Common use of NOTIFICATION TO BORROWERS Clause in Contracts

NOTIFICATION TO BORROWERS. 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable to the CBC, (ii) to an insurance company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating thereto. 3.2 If, (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes any corporate action, or other steps are taken or legal proceedings are started or threatened against it, for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred, then, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, the Transferor shall, unless the Security Trustee instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Mortgage Receivables from the Transferor to the CBC, substantially in the agreed form of the notification letter (the final form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Mortgage Receivables to the Borrowers, the Originators and the Transferor herewith grant an irrevocable power of attorney to each of the CBC and the Security Trustee; ii. notify or ensure that the insurance companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),

NOTIFICATION TO BORROWERS. 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable Receivables to the CBC, CBC or (ii) to an insurance company any Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If,, in respect of a Transferor: (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its suspension of payments ((voorlopige) surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the Issuer and the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred; or (h) a Security Trustee Pledge Notification Event has occurred, then, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, then the Transferor shall or, at its option, shall procure that the other Transferors shall, unless the Security Trustee Trustee, following notification to the Rating Agencies, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Relevant Mortgage Receivables from the Transferor Receivables, including an instruction to henceforth pay to a bank account of the CBC, substantially in accordance with the agreed form of the notification letter attached hereto as Schedule 5 (the final form to be determined by the Issuer Transferor and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification to the Borrowers of assignment of the relevant Relevant Mortgage Receivables to the BorrowersReceivables, the Originators and the Transferor herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Insurance Company to make any payments under the relevant Insurance Policy to the Transferor, to convert the instruction given to the Insurance Companies to pay the insurance proceeds under the relevant Insurance Policy in favour of the Transferor towards repayment of the Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Pledge Notification Event; iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the relevant public registers (Dienst voor het Kadaster en de Openbare Registers) relating to the assignment of the Relevant Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct the civil law notary to release the Escrow List of Loans to the CBC and/or the Security Trustee. 3.3 All costs relating to the actions referred to in Clause 3.2 (i) and (ii) will be for the account of the Transferor and all costs relating to the entries referred to in Clause 3.2 (iii) will be for the account of the CBC.

NOTIFICATION TO BORROWERS. ‌ 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below)Event, neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable to the CBC, CBC or (ii) to an insurance company any Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If, in respect of a Transferor, (a) a default is made by the such Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the relevant Transferor; or (b) the such Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the relevant Transferor; or (c) the relevant Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a mergermerger (juridische fusie)) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the relevant Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the relevant Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its entering into emergency regulations (noodregeling) as referred to in Chapter 3 of the Wft or suspension of payments (surseance van betaling), as the case may be, (ii) its bankruptcy (faillissement), ) (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred, then, other than with ; or (h) a Security Trustee Pledge Notification Event has occurred in respect of the relevant Transferor; or (i) NIBC Bank ceases to hold at least 51% of the shares and voting rights in the relevant Transferor; or (j) the relevant Collection Foundation holding the bank account into which payments under the Mortgage Receivables originated by Aegon Leven and Aegon Hypothekenare made has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its entering into suspension of payments or for bankruptcy or for any analogous insolvency proceedings under any applicable law or for the appointment of a receiver or a similar officer of it; then, if the Security Trustee so requires, the Issuer shall or, at its option, shall procure that the relevant Transferor shall, unless the Security Trustee Trustee, subject to Rating Agency Confirmation, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Relevant Mortgage Receivables from the Transferor to the CBC, substantially in accordance with the agreed form of the notification letter attached hereto as Schedule 5 (the final form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Relevant Mortgage Receivables to the Borrowers, each of the Originators Issuer and the Transferor other Transferors herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Insurance Policies (to the extent such appointment is not

