodian undertakes that at all times during the Term it willundersigned Registrant hereby undertakes: (a1) (notice of default) give notice To file, during any period in writing which offers or sales are being made, a post-effective amendment to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law)this Registration Statement: (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be to include any prospectus required under any applicable law in order properly to perform or comply with its obligations under this Agreementby Section 10(a)(3) of the Securities Act; (ii) comply with all Laws to reflect in connection the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the provision SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the Custodial Services where failure to do so would have a Material Adverse Effecteffective Registration Statement; and (iii) comply to include any material information with respect to the Consumer Credit Legislation plan of distribution not previously disclosed in connection with the provision Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Custodial Services so Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Paymentsinitial bona fide offering thereof. (c3) (Material Default) if To remove from registration by means of 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 post-effective amendment 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 securities being registered which remain unsold at the Servicer under or in respect termination 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 Effectoffering. (b) The Custodian may ask undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Trustee Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Manager if any action or inaction on its part Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is reasonably likely toincorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, or will, have a Material Adverse Effectand the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The Custodian Insofar as indemnification for liabilities arising under the Securities Act may rely upon any statement be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trustee Registrant of expenses incurred or paid by a director, officer or controlling person of the Manager that Registrant in the successful defense of any action action, suit or inaction proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the Custodian is reasonably likely to, or will, have a Material Adverse Effectfinal adjudication of such issue. (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 Borrower undertakes, in relation to itself and, where applicable, each of its Relevant Subsidiaries that, so long as any sum remains to be lent or remains payable under this Agreement: 18.1 Its payment obligations under this Agreement rank and will at all times during rank at least equally and rateably in all respects with all its other unsecured and unsubordinated Indebtedness except for such unsecured Indebtedness as would, by virtue only of the Term it operation of law, be preferred. 18.2 The Borrower will not, and will procure that no other member of the Group will, create or have outstanding any Security on or over their respective Assets, except for: (a) Security existing as at the date of the Amendment Agreements and any replacement of any such Security provided that such replacement Security (notice of defaultx) give notice in writing relates to the Trustee same Assets as the Security that is replaced; and each Designated Rating Agency of it becoming aware (y) secures Indebtedness of the occurrence same creditor and represents an extension of the Indebtedness secured thereby (but, except with the prior consent of the Majority Banks, the principal, capital or nominal amount secured by any Custodial Transfer Eventinitial or replacement Security referred to in this paragraph (a) may not be increased beyond the maximum such amount secured by the relevant Security at the date of the Amendment Agreements); (b) (compliance with law) (i) maintain liens arising solely by operation of law and 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 business; (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 Security over cash or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the Group enters into foreign exchange, swap or derivative transactions for hedging purposes in respect the ordinary course of business and with which cash or securities are required to a Receivable, take all reasonable action be deposited in order for such transaction to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsbe entered into; (d) (Insurance Policies) (i) act Security relating to “cautions”, guarantees, surety bonds and any similar transaction in accordance with the terms ordinary course of business and not at 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 time exceeding in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rightsaggregate EUR 10,000,000; (e) (notification) notify Security arising in respect of the Trustee, purchase of machinery and equipment in the Manager ordinary course of business and granted over such assets to secure Indebtedness raised to finance the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventacquisition thereof; (f) (provide information Security for taxes or governmental charges contested in good faith 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documentswhich adequate reserves have been made; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract Security resulting from the Record securitisation transactions permitted pursuant to Clause 18.3(b) below, subject to a maximum amount of Movements applicable to that week's movements of Relevant DocumentsEUR 5,000,000; (h) (comply with other obligationsSecurity resulting from financial leases permitted pursuant to Clause 18.10(g) comply with all its obligations under any Transaction Document below to which it is a partythe extent granted over the relevant leased assets; (i) (pay taxes) subject Security required by law to receiving payment from, or being reimbursed by, be created in order to implement 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 paidStrategic Plan; (j) (not claim) not claim any Security Interest over any Assetarising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by the relevant member of the Group in the ordinary course of its business; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a Security created over Assets acquired after the date of the Amendment Agreements and securing Project Finance Indebtedness provided that the only Assets which are the subject of that Security are Assets which are the subject of the relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms NoticeProject; (l) any other Security created or outstanding (insurancesi) ensure that with the Premises are appropriately insured for fire and public risksconsent of the Bridge Majority Lenders under the Bridge Facility, but only if the Security in question does not secure liabilities under the Bridge Facility Agreement or (ii) in the ordinary course of business, and that it has appropriate directors over assets having an aggregate value, and officers insurancesecuring Indebtedness, not exceeding in aggregate at any time EUR 20,000,000 for all members of the Group; and (m) (Data Base) maintain at any time after the Data Base collectedBridge Facility Discharge Date, held any other Security created or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide outstanding with 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 prior consent of the CustodianMajority Banks.

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 qualificationsThe Bank having at the request of the Chargor(s) given its express or implied undertaking or covenant to any financial institution and/or the Developer/Vendor/Proprietor or their solicitors or firm of solicitors purporting to act for the financial institution or the Developer/Vendor/Proprietor, 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 Agreementpay; (ii) comply with all Laws in connection with The Bank having at the provision request of the Custodial Services where failure Chargor(s) given its express or implied undertaking or covenant to do so would have a Material Adverse Effect; and pay the Bank’s solicitors to enable the Bank’s solicitors to give to the financial institution and/or the Developer/Vendor/Proprietor and/or the solicitors acting for the financial institution and/or the Developer/Vendor/Proprietor and/or their solicitor’s undertaking to pay, the balance purchase price or Contract Cost payable by the Chargor(s) under the schedule of payment set out in the Sale and Purchase Agreement or any variation in the order of payment thereof or under any other relevant sale and purchase agreement, the Chargor(s) agree(s) (iiiin addition to the Property being charged as provided herein) comply with that the Consumer Credit Legislation in connection with Property is charged for the provision benefit of the Custodial Services so that Bank with payment of all monies undertaken or guaranteed or covenanted to be paid by 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 Bank to the extent applicable to financial institution and/or the Custodian; and (ii) not do Developer/Vendor/Proprietor or omit to do anything which, or their solicitors and/or the omission of whichBank’s solicitors, as the case may be, could and the Chargor(s) will at all times hereafter indemnify and keep the Bank indemnified against all actions, proceedings, costs, expenses, claims and demands which may be reasonably expected taken incurred or suffered by the Bank arising from the aforesaid undertaking given by the Bank to prejudicially affect or limit its rights or the rights financial institution and/or the Developer/Vendor/Proprietor and/or their solicitors and/or the Bank’s solicitors. (b) In the event that any of the Trustee Chargor(s) is/are declared a bankrupt or is/are already a bankrupt at the Servicer time of the grant of the Facility and the Bank does not realise its security under or this Charge within six (6) months from the date of the receiving order, the other Chargor(s) (if applicable) who is not bankrupt hereby agree(s) to pay the full amount of the Instalments and any monies outstanding in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable Facility and the Receivable Rights; (eBank is entitled to recover the same under this Charge notwithstanding Section 8(2A) (notification) notify 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 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & , ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 At all times during the Term continuance of the Facility granted under the Agreement until the repayment of all the amounts owing under the Facility and all other moneys, obligations and liabilities certain or contingent now or hereafter due owing or incurred by you to us and the Bank ceases to be under any obligation to make or to continue to make available the Facility to you, You : a. will not, default in the payment or performance of any obligations for borrowed monies or any financing facility or in respect of any other liabilities; b. will promptly furnish to the Bank such additional financial or other information as it willmay from time to time reasonably require; c. will give the Bank written notice of any Event of Default immediately upon your becoming aware of the occurrence thereof; d. will not, without the Bank’s prior written consent (which may in the Bank’s absolute discretion be given or withheld or given subject to any condition(s) borrow or raise any further monies or incur other/further credit or give any guarantees indemnities or other assurances against financial loss; e. will not, except as contemplated by the Agreement, without the Bank’s prior written consent (which may in the Bank’s absolute discretion be given or withheld or given subject to any condition(s): (i) create or permit to subsist or extend any mortgage, debenture, charge, pledge, assignment or lien or any other encumbrance or security interest whatsoever over all or any part of the Property and or any Security and your present or future undertaking, property, assets, rights or revenues except: (a) (notice those in existence at the date hereof and the existence of default) give notice which we have been notified of in writing at the date hereof and which are to secure the Trustee moneys obligations and each Designated Rating Agency of it becoming aware of liabilities which are owing at the occurrence of any Custodial Transfer Event;date hereof; and (b) (compliance with law) (i) maintain any lien arising by operation of law and title retention by suppliers in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings the ordinary course of business and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement;trading. (ii) comply with factor, sell, assign, discount or otherwise dispose of any book or other debts, claims or securities for money f. will pay and make adequate provision for the payment of all Laws in connection with Official Expenses; g. will remain the provision legal and beneficial owner 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 RightsProperty; (d) (Insurance Policies) (i) act in accordance with h. will sign 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 necessary application and/or declaration form relating to the Custodial Services application of insurance whether life, disability or non-life insurance as and upon reasonable notice and at reasonable times permit when required by the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant DocumentsBank; i. will not make any material change in the nature of your business as now conducted whether by acquisition, disposal or otherwise or part with sell or dispose of or attempt or agree to sell or dispose of or deal with (gwhether by a single transaction or a number of transactions) (Report Record the whole or any substantial part of Movements) provide your undertakings, property, assets or revenues except stock in trade disposed of in the Trustee usual course of trading as now conducted and for the Manager purpose of carrying 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 Documentsyour business; ▇. will notify the Bank in writing at least two (h2) months in advance of any intended change in your status or in the composition, of your shareholders or directors, partners (comply with other obligationsin the case of a firm) comply with all its obligations under and obtain the Bank’s prior written consent prior to effecting any Transaction Document to which it is a partysuch changes; (ik. will only use the Facility for the purpose(s) (pay taxes) that the Facility was granted and where the Bank has granted facilities for financing specific project, you will use the said facilities strictly only for the intended projects and purpose stated therein unless with the Bank’s prior consent which may in the Bank’s absolute discretion, be given or withheld or given 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 hourscondition(s). 