Common use of APPOINTMENT OF THE ASSET MONITOR Clause in Contracts

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-upon procedures (International Standard on Related Services 4400) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBC. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating Agencies). 2.6 If requested by the Rating Agencies or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or the Dutch Central Bank, respectively, for information purposes or proof of regulatory compliance only.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC CBC, also on behalf of the Issuer, hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-upon procedures (International Standard on Related Services 4400) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee Trustee, the CBC, supervisory authorities and the CBCRating Agency. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating AgenciesAgency). Whether deviations have been reported, may be published in the Investor Report. 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or Agency and the Dutch Central Bank, respectively, for information purposes or proof of regulatory compliance only.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC CBC, also on behalf of the Issuer, hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for Dutch law, including Standard 4400N 'Engagements to perform agreed-upon procedures'. This requires that the Asset Monitor complies with ethical requirements, including its professional Code of Ethics. During the performance of this engagement, the Asset Monitor will also make sure to comply with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics). The Asset Monitor will also take into account the independence requirements of the Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence). The procedures (International Standard on Related Services 4400) and will to be carried out as referred to in Clause 3 of this Agreement do not carry out any work by way of constitute an audit, review or verification assurance engagement conducted in accordance with Dutch standards. Consequently, the reports of the Asset Monitor will not express any assurance as to the reliability of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreementdata. 2.5 Except as envisaged in Clause 2.6, the reports (or any part of it) of the Asset Monitor will may not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBC. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a liability, duty of care and/or responsibility to any other party (including the Rating AgenciesAgency). Whether deviations have been reported, may be published in the Investor Report. 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or Agency and the Dutch Central Bank, respectively, for information purposes only, provided that the Rating Agency and/or the Dutch Central Bank, respectively, have acknowledged in writing that the Asset Monitor owes no duty of care to the Rating Agency and the Dutch Central Bank, respectively, and shall not be liable towards the Rating Agency and the Dutch Central Bank, respectively. 2.7 Information in connection with the agreed upon procedures, the contents of reports, advice and other expressions written or proof otherwise, may not be made public or provided to third parties by the Issuer, the Administrator, the Security Trustee and the CBC without prior written consent of regulatory compliance onlythe Asset Monitor other than as set out in this Agreement. The Asset Monitor may impose conditions on the aforementioned approval, including the condition that the third party accepts that the Asset Monitor does not authorise them to use or rely on the report and that the Asset Monitor has no duty of care, responsibility or liability to the third party, and that the third party agrees not to pass the report to other third parties by any means without the Asset Monitor's prior written consent. The publication of the Base Prospectus, supplements, Transaction Documents, Investor Reports and issue documents (which include the name of the Asset Monitor) may be published. Other documents that mention the Asset Monitor's brand name, may also not be provided to third parties without prior written approval. This also applies to publication on an internet site.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for Dutch law, including Standard 4400N 'Engagements to perform agreed-upon procedures'. This requires that the Asset Monitor complies with ethical requirements, including its professional Code of Ethics. During the performance of this engagement, the Asset Monitor will also make sure to comply with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics). The Asset Monitor will also take into account the independence requirements of the Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence). The procedures (International Standard on Related Services 4400) and will to be carried out as referred to in Clause 3 of this Agreement do not carry out any work by way of constitute an audit, review or verification assurance engagement conducted in accordance with Dutch standards. Consequently, the reports of the Asset Monitor will not express any assurance as to the reliability of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreementdata. 2.5 Except as envisaged in Clause 2.6, the reports (or any part of it) of the Asset Monitor will may not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBC. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a liability, duty of care and/or responsibility to any other party (including the Rating AgenciesAgency). Whether deviations have been reported, may be published in the Investor Report. 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or Agency and the Dutch Central Bank, respectively, for information purposes only, provided that the Rating Agency and/or the Dutch Central Bank, respectively, have acknowledged in writing that the Asset Monitor owes no duty of care to the Rating Agency and the Dutch Central Bank, respectively, and shall not be liable towards the Rating Agency and the Dutch Central Bank, respectively. 2.7 Information in connection with the agreed upon procedures, the contents of reports, advice and other expressions written or proof otherwise, may not be made public or provided to third parties by the Issuer, the Administrator, the Security Trustee and the CBC without prior written consent of regulatory compliance onlythe Asset Monitor other than as set out in this Agreement. The Asset Monitor may impose conditions on the aforementioned approval, including the condition that the third party accepts that the Asset Monitor does not authorise them to use or rely on the report and that the Asset Monitor has no duty of care, responsibility or liability to the third party, and that the third party agrees not to pass the report to other third parties by any means without the Asset Monitor's prior written consent. The publication of the Base Prospectus, supplements, Transaction Documents, Investor Reports and issue documents (which include the name of the Asset Monitor) may be published. Other documents that mention the Asset Monitor's brand name, may also not be provided to third parties without prior written approval. This also applies to publication on an internet site.