NOTIFICATION TO BORROWERS. 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable Receivables to the CBC, CBC or (ii) to an insurance company any Life Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If,, in respect of a Transferor: (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entityentity (omzetting), or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the Issuer and the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred; or (h) following a Security Trustee Pledge Notification Event, thenthe Security Trustee has instructed the CBC to notify the relevant Borrowers subject to and in accordance with the Security Trustee Receivables Pledge Agreement, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, then the Transferor shall, following notification to the Rating Agency, unless the Security Trustee instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Mortgage Receivables from the Transferor Receivables, including an instruction to henceforth pay to the CBCCBC Account, substantially in the agreed form of the notification letter (the final a form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, Trustee or, at its option, each of the CBC and/or and the Security Trustee shall be entitled to make such notifications itselfitself in a form to be agreed upon and after consultation with the Issuer; for the purpose of the notification of assignment of the relevant Mortgage Receivables to the Borrowers, the Originators and the Transferor herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee; ii. notify or ensure that the insurance companies Life Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Life Insurance Companies and all other relevant parties (a) (i) to waive its rights as first beneficiary under the relevant Life Insurance Policies and the relevant Life Risk Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Life Insurance Policies and the relevant Life Risk Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Life Insurance Policies and the Life Risk Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Life Insurance Company to make any payments under the relevant Life Insurance Policy or the relevant Life Risk Insurance Policy to the Transferor, to convert the instruction given to the Life Insurance Companies to pay the insurance proceeds under the relevant Life Insurance Policy or the relevant Life Risk Insurance Policy in favour of the Transferor towards repayment of the Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Pledge Notification Event, for which notification, waiver, appointment and conversion the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment of the relevant Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct Stater Nederland B.V. or its legal successor to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Mortgage Receivables and if Stater Nederland B.V. or its legal successor fails to release the Escrow List of Loans in such event, the Transferor will use its best efforts to release such Escrow List of Loans with respect to the relevant Mortgage Receivables. 3.3 All costs relating to the actions referred to in Clause 3.2 (i) and (ii) will be for the account of the Transferor and all costs relating to the entries referred to in Clause 3.2 (iii) will be for the account of the CBC.

NOTIFICATION TO BORROWERS. 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable Receivables to the CBC, CBC or (ii) to an insurance company any Life Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If,, in respect of a Transferor: (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its suspension of payments ((voorlopige) surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the Issuer and the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred; or (h) a Security Trustee Pledge Notification Event has occurred, then, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, then the Transferor shall or, at its option, shall procure that the other Transferors shall, unless the Security Trustee Trustee, following notification to the Rating Agencies, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Relevant Mortgage Receivables from the Transferor Receivables, including an instruction to henceforth pay to a bank account of the CBC, substantially in accordance with the agreed form of the notification letter attached hereto as Schedule 5 (the final form to be determined by the Issuer Transferor and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification to the Borrowers of assignment of the relevant Relevant Mortgage Receivables to the BorrowersReceivables, the Originators and the Transferor herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Life Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Life Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Life Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Life Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Life Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Life Insurance Company to make any payments under the relevant Life Insurance Policy to the Transferor, to convert the instruction given to the Life Insurance Companies to pay the insurance proceeds under the relevant Life Insurance Policy in favour of the Transferor towards repayment of the Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Pledge Notification Event; iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the relevant public registers (Dienst voor het Kadaster en de Openbare Registers) relating to the assignment of the Relevant Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct the civil law notary to release the Escrow List of Loans to the CBC and/or the Security Trustee. 3.3 All costs relating to the actions referred to in Clause 3.2 (i) and (ii) will be for the account of the Transferor and all costs relating to the entries referred to in Clause 3.2 (iii) will be for the account of the CBC.

NOTIFICATION TO BORROWERS. ‌ 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below)Event, neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable to the CBC, CBC or (ii) to an insurance company any Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If, in respect of a Transferor, (a) a default is made by the such Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the relevant Transferor; or (b) the such Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the relevant Transferor; or (c) the relevant Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a mergermerger (juridische fusie)) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the relevant Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the relevant Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its entering into emergency regulations (noodregeling) as referred to in Chapter 3 of the Wft or suspension of payments (surseance van betaling), as the case may be, (ii) its bankruptcy (faillissement), ) (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred, then, other than with ; or (h) a Security Trustee Pledge Notification Event has occurred in respect of the relevant Transferor; or (i) NIBC Bank ceases to hold at least 51% of the shares and voting rights in the relevant Transferor; or (j) the relevant Collection Foundation holding the bank account into which payments under the Mortgage Receivables originated by Aegon Leven and Aegon Hypothekenare made has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its entering into suspension of payments or for bankruptcy or for any analogous insolvency proceedings under any applicable law or for the appointment of a receiver or a similar officer of it; then, if the Security Trustee so requires, the Issuer shall or, at its option, shall procure that the relevant Transferor shall, unless the Security Trustee Trustee, subject to Rating Agency Confirmation, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Relevant Mortgage Receivables from the Transferor to the CBC, substantially in accordance with the agreed form of the notification letter attached hereto as Schedule 5 (the final form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Relevant Mortgage Receivables to the Borrowers, each of the Originators Issuer and the Transferor other Transferors herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Insurance Company to make any payments under the relevant Insurance Policy to the relevant Transferor, to convert the instruction given to the Insurance Companies to pay the insurance proceeds under the relevant Insurance Policy in favour of the relevant Transferor towards repayment of the relevant Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Pledge Notification Event; iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment of the Relevant Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries each Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct the Agent to release the Escrow List of Loans to the CBC and/or the Security Trustee. 3.3 All costs relating to the actions referred to in Clause 3.2 (i) and (ii) will be for the account of the relevant Transferor and all costs relating to the entries referred to in Clause 3.2 (iii) will be for the account of the CBC.