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 ESCO undertakes that at all times contemporaneously with the execution of this Agreement, ESCO will furnish to Con Edison an affidavit in the form attached hereto (Appendix B) from a senior officer attesting to Con Edison's priority security interest in the funds received from ESCO customers in respect of ESCO charges and a first right of access to such funds. ESCO undertakes that, with the exception of any security interest in ESCO's customer receivables filed by a creditor of ESCO that the secured creditor has subordinated to Con Edison, no third party has any right, title or interest to any Customers' Accounts assigned by ESCO hereunder to Con Edison. ESCO further undertakes that, except for any secured creditor security interest meeting the criterion of this paragraph, it shall not grant to any third party any interest in or claim of right, title or interest on those Accounts or any new Customers' Accounts opened during the Term term of this Agreement. ESCO undertakes that contemporaneously with the execution of this Agreement, an officer of ESCO will furnish to Con Edison an affidavit in the form attached hereto (Appendix C) representing that, with respect to non-residential ESCO Customers billed under CUBS, the ESCO has notified its current non-residential customers and will notify its future non-residential customers that Con Edison is permitted to disconnect service to a customer for non-payment of ESCO charges. To the fullest extent allowed by law, ESCO agrees to indemnify and hold harmless Con Edison from and against any liability, cost, expense, or penalty it will: (a) (notice incurs if the customer's service is discontinued for non-payment and the customer establishes that it did not receive such notification. ESCO undertakes that, in the event new or revised electronic data interchange transaction sets are approved by the NYPSC and are applicable to information to be communicated hereunder, ESCO will promptly develop and test all such transaction sets. PAYMENT FOR PURCHASE OF RECEIVABLES Beginning in the second calendar month following commencement 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 consolidated billing under this Agreement; , Con Edison will pay ESCO, via ACH (iiAutomated Clearing House) comply with credit to a bank (or other mutually agreed to depository or payee) designated in writing by ESCO, on the 20th calendar day of the month (or the next following business day if the 20th falls on a Saturday, Sunday, or public holiday) (the "remittance date") an amount equal to all Laws undisputed ESCO charges billed to ESCO Customers in connection the previous calendar month net of (1) the discount described below on such billed amounts and (2) such other charges and fees of the types listed below, or as may later become applicable to the service provided to ESCO, and other adjustments. An ESCO charge is disputed if Con Edison is informed that the ESCO customer has questioned the ESCO's rates, charges or service. A Customer's claim of either inability to pay or inaccurate meter reading shall not constitute a dispute for purposes of Con Edison's obligation to pay ESCO amounts billed for its commodity supply. Con Edison will pay ESCO for resolved disputed ESCO charges with the provision next remittance provided that such remittance is made is no less than five business days after Con Edison's receipt of payment from the Customer. ESCO will forward promptly to Con Edison, without set-off or deduction, any payment received by ESCO on a Customer Account and the cash equivalent of any credit to be applied to the Customer Account. Con Edison will apply a discount rate (the "Purchase Discount") to the face value of the Custodial Services where failure amounts billed (excluding sales tax) on behalf of ESCO to do so would have a Material Adverse Effect; and (iii) comply with determine the Consumer Credit Legislation in connection with consideration to be paid for the provision assignment of ESCO accounts receivable. The Purchase Discount rate for 2005 for electricity receivables is 0.97 percent. The Purchase Discount rate for 2005 for natural gas receivables is 1.41 percent, subject to change by action of the Custodial Services so that NYPSC. The Purchase Discount rate(s) will be established and adjusted annually to reflect changes in the Trustee does not personally or Company's costs 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 previous calendar year in accordance with the terms of any Mortgage Insurance Policies to formula(e) approved by the extent applicable to NYPSC. The adjusted Purchase Discount rate will be effective on the Custodian; and (ii) not do or omit to do anything whichnext January 1 for the calendar year, 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) Company will 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) ESCO as soon as reasonably practicable after being requested so the new rate(s) are calculated. ESCO may invoke mediation under the NYPSC's Office of Hearings and Alternative Dispute Resolution if ESCO believes that the Company has not established any increase in the Purchase Discount rate level after 2005 reasonably in accordance with the criteria applicable to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating adjustments to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursPurchase Discount rate. 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 ‌ As long as any Bond remains outstanding, the Issuer undertakes that at all times during the Term it willto: (a) (notice Not to be subject, in general, to a tax authority other than Belgium, with the exception of default) give notice in writing to its current and future foreign permanent establishments or taxable presence within the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventEuropean Economic Area; (b) Once the Bonds are admitted to negotiation on the regulated market of Euronext Brussels (compliance with lawon or before the Issue Date) , (i) to provide the exchange with all documents, information and undertakings and to publish all communications or any other material considered as useful for the realisation and maintenance of such admission and (ii) to ensure the maintenance of such admission as long as the Bonds remain in circulation; if the Bonds are not or are no longer admitted to negotiation on the regulated market of NYSE Euronext Brussels, the Issuer will immediately take all reasonable measures in respect of the admission of the Bonds for the negotiation on a regulated market of the European Economic Area; (c) To maintain in effect or to obtain all qualificationsthe necessary authorisations, consents, licenses, permits, approvals, exemptions, filings registrations (i) for the Issuer to duly issue the Bonds, to enjoy the rights granted and registrations as may be required under any applicable law in order properly to perform or comply with its respect the obligations under this Agreement; arising from them, (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 ensure that such obligations are legal, valid and enforceable and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so to ensure that the Trustee does not personally or Bonds are admitted as evidence in its capacity as trustee front 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 RightsBelgian courts; (d) (Insurance Policies) Ensure that (i) act the Gearing and (ii) the Consolidated Gearing, is below 65 per cent, in accordance with the terms of any Mortgage Insurance Policies to REIT Legislation. However, should the extent applicable to REIT Legislation increase this ratio, the Custodian; and Issuer shall still respect this Condition 5.10 (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 Rightsd); (e) (notification) notify Ensure that 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 eventInterest Cover exceeds 1.5:1; (f) (provide information and access on request) Not to create or have outstanding and, as soon far as reasonably practicable after being requested so to doany Subsidiary is concerned, provide information reasonably requested by the Trusteeprocure that no Subsidiary creates or has outstanding any Security, the Manager upon or the Servicer, with respect to all matters relating the whole or any part of their present or future business, undertakings, assets or revenues (including any uncalled capital) which together with any other Security granted by the Issuer or any of its Subsidiaries would encumber assets whose global value would exceed 20% of the Global Fair Value of the Real Estate Assets owned by the Issuer and its Subsidiaries; (g) Not to enter into any demerger, merger, contribution of branches of activities or a generality of assets, or any corporate action assimilated to these (hereafter jointly referred to as Restructuring), except for (i) intra group Restructurings on a solvent basis at the level of the Subsidiaries of the Issuer, (ii) for Restructurings on a solvent basis involving the Issuer and one or more companies operating in the real estate sector (be it a Subsidiary or not) to the Custodial Services extent the Issuer is the absorbing or acquiring entity and upon reasonable notice (iii) for mergers involving the Issuer and at reasonable times permit another vastgoedbevak/sicafi or Gereglementeerde Vastgoedvennootschap/Société Immobilière Réglementée, whereby such vastgoedbevak/sicafi or Gereglementeerde Vastgoedvennootschap/Société Immobilière Réglementée or a newly incorporated vastgoedbevak/sicafi or Gereglementeerde Vastgoedvennootschap/Société Immobilière Réglementée is the Trusteeabsorbing entity, provided, in this latter case, that such merger has been approved by a General Meeting of Bondholders (prior to the ------------------------------------------------------------------------------ Page filing of any merger proposal), with the quorum and majority requirements as set out in Article 574 of the Companies Code, it being understood that the Issuer, its Subsidiaries, any member of the Family ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ (9) Custodian Agreement defined as ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and their respective descendants) and any significant shareholder (i.e. any shareholder having to disclose a major holding pursuant to the Servicer applicable legislation) shall in any event not be entitled to enter the Premises vote at such meeting should they hold Bonds (Restructurings mentioned under (i), (ii) and inspect the Data Base in relation (iii) above are referred 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 Documentsas Permitted Restructurings); (h) Use its best endeavours to (comply i) procure that the Change of Control Resolutions be passed at the next general meeting of the Shareholders of the Issuer and (ii) file a copy of the resolutions as aforesaid promptly thereafter with other obligations) comply with all its obligations under any Transaction Document to which it is a partythe Clerk of the Commercial Court and by 15 June 2015 at the latest; (i) (pay taxes) subject Not to receiving payment from, incur or being reimbursed by, allow to remain outstanding any Personal Security covering any Financial Indebtedness of any person which is not a member of 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 paidIssuer Group; (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 Promptly inform 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 Bondholders of the Custodianoccurrence of any Event of Default (and the steps, if any, being taken to remedy it).