APPOINTMENT OF THE ASSET MONITOR. ‌ 2.1 PriceWaterhouseCoopers LLP has accepted its termination as Asset Monitor as at the date hereof and Ernst & Young Accountants LLP has accepted its appointment as Asset Monitor as at the date hereof subject to the provisions of this Agreement. 2.2 The CBC hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, therewith provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, Agreement provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 2.3 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 2.4 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days business days of receipt of a written request for clarification from the Asset Monitor. 2.4 2.5 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-upon procedures (International Standard on Related Services 4400) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the reports of the Asset Monitor will Agreement and should not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee Agreement and the CBC. The reports of the Asset Monitor which will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment by the parties envisaged in this Agreement of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating Agencies). 2.6 If requested by the Rating Agencies or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or the Dutch Central Bank, respectively, for information purposes or proof only, provided that, in case such request has been made by a Rating Agency, such Rating Agency has acknowledged in writing that the Asset Monitor owes no duty of regulatory compliance onlycare to such Rating Agency and shall not be liable to such Rating Agency.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC CBC, also on behalf of the Issuer, hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, therewith provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, Agreement provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-Dutch law and the professional rules and regulations and codes of conduct applicable to the Asset Monitor, including the Dutch Standard 4400N 'Opdrachten tot het verrichten van overeengekomen specifieke werkzaamheden' (Engagements to perform agreed upon procedures (International Standard on Related Services 4400procedures) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the The reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBCCBC and, upon request, the Rating Agency and the Dutch Central Bank. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC and, upon request, the Rating Agency and the Dutch Central Bank only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating Agencies). 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies Agency or the Dutch Central Bank, respectively, for information purposes or proof only, provided that, in case such request has been made by a Rating Agency, such Rating Agency has acknowledged in writing that the Asset Monitor owes no duty of regulatory compliance onlycare to such Rating Agency and shall not be liable to such Rating Agency.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-upon procedures (International Standard on Related Services 4400) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee Trustee, the CBC, supervisory authorities and the CBCRating Agency. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating AgenciesAgency). Whether deviations have been reported, may be published in the Investor Report. 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or Agency and the Dutch Central Bank, respectively, for information purposes or proof of regulatory compliance only.

APPOINTMENT OF THE ASSET MONITOR. ‌ 2.1 The CBC hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-upon procedures (International Standard on Related Services 4400) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBC. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating Agencies). 2.6 If requested by the Rating Agencies or and/or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or and the Dutch Central Bank, respectively, for information purposes or proof only, provided that the Rating Agencies and/or the Dutch Central Bank have acknowledged in writing that the Asset Monitor owes no duty of regulatory compliance onlycare to the Rating Agencies and the Dutch Central Bank, respectively, and shall not be liable towards the Rating Agencies and the Dutch Central Bank, respectively.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC CBC, also on behalf of the Issuer, hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-upon procedures (International Standard on Related Services 4400) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee Trustee, the CBC, supervisory authorities and the CBCRating Agency. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating AgenciesAgency). Whether deviations have been reported in the reports of the Asset Monitor, these may be included in the Investor Reports. 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies Agency or the Dutch Central Bank, respectively, for information purposes or proof of regulatory compliance only.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. The CBC or Security Trustee (whichever gave the relevant instruction) shall indemnify the Asset Monitor against any and all claims arising out of such conflict, unless the Asset Monitor knows or reasonably could have known that directions are conflicting. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with Dutch law and the standards for agreed-upon procedures professional rules and regulations and codes of conduct applicable to the Asset Monitor, including the Nadere Voorschriften Controle en Overige Standaarden (International Standard on Related Services 4400NV COS) 4400 (Opdrachten tot het verrichten van overeengekomen specifieke werkzaamheden met betrekking tot financiële informatie) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.63.5.2, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBC. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating AgenciesAgency). 2.6 If requested by the Rating Agencies or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or the Dutch Central Bank, respectively, for information purposes or proof of regulatory compliance only.