NOTIFICATION TO BORROWERS. 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable to the CBC, (ii) to an insurance company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating thereto. 3.2 If, (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes any corporate action, or other steps are taken or legal proceedings are started or threatened against it, for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; oror 53106437 M 55004903 / 3 (e) a Notice to Pay is served on the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred, then, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, the Transferor shall, unless the Security Trustee instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Mortgage Receivables from the Transferor to the CBC, substantially in the agreed form of the notification letter (the final form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Mortgage Receivables to the Borrowers, the Originators and the Transferor herewith grant an irrevocable power of attorney to each of the CBC and the Security Trustee; ii. notify or ensure that the insurance companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),

NOTIFICATION TO BORROWERS. ‌ 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below)Event, neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable to the CBC, CBC or (ii) to an insurance company any Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If, in respect of a Transferor, (a) a default is made by the such Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the relevant Transferor; or (b) the such Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party in any material way and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the relevant Transferor; or (c) the relevant Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a mergermerger (juridische fusie)) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the relevant Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the relevant Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), ) (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred; or (h) a Security Trustee Pledge Notification Event has occurred in respect of the relevant Transferor; or (i) NIBC Bank ceases to hold at least 51% of the shares and voting rights in the relevant Transferor; or (j) the relevant Collection Foundation holding the bank account into which payments under the Mortgage Receivables are made has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its entering into suspension of payments or for bankruptcy or for any analogous insolvency proceedings under any applicable law or for the appointment of a receiver or a similar officer of it, then, other than with respect to if the Mortgage Receivables originated by Aegon Leven and Aegon HypothekenSecurity Trustee so requires, the Issuer shall or, at its option, shall procure that the relevant Transferor shall, unless the Security Trustee Trustee, subject to Rating Agency Confirmation, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Relevant Mortgage Receivables from the Transferor to the CBC, substantially in the agreed form of the notification letter (the final a form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, Trustee or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Relevant Mortgage Receivables to the Borrowers, each of the Originators Issuer and the Transferor other Transferors herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Insurance Company to make any payments under the relevant Insurance Policy to the relevant Transferor, to convert the instruction given to the Insurance Companies to pay the insurance proceeds under the relevant Insurance Policy in favour of the relevant Transferor towards repayment of the relevant Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Pledge Notification Event, for which notification, waiver, appointment and conversion the relevant Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment of the Relevant Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries each Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct Stater Nederland B.V., Quion Hypotheekbemiddeling B.V., Quion Hypotheekbegeleiding B.V. and/or Quion Services B.V. to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Mortgage Receivables, and if Stater Nederland B.V., Quion Hypotheekbemiddeling B.V., Quion Hypotheekbegeleiding B.V. and/or Quion Services B.V. fails to release the Escrow List of Loans in such event, the relevant Transferor will release such Escrow List of Loans with respect to the relevant Mortgage Receivables. 3.3 All costs relating to the actions referred to in Clause 3.2 (i) and (ii) will be for the account of the relevant Transferor and all costs relating to the entries referred to in Clause 3.2 (iii) will be for the account of the CBC.