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 The Issuer will convene an Extraordinary General Meeting to be held not later than the Trustee and each Designated Rating Agency of it becoming aware Long-Stop Date to seek shareholders’ approval 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 EffectShareholder Resolutions. (b) The Custodian may ask Issuer undertakes to use all reasonable endeavours to obtain by no later than 30 days after the Trustee Closing Date and thereafter maintain the listing of the Bonds on an internationally recognised, regularly operating, regulated or non-regulated, stock exchange or securities market as determined by the Manager if Issuer. The Issuer will forthwith give notice to the Bondholders in accordance with Condition 16 of the listing or delisting of the Bonds by any action of such stock exchanges or inaction on its part is reasonably likely to, or will, have a Material Adverse Effectsecurities markets. (c) The Custodian may rely upon Whilst any statement Settlement Right or Conversion Right remains exercisable, the Issuer will, save with the approval of an Extraordinary Resolution: (i) not issue or pay up any Securities, in either case by way of capitalisation of profits or reserves or for no consideration, other than: (A) in connection with Newco Scheme; or (B) by the Trustee or issue of Ordinary Shares and/or savings shares in connection with the Manager that any action or inaction merger of Telecom Italia Media S.p.A. into the Issuer; or (C) by the Custodian is reasonably likely issue of fully paid Ordinary Shares or other Securities to Shareholders and other holders of shares in the capital of the Issuer which by their terms entitle the holders thereof to receive Ordinary Shares or other shares or Securities on a capitalisation of profits or reserves; or (D) by the issue of Ordinary Shares paid up in full (in accordance with applicable law) and issued wholly, ignoring fractional entitlements, in lieu of the whole or part of a Dividend in cash; or (E) by the issue of fully paid equity share capital (other than Ordinary Shares) to the holders of equity share capital of the same class and other holders of shares in the capital of the Issuer which by their terms entitle the holders thereof to receive equity share capital (other than Ordinary Shares); or (F) by the issue of Ordinary Shares or any equity share capital to, or willfor the benefit of, have a Material Adverse Effect. (d) Subject any employee or former employee, director or executive holding or formerly holding executive office of the Issuer or any of its Subsidiaries or any associated company or to paragraph (a)trustees or nominees to be held for the benefit of any such person, in any such case pursuant to an employee, director or executive share or option scheme whether for all employees, directors, or executives or any one or more of them, unless, in any such case, the Custodian shall not be liable same constitutes a Dividend or otherwise gives rise (or would, but for a breach the provisions of this Agreement, or be liable under any indemnity, in relation Condition 6(g) relating to any action or inaction on its part, where it has been notified by the Trustee roundings or the Manager that carry forward of adjustments, give rise) to an adjustment to 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.Conversion Price;

Undertakings. 4.1 The custodian's undertakings The Custodian Manager undertakes that at all times during with the Term it willBank that: (a) (notice of default) give notice in writing the Manager will not agree or purport to the Trustee and each Designated Rating Agency of it becoming aware agree to any amendment or variation of the occurrence Management Agreement without the prior written consent of any Custodial Transfer Eventthe Bank; (b) the Manager will not, without the prior written consent of the Bank, take any action or institute any proceedings or make or assert any claim on or in respect of the Ship or its policies and contracts of insurance (compliance which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Security Period (as such term is defined in the General Assignment dated 2005 (the “General Assignment”) executed by the Borrower in favour of the Bank in relation to the Ship’s Earnings (as such term is defined below), Insurances and Requisition Compensation (as such term is defined in the General Assignment)) in place or taken out or entered into by or for the benefit of the Borrower (whether in the sole name of the Borrower or in the joint names of the Borrower and the Bank or otherwise) in respect of the Ship and her Earnings (as such term is defined below) or otherwise howsoever in connection with law) the Ship and all benefits thereof (iincluding claims of whatsoever nature and return of premiums) maintain (together the “Insurances”) or all moneys whatsoever from time to time due or payable to the Borrower during the Security Period (as such term is defined in effect the General Assignment) arising out of the use or operation of the Ship including (but without limiting the generality of the foregoing) all qualificationsfreight, consentshire and passage moneys, licensesincome arising under pooling arrangements, permitscompensation payable to the Borrower in the event of requisition of the Ship for hire, approvalsremuneration for salvage and towage services, exemptionsdemurrage and detention moneys, filings and registrations as may be required under damages for breach (or payments for variation or termination) of any applicable law charterparty or other contract for the employment of the Ship (the “Earnings”) or any other property or other assets of the Borrower which the Bank has previously advised the Manager are subject to any encumbrance or right of set-off in order properly favour of the Bank by virtue of any of the security documents executed in favour of the Bank pursuant to perform or comply with its obligations under this the Loan Agreement; (iic) comply with all Laws the Manager does hereby subordinate any claim that it may have against the Borrower or otherwise in connection respect of the Ship and its Earnings, Insurances and Requisition Compensation (as such term is defined in the General Assignment) to the claims of the Bank under the Loan Agreement and the other Security Documents (as such term is defined in the General Assignment) and undertakes to exercise no right to which it may be entitled in respect of the Borrower and/or the Ship and/or its Earnings and/or Insurances and/or Requisition Compensation (as such term is defined in the General Assignment) in competition 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 RightsBank; (d) (Insurance Policies) (i) act in accordance with the terms of Manager will discontinue any Mortgage Insurance Policies to such action or proceedings or claim which may have been taken, instituted or made or asserted, promptly upon notice from the extent applicable to the Custodian; and (ii) not do or omit Bank 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 Rightsso; (e) (notification) the Manager will promptly notify the Trustee, Bank if at any time the amount owed by the Borrower to the Manager and pursuant to the Servicer Management Agreement (whether in respect of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event;the Manager’s remuneration or disbursements or otherwise) exceeds US$100,000 or the equivalent in other currencies; and (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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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) will provide the Trustee and Bank with such information concerning the Manager on Ship as the last Business Day of each week a copy of an extract Bank may from the Record of Movements applicable time 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 hourstime reasonably require. 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 of the Creditors (other than the Trustees) and each Trustee (for itself and as trustee for the relevant Creditors) undertakes that at all times during the Term it willexcept as otherwise expressly provided in this Agreement: (a) (notice it will not contest or challenge the validity, perfection, priority, effectiveness or enforceability of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware any or all of the occurrence of Debt or any Custodial Transfer Eventguarantee or Security granted or purported to be granted in respect thereof; (b) to the extent that it is reasonably practicable to do so, each Creditor (compliance with law) (iprovided, in the case of each of the Trustees that its costs and expenses in so acting have been paid or indemnified to its satisfaction) maintain in effect shall give all qualificationsnecessary instructions to any paying agents, consentsregistrars, licensescustodians, permitsnominees, approvals, exemptions, filings and registrations as may be required under any applicable law book entry depositories or agents performing similar functions in order properly to perform or comply with its obligations under implement and give effect at all times to the arrangements contemplated by this Agreement; (c) to the extent that a Creditor receives any amount (or an increased amount) that it would not have received but for: (i) any invalidity, failure to perfect or unenforceability of any or all of the Debt or any guarantee or any Security granted or purported to be granted in respect of the Debt or the failure to take Security over assets intended to be the subject of any of the Transaction Security Documents; (ii) comply with all Laws any failure of any ranking of Security interests; (iii) any of the Security granted or purported to be granted under the Transaction Security Documents being set aside in connection with any Insolvency Event; or (iv) any claims being subordinated pursuant to applicable law, the provision relevant Creditor (and in the case of any Trustee, subject to Clause 18 (The Security Agent) and to Clause 19 (The Notes Trustee)) shall forthwith pay such amount or increased amount to the Custodial Services where failure to do so would have a Material Adverse EffectSecurity Agent for application in accordance with Clause 14.1 (Order of Application) as far as permitted by applicable law; 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 it will not contest, challenge, impair or impede any Enforcement Action taken in accordance with the terms of this Agreement (or any Mortgage Insurance Policies delay or failure to the extent applicable to the Custodian; and (iitake any Enforcement Action) 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 by 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursCreditor. 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 Assignor hereby undertakes that at all times during to the Term it will:Bank as follows:- (a1) (forthwith upon the execution of this Deed to give notice of default) give notice in writing this Assignment to the Trustee Purchaser in the form of Second Schedule and each Designated Rating Agency procure that the Purchaser acknowledges such notice of it becoming aware assignment in the form of the occurrence of any Custodial Transfer EventThird Schedule; (b2) save as provided in this Deed, not to (compliance with law) (iand not to agree, conditionally or unconditionally, to) maintain in effect all qualificationssell, consentsassign, licensestransfer, charge or otherwise dispose of the Assignor's rights, title, interest, benefits, advantages, permits, approvals, exemptions, filings licences and registrations as may be required under any applicable law remedies in order properly to perform or comply with its obligations under this the Sale Agreement; (ii3) comply with to take all Laws in connection with steps necessary or advisable to secure the provision due performance by the Purchaser of the Custodial Services where failure to do so would have a Material Adverse Effect; andPurchaser's obligations under the Sale Agreement; (iii4) to promptly and diligently perform and comply with the Consumer Credit Legislation Assignor's obligations contained in connection with the provision of Sale Agreement and institute and prosecute all such proceedings as may be necessary or advisable to preserve or protect the Custodial Services so that Assignor's interest in 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 RightsSale Agreement; (d5) (Insurance Policies)from time to time at the request of the Bank, the Assignor will execute and deliver promptly and duly to the Bank any such further instruments or documents, and to do any act or thing, as the Bank may require or which are required by law, for the purpose of perfecting the security created by this Deed and of obtaining the full benefit of this Deed and of the rights and powers hereby granted; (i6) act in accordance with the terms not to make or agree to any amendment, cancellation, termination or repudiation of any Mortgage Insurance Policies of the terms, covenants and conditions of the Sale Agreement or release the Purchaser from its obligations under the Sale Agreement or exercise any rights or powers of termination under the Sale Agreement or waive any breach of the Sale Agreement; (7) to ensure that all sums of money hereby assigned or to be assigned to the extent applicable Bank shall forthwith be paid to the Custodian; andBank or as the Bank may direct. Pending payment of such sums of money to the Bank or as may be directed by the Bank, the Assignor shall hold all such sums of money as trustee upon trust for the Bank absolutely; (ii) 8) not do to take or omit to do anything whichtake any action, the taking or the omission of whichwhich may render the Sale Agreement invalid or result in any cancellation, as termination or repudiation of any of the case terms, covenants and conditions of the Sale Agreement or take any steps which is in the opinion of the Bank adverse to the interest of the Bank under this Deed; (9) not to exercise at any time, any right or power conferred on the Assignor by the Sale Agreement in any manner which in the opinion of the Bank has a material adverse effect on the financial position of the Assignor under this Deed; (10) to do or permit to be done each and every act or thing which the Bank may be, could from time to time require to be reasonably expected to prejudicially affect or limit its rights or done for the purpose of enforcing the rights of the Trustee or Bank under this Deed and will allow the Servicer under or in respect of a Mortgage Insurance Policy Assignor's name to the extent those rights relate to a Receivable be used as 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 when required 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 Bank for 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 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 The custodian's undertakings in this Clause 18 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 until the Termination Date. The Custodian undertakes Borrower shall, save with the approval of the Majority Lenders, 18.1 not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favourable than such rights attaching to the Ordinary Shares but so that at all times during the Term it willnothing in this Clause 18.1 shall prevent: 18.1.1 the issue of equity share capital to employees or former employees or directors (aincluding directors holding or formerly holding executive office or the personal service company of any such person) (notice or the spouse or relative of defaultany such person) give notice whether of the Borrower or any of the Borrower’s Subsidiaries or associated companies by virtue of their office or employment pursuant to any scheme or plan approved by the Borrower in writing general meeting or which is established pursuant to such a scheme or plan which is or has been so approved; 18.1.2 any consolidation, reclassification or subdivision of the Ordinary Shares; 18.1.3 any modification of such rights which is not, in the determination in its absolute discretion of an independent financial adviser, materially prejudicial to the Trustee and each Designated Rating