Risk retention
SNS Bank in its capacity as Originator undertakes that it will, retain on an ongoing basis, a material net economic interest in the notes issued by PEARL MORTGAGE BACKED SECURITIES 1 B.V. which, in any event, shall be not less than 5%, as disclosed in accordance with paragraph 1 of article 405 of the Capital Requirements Regulation and article 51 of the Alternative Investment Fund Managers Regulation.

In addition, the Seller undertakes that (i) it will comply with the requirements for originators set forth in Article 405 of the Capital Requirements Regulation and (ii) it shall provide all information required to enable noteholders to comply with article 405 of the Capital Requirements Regulation.

If article 405 of the Capital Requirements Regulation or article 51 of the Alternative Investment Fund Managers Regulation is amended as a result of a change of law or regulations, the undertaking set out above will be amended accordingly.

As of entry into force of CRR at 1 January 2015, such interest will be comprised of an interest in the first loss tranche, in this case the Class B Notes and if necessary, other tranches having the same or a more severe risk profile than those sold to investors, as required by article 405 of the CRR, article 51 of the AIFMR and article 254 of the Solvency II Regulation.

Since the closing of the PEARL 1 transaction on 18 September 2006 the transaction has been amended and restructured several times to cater for developments of the rating of SNS Bank and for newly published rating criteria. Below follows a short overview of the amendments.

(A) on 27 January 2010 the Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. replaced SNS Bank N.V. as Floating Rate GIC Provider by means of a contract transfer ("contractsovername") of all rights and obligations under the Floating Rate GIC;

(B) on 28 April 2010 SNS Bank N.V. transferred its position as cash advance facility provider under the Cash Advance Facility Agreement to BNP Paribas and BNP Paribas acceded to, inter alia, the Master Definitions Agreement;

(C) on 18 June 2010 the Issuer and the Security Trustee entered into the Swap Agreement with BNP Paribas, including the Confirmation which was transferred by novation by SNS Bank N.V. to BNP Paribas as of 18 June 2010. Following this novation, the Issuer, BNP Paribas and the Security Trustee entered into a new CSA and ISDA Master Agreement respectively as of 18 June 2010;

(D) in order to avoid a downgrade of the Senior Class A Notes by Fitch, the Issuer has, at the request of the Seller, proposed the mandatory issue of euro 64,000,000 Mezzanine Class S Notes 2011 due 2047 to the existing Senior Class A Noteholders on a pro-rata basis against partial redemption of each of the Senior Class A Notes on a pro-rata basis with an amount equal to the Principal Amount Outstanding of the Mezzanine Class S Notes.

(E) On 15 June 2012 the rating of SNS Bank was lowered by Moody's to Baa2. As such an Assignment Notification Event occurred. SNS Bank, the Issuer and the Security Trustee agreed not to take the measures envisaged in the documentation but to agree on alternative measures. On 4 December 2013, amendments have been made to the transaction documentation in order to mitigate commingling risk and deposit set-off risk. As a result thereof, the rating related notification triggers for Fitch and Moody's have been removed from the documentation. The amendments are as follows:

1. Commingling risk mitigation
The documentation provides that if SNS Bank has ceased to have the Collection Foundation Trigger Required Ratings (Fitch: A/F1, Moody's: Baa1), the Collection Foundation, SNS Bank and RegioBank will have one of the following remedial actions in place:
a. (a) all amounts standing to the credit of the Collection Foundation Accounts held with SNS Bank and RegioBank as Foundation Account Providers will be immediately transferred to the Rabobank Existing Account or the relevant Collection Foundation Eligible Counterparty Account, and (b) SNS Bank and RegioBank will procure and where required the Collection Foundation will undertake its best efforts that direct debits shall no longer be made to the Collection Foundation Accounts held with SNS Bank and RegioBank and Borrowers no longer pay any amount into such accounts and (c) where required, SNS Bank, RegioBank and the Collection Foundation will assist that Borrowers are informed that further payments in discharge of their obligations under the relevant Mortgage Receivables can no longer be made on the Collection Foundation Accounts held with SNS Bank and RegioBank as Foundation Account Provider, and that payments under the relevant Mortgage Receivables have to be made into the Rabobank Existing Account and/or Collection Foundation Eligible Counterparty Account, as applicable; or
b. the Collection Foundation Accounts held with SNS Bank and RegioBank as former Foundation Account Providers will be transferred to Rabobank or a Collection Foundation Eligible Counterparty (as the case may be) or closed and new Collection Foundation Accounts with the same numbers will be opened with Rabobank and/or a Collection Foundation Eligible Counterparty (as the case may be) as the only Foundation Account Provider(s) and (b) all amounts standing to the credit of the Collection Foundation Accounts held with SNS Bank and RegioBank as Foundation Account Providers will be immediately transferred with or to such Collection Foundation Accounts; or
c. sufficient collateral being posted under the Commingling Financial Collateral Agreement; or
d. sufficient funds being posted on a reserve fund or reserve account to mitigate any commingling risks; or
e. an amount equal to the collateral amount referred to in items (c) and (d) above being guaranteed by a Collection Foundation Eligible Counterparty; or
f. the assignment of the Mortgage Receivables to the Issuer being notified to the Borrowers; or
g. that direct debits in connection with amounts due to the Issuer and/or the Security Trustee in connection with the Mortgage Receivables will solely be made into the Floating Rate GIC Account, and/or amounts not paid by means of direct debits are directed to be paid to the Floating Rate GIC Account.

Should the Seller(s) fail to take one of the remedial actions described above then this will constitute an Assignment Notification Event under which the Seller is obliged to notify the borrowers of the mortgage assignment.

SNS Bank has ceased to have the Collection Foundation Trigger Required Ratings. The Sellers have opted to post sufficient collateral under the Commingling Financial Collateral Agreement in accordance with item "c" above. The collateral posted equals to 1.5 multiplied by the amount of principal and interest received by the Collection Foundation in connection with the Relevant Mortgage Receivables on average per calendar month in the immediately preceding 12 calendar months.

2. Deposit set-off risk mitigation
Moody's language has been added into the set-off financial collateral agreement. In addition, the set-off financial collateral agreement has been aligned with the updated Fitch criteria. The set-off financial collateral agreement secures the Seller's obligation to reimburse the Issuer for set-off claims by Borrowers. If the rating of SNS Bank falls below A/F1 (Fitch) or Baa1 (Moody's), then the Seller(s) will collateralize the aggregate amount standing to the credit of each current account or deposit (to the extent they exceed the amount claimable under the Deposit Guarantee Scheme) above a threshold of 3.4% minus 80% of the increase in credit enhancement of the class A notes multiplied by the outstanding balance of mortgage loans.