NOTIFICATION TO BORROWERS. ‌ 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable to the CBC, (ii) to an insurance company the Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoRights. 3.2 If, (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days business days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes any corporate action, or other steps are taken or legal proceedings are started or threatened against it, for (i) its suspension of payments (surseance van betaling), as the case may be, (ii) its bankruptcy (faillissement), ) (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred; or (h) a Security Trustee Pledge Notification Event has occurred, then, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, then the Transferor shall, unless the Security Trustee Trustee, subject to a Rating Agency Confirmation, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Mortgage Receivables from the Transferor to the CBCAssignment I and Assignment II, substantially in accordance with the agreed form of the notification letter attached hereto as Schedule 5 (the final form to be determined by the Issuer and the Security Trustee) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Mortgage Receivables to the Borrowers, the Originators and the Transferor herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived),

NOTIFICATION TO BORROWERS. 3.1 Prior to the occurrence of an Assignment Notification Event (as set out in Clause 3.2 below), neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the Mortgage Receivable Receivables to the CBC, CBC or (ii) to an insurance company any Life Insurance Company of the assignment of the Beneficiary Rights to the CBC or (iii) to Stichting WEW of the assignment of the relevant Mortgage Receivables and the NHG Advance Rights relating theretoCBC. 3.2 If,, in respect of a Transferor: (a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (b) the Transferor fails duly to duly perform or comply with any of its obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or (c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entityentity (omzetting), or its assets are placed under administration (onder bewind gesteld); or (d) the Transferor takes has taken any corporate action, action or other steps are taken or legal proceedings are started or threatened against it, it for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or a similar officer of it or of any or all of its assets; or (e) a Notice to Pay is served on the Issuer and the CBC; or (f) an Issuer Acceleration Notice is served on the Issuer; or (g) a CBC Event of Default has occurred; or h) following a Security Trustee Pledge Notification Event, thenthe Security Trustee has either notified the Borrowers or instructed the CBC to notify the relevant Borrowers subject to and in accordance with the Security Trustee Receivables Pledge Agreement, other than with respect to the Mortgage Receivables originated by Aegon Leven and Aegon Hypotheken, then the Transferor shall, unless the Security Trustee Trustee, following notification to the Rating Agency, instructs it otherwise, forthwith: i. notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the relevant Mortgage Receivables from the Transferor Receivables, including an instruction to henceforth pay to the CBCCBC Account, substantially in accordance with the agreed form of the notification letter attached hereto as Schedule 5 (the final form to be determined by the Issuer Transferor and the Security TrusteeTrustee after consultation with the Issuer) and, solely in relation to the NHG Advance Rights, Stichting WEW, or, at its option, the CBC and/or the Security Trustee shall be entitled to make such notifications itselfitself in a form to be agreed upon and after consultation with the Issuer; for the purpose of the notification to the Borrowers of assignment of the relevant Mortgage Receivables to the BorrowersReceivables, the Originators and the Transferor herewith grant grants an irrevocable power of attorney to each of the CBC and the Security Trustee;; and ii. notify or ensure that the insurance companies Life Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant insurance companies Life Insurance Companies and all other parties (a) (i) to waive its rights as first beneficiary under the relevant Life Insurance Policies and the relevant Life Risk Insurance Policies (to the extent such rights have not been waived),, (ii) to appoint as first beneficiary under the relevant Life Insurance Policies and the relevant Life Risk Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Life Insurance Policies and the relevant Life Risk Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Life Insurance Company to make any payments under the relevant Life Insurance Policy or the relevant Life Risk Insurance Policy to the Transferor, to convert the instruction given to the Life Insurance Companies to pay the insurance proceeds under the relevant Life Insurance Policy or the relevant Life Risk Insurance Policy in favour of the Transferor towards repayment of the Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition (ontbindende voorwaarde) of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent (opschortende voorwaarde) of the occurrence of a relevant Pledge Notification Event, for which notification, waiver, appointment and conversion the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the relevant public registers (Dienst voor het Kadaster en de Openbare Registers) relating to the assignment of the relevant Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct Stater Nederland B.V. or its legal successor to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Mortgage Receivables and if Stater Nederland B.V. or its legal successor fails to release the Escrow List of Loans in such event, the Transferor shall release such Escrow List of Loans with respect to the relevant Mortgage Receivables. 3.3 All costs relating to the actions referred to in Clause 3.2 (i) and (ii) will be for the account of the Transferor and all costs relating to the entries referred to in Clause 3.2 (iii) will be for the account of the CBC.