Agency of it becoming aware interests of the occurrence of any Custodial Transfer EventLenders; 18.1.4 any alteration to the articles of association of the Borrower made in connection with the matters described in this Clause 18 or which is supplemental or incidental to any of the foregoing (bincluding 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); 18.1.5 any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 13.4 (Procedure for exercise of Conversion Rights) relating to roundings, otherwise result in an adjustment to the Conversion Price; 18.1.6 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 (compliance with lawif any) adjustments should be made to 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 is required or that an adjustment to the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment is to be made and, in any such case, the date on which the adjustment shall take effect (and so that the adjustment shall be made and shall take effect accordingly); (i) maintain in 18.2 not make any issue, grant or distribution or take or omit to take any other action if the effect all qualificationsthereof would be that, consentson the exercise of Conversion Rights, licensesOrdinary Shares could not, permits, approvals, exemptions, filings and registrations as may be required under any applicable law then in order properly effect, be legally issued as fully paid; 18.3 not reduce its issued share capital or any uncalled liability in respect thereof, or any non-distributable reserves, except: 18.3.1 pursuant to perform the terms of issue of the relevant share capital; 18.3.2 by means of a purchase or comply with redemption of share capital of the Borrower to the extent, in any such case, permitted by applicable law; 18.3.3 where the reduction does not involve any distribution of assets; 18.3.4 solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed; 18.3.5 to create distributable reserves; 18.3.6 by way of transfer to reserves as permitted under applicable law; 18.3.7 where the reduction is permitted by applicable law and an independent financial adviser, acting as expert and in its obligations under absolute discretion, advises that the interests of the Lenders will not be materially prejudiced by such reduction; 18.3.8 where the reduction is permitted by applicable law and results in an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made, or 18.3.9 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 consent of any Lender; 18.4 provide to the Lenders, by no later than the Tranche A Closing 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 18.5 pay and discharge all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that) (i) payment of those Taxes is being contested in good faith, (ii) comply with all Laws in connection with adequate reserves are being maintained for those Taxes and the provision of the Custodial Services where failure costs required to do so would have a Material Adverse Effect; and contest them (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 payment can be lawfully withheld and (iv) failure 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) those Taxes is 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;material adverse effect. (f) (provide information and access on request) as soon as reasonably practicable after being requested so 18.6 take all reasonable efforts 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 it will obtain 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 Tax Ruling as submitted in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee accordance with access to the Data Base upon reasonable request and during normal business hoursClause 17.6.3. 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 11.1 The custodian's undertakings in this clause 11 remain in force from the Original Execution Date for so long as any amount is outstanding under this Agreement or the Facility is available for borrowing, and save as the Lender might otherwise give its prior written consent. 11.2 The Custodian undertakes Borrower shall carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the Original Execution Date other than as a result of a transaction necessary to enable the Borrower to raise such amounts as are required to repay the Loan and/or any other sums payable under this Agreement. 11.3 The Borrower shall comply in all material respects with all applicable laws. 11.4 The Borrower promptly shall obtain, comply with and do all that at all times during the Term it willis necessary to maintain in full force and effect any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration required under any law or regulation of any relevant jurisdiction to: (a) (notice 11.4.1 enable it to perform its obligations under the Finance Documents; and 11.4.2 ensure the legality, validity, enforceability or admissibility in evidence of default) give notice the Finance Documents. 11.5 The Borrower shall immediately notify the Lender in writing of any material changes to its financial position compared to the Trustee projections provided to the Lender prior to the Original Execution Date. 11.6 The Borrower shall notify the Lender of any Event of Default or any event or circumstance specified in clause 12 (Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default (and each Designated Rating Agency of it the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 11.7.1 The Borrower shall take all necessary action to safeguard and maintain its rights in, or relating to, the occurrence Intellectual Property including (without limitation) by observing all material covenants and stipulations relating to those rights, and by paying all applicable renewal fees, licence fees and other outgoings. 11.7.2 The Borrower shall not permit any Intellectual Property to be disposed of, sold, abandoned, cancelled or to lapse without the prior written consent of the Lender. 11.8 The Borrower shall not incur or allow to remain outstanding any Custodial Transfer Event;Financial Indebtedness other than Permitted Financial Indebtedness. (b) (compliance with law) (i) maintain in effect all qualifications11.9 The Borrower shall not at any time, 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 except with the provision prior written consent of the Custodial Services where failure Lender: 11.9.1 create, purport 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 create or permit to subsist any Security on, or in its capacity as trustee of relation to, any Secured Asset other than 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 TrusteeDebenture, 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 ▇▇▇▇▇▇ ▇▇▇▇▇ & Debenture, the ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or Debenture and any other Security to which the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant DocumentsLender has given its prior written consent; (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 11.9.2 sell, assign, transfer, part 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 frompossession of, or being reimbursed byotherwise dispose of in any manner (or purport to do so), all or any part of, or any interest in, 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 effectSecured Assets except: (a) In performing in the Custodial Services the Custodian shall have regard ordinary course of business, Secured Assets that are only subject to whether what it does, or does not do, will have any Material Adverse Effect.an uncrystallised floating charge; or (b) The Custodian may ask as part of a transaction necessary to enable the Trustee or Borrower to raise such amounts as are required to repay the Manager if Loan and/or any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effectother sums payable under this Agreement. 11.9.3 create or grant (cor purport to create or grant) any interest in the Secured Assets in favour of a third party (subject to clause 11.9.1). 11.10 The Custodian may rely upon Borrower shall not declare, make or pay any statement dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital). 11.11 The Borrower shall not agree to increase the emoluments, commissions and/or bonuses payable to any of its directors more than once in any period of twelve months and in each case by a percentage in excess of the most recent calculation of the Retail Prices Index by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse EffectOffice of National Statistics. (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 undertakes that at all times during Pledgor hereby undertakes, save as otherwise permitted under the Term it willTransaction Documents: (a) (notice to subscribe for every increase in the Company’s share capital such that it always holds 100% of default) give notice the issued and outstanding shares in writing the Company, subject to the Trustee Purchase and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventSale Agreement; (b) (compliance with law) (i) maintain to assist the Secured Party in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings exercising any of its rights and registrations as may be required under any applicable law in order properly to perform or comply with its obligations powers 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 Secured Party in obtaining any necessary approvals and the Trustee authorisations from any relevant persons in order to enforce the relevant Receivable and the Receivable RightsPledge; (d) (Insurance Policies) (i) act in accordance with not to amend the terms Company’s articles of any Mortgage Insurance Policies to association without 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 RightsSecured Party’s prior written consent; (e) not to lease, sell, dispose of, pledge or otherwise encumber, all or any part of the Pledged Assets or any interest therein to anyone other than (notificationi) notify pursuant to this Agreement; and (ii) pursuant to and in accordance with the Trustee, the Manager Purchase and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventSale Agreement; (f) (provide information to take whatever action necessary to maintain the validity, perfection and access on request) as soon as reasonably practicable after being requested so enforceability of the Pledge and to do, provide information reasonably requested by enable the Trustee, the Manager or the Servicer, with respect Secured Party to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documentsexercise its rights under this Agreement; (g) (Report Record not to take or permit to be taken, any action which could potentially adversely affect the validity, perfection or enforceability of Movements) provide the Trustee Pledge and to immediately inform the Manager on Secured Party of any event which could potentially have 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 Documentssame effect; (h) (comply with other obligations) comply with all its obligations not to distribute any Dividends if prohibited under any Transaction Document to which it is a partythe Purchase and Sale Agreement; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, notify the relevant Obligor or being indemnified Secured Party of any future Shares to be issued 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;Company; and (j) until the release of this Agreement in accordance with the Purchase and Sale Agreement, the Pledgor shall not, after a claim has been made or by virtue of any payment made, security realised or moneys received hereunder for the account of the liabilities of any other party: i. be subrogated to any rights, security or moneys held, received or receivable by the Secured Party or be entitled to any right of contribution or indemnity; ii. receive claims or have the benefit of payments, distributions or security from or on account of any party to this Agreement, or exercise any rights of set-off as against such other party to this Agreement, other than as permitted by the Purchase and Sale Agreement or this Agreement; iii. exercise any Rights of Recourse or any other rights against any person, company and/or entity in any manner (not claimincluding for the avoidance of doubt, by way of provisional measures such as provisional attachment (saisie arret conservatoire) not claim or by way of set off) or take any Security Interest over action or do anything in relation to such Rights of Recourse or other similar rights, for as long as any Assetamount under the Secured Obligations remains outstanding. 8.2 The Company hereby undertakes to: (a) maintain the up-to-date Register at its registered office; (kb) (comply with Supplementary Terms Notice) comply with assist the Secured Party in exercising 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 Noticeof its rights and powers under this Agreement; (lc) (insurances) ensure that assist the Premises are appropriately insured for fire Secured Party in obtaining any necessary approvals and public risks, and that it has appropriate directors and officers insuranceauthorisations from any relevant persons in order to enforce the Pledge; 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 not to paragraph (a), distribute any Dividends if prohibited under the Custodian shall not be liable for a breach of this Purchase and Sale 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 5.1 Telewest and TCN agree 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager will pay to TCN within five Banking Days of signing this letter the sum of £41,000,000 (together with accrued interest) held by Telewest on trust for itself and TCN pursuant to the terms of the trust deed dated 1 October 2002, such payment to be made on the basis that TCN shall be absolutely entitled to any cash or property in the Servicer sum of £41,000,000 (together with accrued interest) from the time of receipt of the payment. 5.2 Telewest and TCN undertake from the date on which the conditions specified in sub-paragraphs 2.2(d), (e), (f) and (g) are satisfied until termination of this letter: (a) that the Borrowers will not issue a Drawdown Notice nor make any request for a Utilisation under the Ancillary Facilities Letter; and (b) not to enter make, or fund the Premises making of, any payments in respect of principal or cash interest that is owing or may become owing under the terms of the Agreed Securities; and (c) that TCN will not make (and inspect TCN will procure that no other member of the Data Base TCN Group makes) any Restricted Payment; and (d) to promptly inform the Agent of any breach of this letter forthwith upon becoming aware thereof, and will, if so requested by the Agent, confirm to the Agent in relation writing that, save as otherwise stated in such confirmation, no such breach has occurred and is continuing; and (e) to provide the Steering Committee with a copy of each proposed public announcement in respect of the Restructuring prior to the announcement and in the case where the proposed public announcement makes any reference to any or all of the Lenders, the Term Sheet, the Loan Agreement or this letter, such announcement shall be subject to obtaining the prior consent of the Steering Committee, save where Telewest or TCN is obliged by an order of a court of competent jurisdiction or pursuant to any law or regulation in accordance with which it is required to act, to make such public announcement, in which case it shall use reasonable endeavours to obtain the consent of the Steering Committee; and (f) to supply the Co-ordinators with any material information relating to the Restructuring, Telewest, the Telewest Group or any member of the Telewest Group no later than two Banking Days after receipt or delivery of the information by a member of the Telewest Group (including any material exchanged between a member of the Telewest Group and a Relevant Trust and the Relevant Documents;Creditor, a shareholder or any other strategic investor); and (g) (Report Record of Movements) provide to use reasonable endeavours to procure 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 termination of the CustodianRelationship Agreement by MediaOne and Microsoft and a release of their accrued rights against Telewest under that agreement.

