amended and restated servicing agreement — between — national bank of canada — and — nb capital corporation june 28, 2007 june 28, 2007 june 28, 2007 table of contents page 1. definitions 2 1. 1 definitions 2 2. servicing 6 2. 1 duties of servicer 6 2. 2 liquidation of mortgage loans 8 2. 3 collection of mortgage loan payments 9 2. 4 establishment of and deposits to custodial account 9 2. 5 permitted withdrawals from custodial account 10 2. 6 establishment of and deposits to escrow account 10 2. 7 permitted withdrawals from escrow account 11 2. 8 protection of accounts 12 2. 9 maintenance of hazard insurance 12 2. 10 maintenance of mortgage impairment insurance 13 2. 11 maintenance of fidelity bond 13 2. 12 inspections 14 2. 13 restoration of mortgaged property 14 2. 14 title, management and disposition of reo property 14 2. 15 permitted withdrawals with respect to reo property 16 2. 16 real estate owned reports 16 3. payments to the company 16 3. 1 remittances 16 3. 2 statements to the company 16 4. general servicing procedures 17 4. 1 transfers of mortgaged property 17 4. 2 satisfaction of mortgages and release of mortgage files 18 4. 3 servicing compensation 18 4. 4 annual statement as to compliance 18 4. 5 annual independent chartered accountants servicing report 18 4. 6 right to examine servicer records 19 5. servicer to cooperate 19 5. 1 provision of information 19 6. termination 19 6. 1 agency suspension 19 6. 2 damages 19 6. 3 termination 19 6. 4 termination without cause 20 - i - - i - - i - 7. books and records 20 7. 1 possession of servicing files 20 8. indemnification and assignment 21 8. 1 indemnification 21 8. 2 limitation on liability of servicer and others 21 8. 3 limitation on registration and assignment by servicer 22 8. 4 assignment by the company 22 8. 5 merger or consolidation of the servicer 22 8. 6 successor to the servicer 23 9. representations, warranties and covenants of the company 24 9. 1 due organization and authority 24 9. 2 no conflicts 24 9. 3 ability to perform 24 9. 4 no litigation pending 24 9. 5 no consent required 25 10. representations and warranties of servicer 25 10. 1 qualification as a reit 25 10. 2 due organization and authority 25 10.