Undertakings. 4.1 The custodian's undertakings The Custodian Pledgor undertakes that at all times during to the Term it willCollateral Agent: (a) to inform the Collateral Agent promptly of any attachments (notice Pfändung) in respect of default) give notice in writing the Collateral Assets pledged or transferred by it or any part thereof or any other measures which may impair or jeopardise the Collateral Agent’s rights or interests relating thereto. In the event of an attachment relating to its Collateral Assets, the Pledgor undertakes to promptly forward to the Trustee and each Designated Rating Agency of it becoming aware Collateral Agent a copy of the occurrence attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defense against the attachment. The Pledgor shall promptly inform the attaching creditor of any Custodial Transfer Eventthe Collateral Agent’s security interests; (b) (compliance with law) (i) maintain in effect to take all qualificationsactions or make all declarations the Collateral Agent may require for perfecting, consents, licenses, permits, approvals, exemptions, filings protecting or enforcing the Security Interests at the Pledgor’s own costs and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreementexpenses; (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 not to create or permit to subsist any encumbrance over all or any of the Collateral Assets pledged or assigned by it or any interest therein or otherwise sell, assign, transfer or dispose of, or license or sublicense any rights under or in respect to a Receivableof the whole or any part of such Collateral Assets or any interest therein (including, take all reasonable action to assist for the Servicer and avoidance of doubt, any transfer by means of universal or partial succession (Gesamtrechtsnachfolge, partielle Gesamtrechtsnachfolge)) other than as permitted under the Trustee to enforce Notes, including the relevant Receivable and the Receivable RightsPermitted Intellectual Property License; (d) to take all necessary steps for the maintenance of the Collateral Assets and the registration of the IP Rights pledged or assigned by it (Insurance Policiesincluding without limitation those set out in Schedule 1 (List of IP Rights) hereto), including the payment of any annual or renewal fees (Jahres- oder Verlängerungsgebühren) or application fees (Anmeldegebühren) to the relevant IP Register or the relevant authorities in connection with such IP Rights, for the compliance with any other necessary formalities, requirements or other proceedings before the relevant IP Register or the relevant authority and unless otherwise agreed upon between the Pledgor and the Collateral Agent in writing prior to the payment of the relevant annual or renewal fees or application fees (such agreement may be contained in any of the Notes Documents), except, if the Pledgor using the care of a prudent businessman (Sorgfalt eines ordentlichen Kaufmanns) decides to abandon or no longer maintain some of the IP Rights in the ordinary course of business; (ie) act to procure that any and all Collateral Assets created or acquired by it after the date of this Agreement will be pledged or assigned to the Collateral Agent 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 eventthis Agreement; (f) upon reasonable request of the Collateral Agent, to provide to the Collateral Agent: (provide information and access on requesti) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by extracts from the Trustee, IP Register where an IP Right is registered; (ii) copies of the Manager documents from the IP Register confirming the registration of an IP Right or the Servicer, with respect granting of an IP Right; (iii) copies of filed application for registration of an IP Right; (iv) proof of the due and punctual payment of any fees and costs that need to all matters relating be paid in order to maintain the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page IP Rights; and (9v) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base any other information in relation to each Relevant Trust and the Relevant Documents;IP Rights; and (g) (Report Record of Movements) provide the Trustee to keep safe 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 readily available all its obligations under any Transaction Document records concerning the Collateral Assets to which it is a party; (i) (pay taxes) subject enable the Collateral Agent to receiving payment from, or being reimbursed by, determine 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 hoursstatus thereof. 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: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of 2.1 Except for the occurrence of any Custodial Transfer Event; circumstances that, under applicable laws and regulations, will allow the Beneficiary to exercise the EDS Stock Options before the expiration of the Holding Period without incurring any adverse tax or social security consequences under applicable laws (bwhether to the Beneficiary or the Company) (compliance i.e. currently in the event of death, disability, retirement or dismissal on another ground than serious fault ("faute grave ou lourde") of the Beneficiary, the Beneficiary shall not exercise his/her EDS Stock Options before the expiration of the Holding Period. The EDS BSPCE shall be exercisable forthwith. 2.2 In accordance with lawArticle L. 225-183 of the French Commercial Code, the Beneficiary shall not be entitled to assign or transfer any right he/she may have under the EDS Options. 2.3 In the event of the exercise of the EDS Options, as authorized under applicable law and the applicable EDS stock-option plans or EDS warrant plans, as applicable, during the Holding Period or upon expiration thereof, the Beneficiary shall not sell, assign, transfer, convert into bearer form or otherwise dispose of, mortgage, pledge or encumber, the EDS Shares to any other Person than Paradigm. The Beneficiary further undertakes that, should he/she decide to exercise his/her EDS Options, he/she shall exercise all of the EDS Options whose Holding Period would have lapsed by the time of the Exercise Date (as this term is defined in Section 5 below). For the avoidance of doubt, it is understood that in the event that the Beneficiary has EDS Options for which the applicable Holding Periods will lapse on different dates, the Beneficiary will be entitled to exercise all of his/her (but not less than all such) EDS Options whose Holding Period has already lapsed even though the Beneficiary has other EDS Options whose Holding Period has not yet lapsed on the Exercise Date. 2.4 Paradigm shall receive from the Beneficiary and the Beneficiary shall transfer to Paradigm, all of the EDS Shares resulting from the exercise of the EDS Options (the "Transfer"), it being specified that (i) maintain subject to the undertakings mentioned in effect all qualificationsSection 2.1 above, consents, licenses, permits, approvals, exemptions, filings the exercise of the EDS Options shall remain a discretionary decision of the Beneficiary; 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 the Transfer shall automatically and immediately occur upon the Exercise Date (as such term is defined below in Section 5), without any further formality required from any Party. 2.5 The Beneficiary undertakes, warrants and represents that all the EDS Shares transferred to Paradigm pursuant to any Transfer shall be transferred to Paradigm with all Laws full title guarantee, free of any encumbrances, claims, charge, pledge, security, lien, option, or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind whatsoever. 2.6 If the EDS Options are not exercised within the applicable exercise period as provided in connection with the provision relevant EDS stock-options plan, the EDS Options shall automatically lapse, without any indemnification from EDS or Paradigm to the Beneficiary. 2.7 The Beneficiary understands that the Paradigm shares to be issued in exchange for the EDS Shares upon exercise of the Custodial Services where failure EDS Options are being offered pursuant to do so would have a Material Adverse Effect; and an exemption from registration under the United States Securities Act of 1933, as amended (iii) comply with the Consumer Credit Legislation in connection with the provision "Securities Act"). The Beneficiary agrees that it will not offer, sell, transfer, pledge, assign, encumber, hypothecate or otherwise dispose of any of the Custodial Services so that Paradigm shares received by the Trustee does not personally or in its capacity as trustee Beneficiary upon transfer of the Trust become liable EDS Shares for Paradigm shares except pursuant 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 a registration statement with respect to such shares that is effective under the Securities Act or applicable securities law, or (ii) any exemption from registration under the Securities Act, or applicable securities law, relating to the disposition of securities, including Rule 144 under the Securities Act, provided an opinion of counsel is furnished to Paradigm, in form and substance reasonably satisfactory to Paradigm, to the effect that an exemption from the registration requirements of the Securities Act and applicable securities law is available. The Beneficiary authorizes and directs Paradigm not to register any transfer of the Paradigm shares not made 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 hoursforegoing. 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 5.1 The custodian's undertakings The Custodian Borrower hereby undertakes that at all times during the Term it willto: (a) (notice of default) give notice in writing promptly pay all obligations, indebtedness and liabilities owing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventSecured Parties as they become due or are demanded; (b) maintain the Collateral in good condition and repair and provide adequate storage facilities to protect the Collateral and not permit the value of the Collateral to be impaired, reasonable wear and tear excepted; (compliance c) not, without the consent in writing of the Secured Party through their Representative, create any security interest, mortgage, hypothecate, charge, lien or other encumbrance upon the Collateral or any part thereof ranking or purporting to rank in priority to or pari passu with law)the security interest created by this Agreement, except that the Borrower may create a purchase money security interest in Collateral hereafter acquired but only if such interest is perfected and notification thereof is given to the Secured Parties and their Representative pursuant to the provisions of the British Columbia Personal Property Security Act; (d) defend the title to the Collateral against all persons, firms or bodies corporate claiming any interest in the Collateral or any part thereof; (e) not, without the prior written consent of the Secured Parties through their Representative, remove the Collateral or any part thereof from the location where the Borrower carries on its business, except for rentals, machinery demonstrations, repairs and maintenance in the ordinary course of business which shall take place within or at said location; (f) pay all taxes, assessments and levies or charges from any source which may be assessed against the Collateral or any part thereof or which may result in a lien against the Collateral or any part thereof and insure the Collateral for loss or destruction by fire, wind storm and such other perils stipulated by the Secured Parties or their representative in an amount not less than the full insurable value of the Collateral or the amount from time to time hereby secured, whichever is lesser, with appropriate endorsement to secure the Secured Parties as their interest shall appear. In the event the Borrower shall fail to provide adequate insurance when required to do so or to pay any of the said taxes, assessments, levies or charges the Secured Parties may, without notice, at its option, but without any obligation or liability so to do, procure insurance and pay taxes or other charges and add said sums to the balance of the debt hereby secured or claim from the Borrower immediate reimbursement of such sums; (g) keep, at the principal place of business of the Borrower, accurate books and records of the Collateral and furnish at the request of the Secured Party or their representative from time to time, in writing, all information requested relating to the Collateral or any part thereof and the Secured Parties and their Representative shall be entitled from time to time to inspect the aforesaid Collateral and to take temporary custody of and make copies of all documents relating to Accounts Receivable, and for such purposes the Secured Parties and their Representative shall have access to all premises occupied by the Borrower or where the Collateral or any of it may be found; (h) duly observe and conform to all valid requirements of a governmental authority relative to any of the Collateral and all covenants, terms and conditions upon or under which the Collateral is held; (i) maintain in effect do, make and execute, from time to time at the request of the Secured Parties through their Representative, all qualificationssuch financing statements, consentsfurther assignments, licensesdocuments, permitsacts, approvals, exemptions, filings matters and registrations things as may be reasonably required by the Secured Party of or with respect to the Collateral or any part thereof or as may be required under to give effect to these presents; (j) give immediate notice to the Secured Parties and their Representative in the event of a change of the corporate or trade name of the Borrower; (k) pay, on demand of any applicable law Secured Party, all reasonable expenses, including solicitor’s fees and disbursements and all the remuneration of any Receiver appointed hereunder, incurred by such Secured Party in order properly to perform or comply with its obligations under the preparation, perfection and enforcement of this Agreement; (iil) comply with not sell or offer to sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein, without the prior written consent of Secured Parties; (m) file all Laws required Uniform Commercial Code filings or equivalent filings required to make the security interests granted in connection with this Agreement valid, binding and effective in the provision Borrower’s jurisdictions of incorporation and operation and any jurisdictions in which Collateral is located and to amend such filings anytime that a new Lender becomes a Party to the Custodial Services where failure to do so would have a Material Adverse EffectLoan Agreement and this Agreement; and (iiin) comply with not, without the Consumer Credit Legislation in connection with the provision prior written approval of the Custodial Services so that the Trustee does not personally Representative, enter into any agreement or in its capacity as trustee understanding to issue debentures, promissory notes or any other form of debt to third parties. 5.2 Each Secured Party hereby agrees: (a) to appoint a “Representative” hereunder who can act on behalf of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs Secured Parties in respect to a Receivable, take all reasonable action to assist the Servicer exercising their rights and the Trustee to enforce the relevant Receivable obligations hereunder 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 hereby ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or a power-of-attorney to act as the Servicer to enter initial Representative. Such power-of-attorney can be revoked and a new Representative appointed upon the Premises and inspect written consent of a majority of the Data Base in relation to each Relevant Trust and the Relevant Documents; Secured Parties (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 as determined by the Trustee, pay all Taxes that relate outstanding Loan amount of the consenting Secured Parties in comparison to the Custodial Services (other than any Tax on, or measured by reference to, the income outstanding Loan amounts 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 insuranceall Secured Parties); and (mb) (Data Base) maintain the Data Base collected, held or stored by it in relation that any Secured Party that becomes a Party 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 this Agreement after its initial signing date shall have regard an equal interest in the security interests granted hereunder and authorizes the Borrower to whether what it does, or does not do, will have amend any Material Adverse Effectfilings under “5.1(m)” to reflect the new Secured Party and the increase in the secured amount. (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 6.1 The custodian's undertakings The Custodian Guarantor agrees with represents and undertakes that at all times during to the Term it will:Trustee that:- (aA) (notice If the Guarantor becomes liable to make any payment pursuant to Clause 3 hereof, then the Guarantor will not thereafter make demand for payment of default) give notice any moneys for the time being due to the Guarantor from any Security Party or exercise any other right or remedy to which the Guarantor is entitled in writing respect of such moneys unless and until all moneys whatsoever owing by all Security Parties to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer EventBeneficiaries have been irrevocably paid in full; (bB) If any Security Party shall become insolvent or shall be wound up or liquidated, the Guarantor shall not (compliance unless so required by the Trustee and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation upon trust to pay any amounts recovered thereunder to the Trustee) prove in such insolvency, winding-up or liquidation until all moneys whatsoever owing by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full; (C) The Guarantor has not taken and will not take from any Security Party any security whatsoever for the moneys hereby secured and, notwithstanding the foregoing, any such security now or hereafter held by the Guarantor shall be held in trust for the Trustee and the Beneficiaries and for their benefit in respect of the obligations of the Guarantor hereunder; (D) The Guarantor will not exercise any right to which the Guarantor may be entitled as a surety until all moneys whatsoever owing or due and payable by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full; (E) The Guarantor hereby waives any right to require the Trustee and/or the Beneficiaries to proceed first against any Security Party and/or to give notice to or demand on any Security Party whatsoever; (F) All payments to be made hereunder shall be made in immediately available funds without set-off or counter-claim and free and clear of and without deduction for or on account of any present or future taxes of any nature now or hereafter imposed, levied, collected, withheld, deducted or assessed by any taxing and/or governmental authority whatsoever or wheresoever unless the Guarantor is compelled by law to deduct such taxes. In that event all such taxes shall be borne by the Guarantor or, if under the provisions of any applicable law this stipulation cannot be applied, then the Guarantor shall increase the payments to the Trustee so that the net amounts received by the Trustee shall be equal to the full amounts which the Trustee would have received had payment not been made subject to such taxes; provided that taxes payable by the Trustee or any Beneficiary on its profits arising by virtue of the transaction herein described in the countries in which it carries on business shall not be included in the foregoing. As used in this sub-clause the term "taxes" includes all levies, imposts, duties, charges, fees, deductions and withholdings whatsoever and any restriction or condition resulting in a charge. If the Guarantor is required to deduct taxes, the Guarantor will promptly thereafter deliver all receipts and other documents relating thereto to the Trustee. If and when the Trustee or any Beneficiary shall receive (in its reasonable opinion) a credit in respect of any taxes deducted by the Guarantor and to which this sub-clause refers, it shall allow the Guarantor a credit against amounts due or to become due under the Agreement or any one or more of the Security Documents (the "Guarantor's Credit") of such amount as shall be fair and reasonable in the opinion of the Trustee or that Beneficiary in respect of any such credit as is received by the Trustee or that Beneficiary or, if all of the Indebtedness shall have been repaid in full, shall make a payment to the Guarantor equal to the amount of the Guarantor's Credit. Neither the Trustee nor any Beneficiary shall be under any obligation to discuss or reveal its tax affairs with lawthe Guarantor; (G) The Guarantor shall give to the Trustee all such information as the Trustee may request with regard to the performance by the Security Parties of their respective obligations under the Agreement and the Security Documents; (H) The Guarantor shall not without the prior written consent of the Trustee (such consent not to be unreasonably withheld) sell, convey, transfer or otherwise dispose (whether by a single transaction or in a series of transactions, related or not) of any assets; (I) All the authorised and issued share capital of the Borrower is and will remain wholly owned and controlled by the Guarantor; (J) The Guarantor shall prepare or cause to be prepared, in accordance with GAAP and deliver to the Trustee annual audited financial statements of the Guarantor within ninety five (95) days of the end of the annual accounting periods of the Guarantor and quarterly unaudited accounts of the Guarantor within fifty (50) days of the end of each quarter together with copies of all notices sent to shareholders or any class of shareholders and such financial and other information concerning the Guarantor as the Trustee shall reasonably require; (K) The Guarantor shall not make any single acquisition or investment costing more than one million United States Dollars (USD1,000,000) without the prior written consent of the Trustee (such consent not to be unreasonably withheld); (L) The Guarantor shall not incur any liability in respect of Borrowed Money or guarantee endorse or otherwise become or remain liable in respect of the obligations of any person firm or corporation without the prior written consent of the Trustee (such consent not to be unreasonably withheld); (M) The Guarantor shall not pay any dividend for any shares except preferred shares on the following terms:- (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may no covenant or undertaking binding upon the Guarantor is or would 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 breached by the provision payment 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 Custodiansuch dividend; and (ii) the aggregate amount of any such dividends paid in any one period of twelve (12) months does not do or omit to do anything whichexceed four hundred thousand United States Dollars (USD 400,000), or the omission of whichProvided That, 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 any preferred share issued by the Guarantor prior to the extent those rights relate date of the Agreement, the Guarantor (subject only to a Receivable and (i) above) shall be entitled to pay dividends in the Receivable Rightsmaximum amount of twelve per cent (12%) per annum of the price at which the relevant preferred share was issued; (eN) (notification) notify The Guarantor shall procure that it has cash which is freely available, which is not subject to any Encumbrance and which amounts to not less than the Trustee, amount specified in item 1 in schedule A hereto on the Manager first Drawdown Date and not less than the Servicer amount specified in item 2 in schedule A hereto at all times thereafter Provided that all sums standing to the credit of the Earnings Account after all the applications have been made in accordance with clause 10.2 of the Agreement shall be deemed for the purposes of this clause to be cash which is freely available to the Guarantor and not subject to any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventEncumbrance; (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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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. (bO) The Custodian may ask the Trustee or the Manager if any action or inaction on Guarantor shall procure that its part is reasonably likely to, or will, have a Material Adverse Effect. Debt Service Coverage Ratio (ccalculated at three (3) 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. (dmonthly intervals as set out below) Subject to paragraph (a), the Custodian shall not be liable less than the ratio specified in item 3 in schedule A hereto (for the period from the first Drawdown Date to 30 September 2002) and the ratio specified in item 4 in schedule A hereto (for any period after 30 September 2002) and for this purpose the Debt Service Coverage Ratio shall be calculated on a breach of this Agreement, or be liable under any indemnity, consolidated basis 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 Custodian.following formula:-

Undertakings. 4.1 Except as provided herein, the undertakings in this Clause 9 remain in force from the date of this Agreement until the first to occur of (i) the date on which the Lender is satisfied that all liabilities of the Company under this Agreement are irrevocably discharged in full and that the Lender has no liability in accordance with this Agreement and (ii) the date on which all of the Loan (together with any capitalised interest thereon) has been converted into Shares in accordance with this Agreement. 9.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it willCompany shall: (a) (notice of default) give notice 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 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 subject, if failure so to comply would materially impair its ability to perform or comply with its obligations under this Agreement; (iib) comply with all Laws supply to the Lender as soon as they are available (and in connection with the provision any extent within 52 days 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 end of each of the Custodial Services so that the Trustee does not personally or Company’s first, second and third financial quarters in its capacity as trustee each of the Trust become liable to pay any Civil Penalty Payments.Company’s financial years), its unaudited consolidated financial statements for that financial quarter; (c) supply to the Lender as soon as they are available (Material Default) if a Material Default occurs and in respect to a Receivableany extent within 107 days of the last financial quarter in each of the Company’s financial years), take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rightsits audited consolidated financial statements for that financial year; (d) (Insurance Policies) (i) act in accordance ensure that at all times any unsecured and unsubordinated claims of the Lender against it under this Agreement rank at least pari passu with the terms claims of any Mortgage Insurance Policies all the other unsecured and unsubordinated creditors of each Group Company, other than Financial Indebtedness under the EBRD Agreements not exceeding a principal aggregate amount of US$32,000,000 (or its equivalent in other currencies), except those whose claims are mandatorily preferred by laws of general application 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 Rightscompanies; (e) (notification) notify the Trustee, the Manager and the Servicer Lender of any event which it reasonably believes is likely to have a Material Adverse Effect Default promptly after upon becoming aware of such eventits occurrence and as soon as practically possible after a Default and in any event no later than four Business Days of becoming aware of the occurrence of a Default file with the United States Securities and Exchange Commission a current report on Form 8-K disclosing the Default; (f) maintain its eligibility to permit its Shares to be traded on the United States over the counter bulletin board or a registered exchange. 9.2 The Company undertakes that: (provide information and access on requesta) as soon as reasonably practicable after being requested so the ratio of Net Debt 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant DocumentsEBITDA shall not exceed 4.0:1; (gb) (Report Record the Total Liabilities of Movements) provide the Trustee and Group will not exceed 65 per cent of 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;Total Shareholders' Equity; and (hc) the ratio of Consolidated Cash Available for Debt Service to Debt Service Amount will not be less than 1.2:1. 9.3 The Company shall (comply with and shall procure that each Group Company shall): (a) not create or permit to subsist any Security over any of its assets or the assets of any Group Company other obligations) comply with all its obligations under any Transaction Document to which it is a party;than: (i) (pay taxes) subject to receiving payment from, any netting or being reimbursed by, set-off arrangement entered into by a Group Company in the relevant Obligor or being indemnified by ordinary course of its banking arrangements for the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income purpose 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 paidnetting debit and credit balances; (jii) (not claim) not claim any Security Interest over lien arising by operation of law and in the ordinary course of its day-to-day trading activities in respect of any Assetobligation which is less than 30 days overdue or which is being contested in good faith and by appropriate means; (kiii) Security over or affecting any asset acquired by any Group Company after the date of this Agreement, where the Security is created before the date of the acquisition of that asset by the relevant Group Company if: (comply with Supplementary Terms Noticeaa) comply with any undertaking specified as an additional Custodian undertaking the Security was not created in a relevant Supplementary Terms Notice, including, without limitation, providing contemplation of the Manager with any information referred to in acquisition of that Supplementary Terms Noticeasset; (lbb) (insurances) ensure the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurancerelevant Group Company; and (mcc) (Data Base) maintain the Data Base collected, held Security is removed 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 discharged within 14 days of the Custodian.date of acquisition of such asset;

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 2.1 In consideration of the occurrence respective undertakings of any Custodial Transfer Event; (b) (compliance with law) (i) maintain the parties, in effect all qualificationsparticular, 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 Parent’s undertakings in connection with the provision Merger, we irrevocably and unconditionally undertake, confirm, represent and warrant to Parent that (a) we directly own and control 26,233,458 ordinary stock units in the capital of UEL, and 20,500 preference shares in UEL (collectively, the “Relevant Securities”) representing approximately 4.3% of the Custodial Services where failure to existing issued share capital of UEL (excluding treasury and non-voting shares); (b) we do so would not have a Material Adverse Effectany other interest in any shares or securities of UEL other than the Relevant Securities save for any interest in certain non-voting shares of UEL which are held by WBL Corporation Limited; 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. and (c) (Material Default) if a Material Default occurs in respect we are the beneficial owner of, or are otherwise able to a Receivablecontrol the exercise of, take all reasonable action to assist the Servicer rights attaching to, including voting rights, and the Trustee ability to enforce procure the relevant Receivable transfer of, the Relevant Securities. 2.2 We irrevocably and unconditionally undertake to (a) attend and/or procure the Receivable Rights; attendance by proxy at the EGM, or at any adjournment thereof, and cause the Relevant Securities to be counted as present thereat for purpose of calculating a quorum; and (db) (Insurance Policies) (i) act exercise and/or procure the exercise of all voting rights attaching to the Relevant Securities at the EGM, or at any adjournment thereof, in accordance with the terms favor of any Mortgage Insurance Policies resolution required to approve the extent applicable Merger, including the voting by UEL or its relevant subsidiaries, of up to all shares they hold in the Custodian; andCompany, as will be set out in the notice of meeting in the circular to be sent to shareholders of UEL. (ii) not do 2.3 We irrevocably and unconditionally undertake that we will not, until the close of the EGM, without prior written consent of Parent, sell, transfer, charge, encumber, grant any option over or omit to do anything whichotherwise dispose of, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights permit any of the Trustee same, all or any of the Servicer under Relevant Securities or interest in any Relevant Securities, or accept any offer in respect of a Mortgage Insurance Policy all or any Relevant Securities, or enter in any agreement as regards any interest in the Relevant Securities. 2.4 We consent to the extent those rights relate issue of a press announcement incorporating references to us and to this undertaking substantially in the terms set out in the Draft Announcement. We agree that particulars of this undertaking to be disclosed in 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 circular sent to the Custodial Services shareholders of UEL will be in form and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer substance reasonably satisfactory 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 hoursus. 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 custodianUnless otherwise provided for in any Finance Document or with the Security Agent's prior written consent and without prejudice and in addition to the undertakings The Custodian under the Facilities Agreement and in addition to the obligations set out elsewhere in this Agreement, each of the Subordinated Lender and the Company hereby undertakes that at all times during to the Term it willSecurity Agent and the Secured Parties as of the Effective Time as follows: 16 (a) to promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Security Agent may reasonably request or that are required as a matter of law, in order to (notice i) perfect, protect, secure, maintain and enforce the Subordination and any security created under this Agreement, (ii) facilitate the exercise of defaultthe Security Agent's and Secured Parties' rights and remedies under this Agreement and (iii) give notice enable the Security Agent and the other Secured Parties to transfer and assign this Agreement or any rights or obligations hereunder in writing accordance with Clause 13.10 (Transfer and Assignment); (b) not to do or permit to be done anything which would adversely affect the Trustee and each Designated Rating Agency priority, ranking, legality, validity or enforceability of it becoming aware the Subordinated Claims or the Subordination created or expressed to be created pursuant to this Agreement; (c) not to assign or pledge or otherwise dispose of or encumber the Subordinated Claims; (d) to promptly notify the Security Agent of the occurrence of an event of default or potential event of default (however described) under or breach 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 Shareholder Loan Agreements which has or would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision material adverse effect on validity or enforceability 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 whichSubordinated Claims, or the omission Subordination created hereunder; (e) to notify the Security Agent promptly upon request of which, the amount of its outstanding Subordinated Claims; and (f) to immediately inform in writing persons such as a bankruptcy liquidator or an administrator in case of a moratorium or persons making an attachment of the case may be, could be reasonably expected to prejudicially affect or limit its rights or existence of 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 Security Agent and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely Secured Parties pursuant 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 In addition to the undertakings The Custodian undertakes that at set out in Clause 6 (Representations, Warranties and Undertakings) of the General Terms, until such time as all times during commitments of ESM under the Term it willAgreement have ceased, all Financial Assistance has been fully reimbursed and all interest and additional amounts (if any) due under this Agreement have been fully paid, the following is applicable: (a) The following sentence shall be added to Clause 6.2.3 of the General Terms: "(notice Undertaking regarding the use of defaultthe Facility) give notice in writing In the case of Financial Assistance made available under an ECCL Facility, a Financial Institution Recapitalisation Facility or a Loan Facility to the Trustee Beneficiary Member State or the Resolution Fund (if applicable) to finance the SRB Loan Facility Agreement: (A) to utilise such Financial Assistance solely for the purposes set out in Clause 3.2 of this FFA as applicable to such forms of Financial Assistance; and (B) not to advance or otherwise make available such Financial Assistance to the Single Resolution Board until the SRB Loan Facility Agreement between the Beneficiary Member State, the Resolution Fund (if applicable) and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event;Single Resolution Board have entered into force." (b) The following phrase shall be added to Clause 6.2.14: "and, in the case of any of ECCL Facility, Financial Institution Recapitalisation Facility or Loan Facility which is being channeled through the Resolution Fund (compliance with law) if applicable) to finance the SRB Loan Facility Agreement, that the Resolution Fund guarantees (iin form satisfactory to ESM) 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 such portion 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 relevant Facility and 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 whichResolution Fund and/or, as the case may be, could be reasonably expected the Beneficiary Member State will provide, upon the request of ESM, first ranking security (in form acceptable to prejudicially affect or limit ESM) over its rights or against the rights of Single Resolution Board under the Trustee or the Servicer under or SRB Loan Facility Agreement in respect of a Mortgage Insurance Policy advances financed by that portion of the relevant Facility and/or enters into such other arrangements and documents (in form acceptable to the extent those rights relate to a Receivable and the Receivable Rights; (eESM) (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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and their respective rights against the Relevant Documents;Single Resolution Board under the SRB Loan Facility Agreement." (gc) (Report Record In Clause 6.4 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;General Terms: (i) (pay taxesSecurity-related undertaking) subject to receiving payment fromthe phrase "the Resolution Fund and/or, or being reimbursed byas the case may be, the relevant Obligor Beneficiary Member State" shall be added at the beginning of the Clause after the words "the Recapitalisation Fund"; (ii) the phrase "or being indemnified by to finance the Trustee, pay all Taxes that relate to SRB Loan Facility Agreement" shall be added after the Custodial Services words "(other than any Tax on, or measured by reference to, the income of under 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 paidDRI Facility)"; (jiii) (not claim) not claim the words ", the SRB Loan Facility Agreement or any Security Interest over any Assetrights and claims in relation thereto" shall be added after the term "Capital Instruments"; (kiv) the words "or enter into such other arrangements and documents (comply with Supplementary Terms Noticein form acceptable to ESM) comply with in relation to their respective rights against the Single Resolution Board" are added after the words "performance of its obligations under the Agreement"; (v) the following sentence shall be added at the end of Clause 6.4: "Any pledge or any undertaking specified as an additional Custodian undertaking other form of first ranking security in a relevant Supplementary Terms Notice, includingor over all or any of the rights and claims under the SRB Loan Facility Agreement may include, without limitation, providing the Manager with any information referred right for ESM to demand and receive repayment of such SRB Loan Facility Agreement and shall be in that Supplementary Terms Notice;form and substance satisfactory to ESM acting in its discretion. Amounts received by ESM as a result of such pledge or other form of security arrangement shall be applied in satisfaction of the payment obligations of the Beneficiary Member State and/or Resolution Fund under this Agreement to the extent of the net proceeds received by ESM." (ld) (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 The following provision shall apply in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access addition to the Data Base upon reasonable request provisions of Clause 6 (Representations, Warranties and during normal business hours. 4.2 Material adverse effectUndertakings) to the General Terms: (a) In performing The Beneficiary Member State and the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect.Resolution Fund (if applicable) undertakes that: (bi) 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.terms of such SRB Loan Facility Agreement: (cA) The Custodian may rely upon (Security undertaking) entitle the Beneficiary Member State and/or the Resolution Fund (if applicable) to pledge or create any statement by other form of first ranking security in or over all or any of its rights and claims under the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. SRB Loan Facility Agreement to ESM and/or to enter into such other arrangements and documents (din form acceptable to ESM) 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 their respective rights against the Trustee or Single Resolution Board under 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.SRB Loan Facility Agreement; and

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)(9) (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 5(2)(a): (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; (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 or the Debt Agency. 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base including in relation to each Relevant Trust and the Relevant Documents;amounts raised to fund the Liquidity Buffer, Financings and/or Pre-Funding Operations) in accordance with any applicable EFSF guidelines, but regardless of whether the provision of any Financial Assistance or any utilisation under a Facility takes place; and (g) more generally, to indemnify and hold harmless EFSF on 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 which result 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, 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 in 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 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 the Term it will:Pledgor undertakes (a) (notice of default) give notice in writing to notify the Security Trustee and each Designated Rating Agency of it becoming aware of the occurrence promptly of any Custodial Transfer Eventchange in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura); (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under to notify the Security Trustee promptly of any applicable event or circumstance other than interpretation of law in order properly which affects or is reasonably likely to perform affect the validity or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision enforceability 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.security interest granted hereunder; (c) (Material Default) if a Material Default occurs to effect promptly any payments to be made to the Company in respect to a Receivable, take all reasonable action to assist of the Servicer and the Trustee to enforce the relevant Receivable and the Receivable RightsInterests; (d) (Insurance Policies)at its own expense, to execute and do all such assurances, acts and things as the Security Trustee may reasonably require: (i) act in accordance with for perfecting or protecting the terms of any Mortgage Insurance Policies security intended to the extent applicable to the Custodianbe afforded by this Agreement; and (ii) not do if the Secondary Pledges have become enforceable pursuant to Clause 7.1, for facilitating the realisation of all 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 any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Trustee, and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Trustee or to its nominees and give all notices, orders and directions which the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable RightsSecurity Trustee may reasonably think expedient; (e) (notification) notify at the Security Trustee’s reasonable request, to furnish to the Security Trustee such information concerning the Interests as is available to the Pledgor to permit the Security Trustee and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Trustee, to deliver to the Manager Security Trustee copies of all such records and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such eventpapers; (f) (provide information and access to refrain from any acts or omissions which might have an adverse effect on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, validity or enforceability of the Manager Secondary Pledges or the Servicer, with respect effect of which results in the Interests ceasing to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents;exist; and (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, Future Interests will be fully paid 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, there 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 no obligation for a breach of this Agreement, or be liable under any indemnity, in relation limited partner 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 Custodianmake additional contributions.

Undertakings. 4.1 The custodian's undertakings The Custodian Pledgor hereby undertakes that at all times during to the Term it willPledgee: (a) (notice of default) give notice in writing to 7 . 1 . 1 to, at the Trustee and each Designated Rating Agency of it becoming aware first demand of the occurrence Pledgee, execute and deliver all such agreements and documents and do all such acts and things the Pledgee may reasonably deem necessary to create, perfect, protect and/or enforce the rights of the Pledgee created hereby (or intended to be created hereby); 7 . 1 . 2 to promptly notify the Pledgee of any Custodial Transfer Eventattachment (beslag) of the Security Assets and to promptly notify the person making any such attachment or any receiver in bankruptcy (curator) or any administrator in (preliminary) suspension of payment (bewindvoerder) of the existence of the Pledge; (b) (compliance with law)7 . 1 . 3 except as permitted under the Facilities Agreement, not to amend or accept amendment of the terms applicable to any Security Asset in such manner that the validity or enforceability of this Deed is affected; (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law 7 . 1 . 4 in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws for the Bank Account Receivables in connection with the provision Future Accounts to become capable of being pledged in the Custodial Services where failure manner envisaged by Section 3:83(1) DCC, to do so would have a Material Adverse Effect; and (iii) comply with use reasonable endeavours to procure that upon 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 opening 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 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 byFuture Accounts, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate Account Bank consents to the Custodial Services (other than creation of the Pledge and waives any Tax on, provisions of the terms and conditions governing the relevant Accounts and the Rights in connection therewith that exclude or measured by reference to, restrict the income assignability and pledgeability 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, Rights and that it has appropriate directors shall provide the Pledgee with evidence of such consent and officers insurance; andwaiver; (m) (Data Base) maintain 7 . 1 . 5 except as permitted under the Data Base collectedFacilities Agreement or pursuant to the Senior Ranking Deeds of Pledge, held not to sell, agree to sell or stored by it in relation otherwise dispose of its Security Assets and not to each Relevant Trust and each Relevant Document and, create or grant or permit to subsist any Encumbrance on its Security Assets other than this Pledge; 7 . 1 . 6 subject to all applicable lawsClause 5.2, to provide the Trustee Pledgee, promptly upon its request, with access such information and documentation as the Pledgee reasonably requires to determine 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 value of the CustodianSecurity Assets and to preserve or enforce its rights created by this Deed or any Supplemental Deed.

Undertakings. 4.1 7.1 The custodian's undertakings The Custodian Issuer undertakes to the Seller that it will at all times during (or will direct the Term it willrelevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 9 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 6 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender). 7.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or (b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or (c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of defaultthe Loan Repurchase Notice substantially in the form set out in Schedule 4 (Loan Repurchase Notice) give notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.8 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the ratings of the Class A Notes or (iii) such other lower rating as the Note Trustee may (but shall not be obliged to) agree, the Seller (unless Moody's and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of the Class A Notes will not be adversely affected) will deliver to the Issuer and the Security Trustee details of the names and addresses of the Borrowers with Loans then in the Portfolio, which may be provided in the document stored upon electronic media and a draft letter of notice to such Borrowers of the sale and assignment of the Loans and their Related Security to the Issuer and (b) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating ceases to be assigned a long-term rating from Moody's of at least Baa3 (or (i) such other lower rating which is consistent with the then current rating methodology of Moody's or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the rating of the Class A Notes or (iii) such other lower rating as may be agreed by the Note Trustee) (in each Designated Rating Agency case, unless Moody's and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of it becoming aware the Class A Notes will not be adversely affected), the Seller shall deliver an update of such information to the same parties on a monthly basis thereafter PROVIDED THAT, should the Seller be required as described in this Clause 7.3 to provide the details of the names and addresses of Borrowers to the Security Trustee and the Issuer, each of the Security Trustee and the Issuer hereby agrees to appoint an agent (which shall be deemed to be the agent of the Issuer) that is located in the United Kingdom and which maintains all appropriate registrations, notifications, licences and authorities (if any) required under the Data Protection ▇▇▇ ▇▇▇▇ to receive and maintain such information on its behalf and security measures satisfactory to the Seller (acting reasonably) for protecting personal data. 7.4 The Seller undertakes to the Issuer and the Security Trustee that, pending perfection of the assignment or transfer after the occurrence of any Custodial Transfer Event;event under Clause 6 (Perfection of the Sale), the Seller: (ba) (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) shall not do or omit to do anything which, any act or thing which might prejudice the interests of the Issuer and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Issuer and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way that Seller's or the omission Issuer's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of whichany material breach of any of the Loan Warranties or other obligations under this Agreement unless such breach is rectified or such Loan is repurchased by the Seller; (c) shall, as if required so to do by the case may be, could be reasonably expected to prejudicially affect or limit its rights Issuer or the rights of Security Trustee, participate or join in any legal proceedings to the Trustee extent necessary to protect, preserve and enforce that Seller's or the Servicer Issuer's or the Security Trustee's title to or interest in any Loan or its Related Security PROVIDED THAT the Seller is reimbursed by the Issuer, subject to and in accordance with the relevant Priority of Payments under or and in accordance with the Transaction Documents, for the reasonable legal expenses and costs of such proceedings; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, include the relevant title number) to each Property in respect of which a Mortgage Insurance Policy is registered at the Land Registry provided that following the occurrence of an Event of Default, the Seller shall use reasonable endeavours to obtain as soon as reasonably possible in respect of the Mortgages the title numbers to each Property in respect of which a Mortgage is registered at the Land Registry to the extent those rights relate to a Receivable and the Receivable Rights;such title number or other such information has not yet been provided; and (e) (notification) notify shall, where relevant, make and enforce claims under 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 Third Party Building Policies relating to the Custodial Services Properties of which it has the benefit and upon reasonable notice hold the proceeds of such claims on trust for the Issuer or as the Issuer may direct. 7.5 The Seller undertakes to the Issuer and at reasonable times permit the Security Trustee that it shall grant security powers of attorney to the Issuer and the Security Trustee substantially in the form set out in Schedule 3 (Seller Power of Attorney) allowing any of the Issuer, the Security Trustee and their delegates from time to time (inter alia) to set the Standard Variable Rate and other discretionary rates and margins applicable to Loans (subject to the applicable Mortgage Conditions and Clause 7.1) in the circumstances referred to in Clause 4 (Issuer Standard Variable Rates) of the Servicing Agreement PROVIDED THAT nothing in this Clause 7.5 shall prevent the Seller (or any of its attorneys from time to time) from setting the interest rate applicable to a relevant Loan higher than those set or to be set or required or to be required by the Issuer or the Security Trustee or any delegate thereof. The Seller further undertakes to the Issuer and the Security Trustee that it will provide (and will procure that any successor, transferee or assignee provides), if required by the Issuer or the Security Trustee, a further power of attorney substantially in the ------------------------------------------------------------------------------ Page form set out in Schedule 3 (9Seller Power of Attorney) Custodian Agreement ▇▇including, for the avoidance of doubt, following any property transfer pursuant to the terms of the Banking ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ 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 7.6 Unless (afollowing an Event of Default) In performing either 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 Security Trustee or the Manager if Issuer needs to ensure that there is no Shortfall (as defined in Clause 4.3 of the Servicing Agreement) neither the Security Trustee nor the Issuer shall set the Standard Variable Rate and other discretionary mortgage rates and margins for Loans which are in the Portfolio (disregarding any action discounts or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (cadditions to it) The Custodian may rely upon any statement at rates higher than the then equivalent rates for loans originated by the Trustee Seller which are not in the Portfolio. Notwithstanding any provision of this Agreement 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)other Transaction Document, the Custodian Security Trustee shall not be liable for bound to take any steps to ascertain whether or not there is a breach Shortfall and, until it shall have actual knowledge or express notice pursuant to the Deed of this AgreementCharge to the contrary, or the Security Trustee shall be liable under any indemnity, in relation entitled to any action or inaction on its part, where it has been notified by the Trustee or the Manager assume 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 Custodianno such Shortfall exists.