APPOINTMENT OF THE ASSET MONITOR. ‌ 2.1 The CBC CBC, also on behalf of the Issuer, hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, therewith provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, Agreement provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with the standards for agreed-Dutch law and the professional rules and regulations and codes of conduct applicable to the Asset Monitor, including the Dutch Standard 4400 'Opdrachten tot het verrichten van overeengekomen specifieke werkzaamheden' (Engagements to perform agreed upon procedures (International Standard on Related Services 4400procedures) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.6, the The reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBCCBC and, upon request, the Rating Agency and the Dutch Central Bank. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC and, upon request, the Rating Agency and the Dutch Central Bank only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating Agencies). 2.6 If requested by the Rating Agencies Agency or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies Agency or the Dutch Central Bank, respectively, for information purposes or proof only, provided that, in case such request has been made by a Rating Agency, such Rating Agency has acknowledged in writing that the Asset Monitor owes no duty of regulatory compliance onlycare to such Rating Agency and shall not be liable to such Rating Agency.

APPOINTMENT OF THE ASSET MONITOR. 2.1 The CBC CBC, also on behalf of the Issuer, hereby instructs (verleent opdracht aan) the Asset Monitor to provide the services set out in Clause 3 of this Agreement and to comply with any reasonable directions which the CBC or the Security Trustee may from time to time give in connection therewith, provided that such directions are not contrary to the professional rules and regulations and codes of conduct applicable to the Asset Monitor, which instruction the Asset Monitor hereby accepts, and to which instruction the Security Trustee hereby consents, all subject to and in accordance with the terms of this Agreement, provided that in case of a conflict between directions from the CBC and the Security Trustee, the directions of the Security Trustee shall prevail. The CBC or Security Trustee (whichever gave the relevant instruction) shall indemnify the Asset Monitor against any and all claims arising out of such conflict, unless the Asset Monitor knows or reasonably could have known that directions are conflicting. 2.2 The scope of the services set out in Clause 3 has been determined by the Issuer, the Administrator, the Security Trustee and the CBC in their sole and absolute discretion, and the Asset Monitor assumes no responsibility for the adequacy of these procedures in meeting the objectives of the Issuer, the Administrator, the Security Trustee and the CBC or in meeting any other requirements contemplated by the Programme. 2.3 If the Asset Monitor requires clarification or interpretation of the Asset Cover Test, the Amortisation Test or the Mandatory Liquidity Reserve Test, the Asset Monitor may seek such clarification or interpretation from the Administrator, who shall respond in writing within five (5) Business Days of receipt of a written request for clarification from the Asset Monitor. 2.4 The Asset Monitor shall act as a prudent assignee (goed opdrachtnemer) in relation to the services to be provided pursuant to this Agreement and shall conduct its services under this Agreement in accordance with Dutch law and the standards for agreed-upon procedures professional rules and regulations and codes of conduct applicable to the Asset Monitor, including the Nadere Voorschriften Controle en Overige Standaarden (International Standard on Related Services 4400NV COS) 4400N (Opdrachten tot het verrichten van overeengekomen specifieke werkzaamheden met betrekking tot financiële informatie) and will not carry out any work by way of audit, review or verification of the financial information, accounting records or other sources from which that information is to be extracted for the purpose of providing its reports, which will be provided solely for use in connection with this Agreement. 2.5 Except as envisaged in Clause 2.63.5.2, the reports of the Asset Monitor will not be made available to any party other than the ones envisaged in this Agreement, being the Issuer, the Administrator, the Security Trustee and the CBC. The reports of the Asset Monitor will be provided to the Issuer, the Administrator, the Security Trustee and the CBC only for the purpose of their assessment of the matters set out in Clause 3 of this Agreement, and shall not be used for any other purpose. The Asset Monitor shall not have a duty of care to any other party (including the Rating AgenciesAgency). 2.6 If requested by the Rating Agencies or the Dutch Central Bank, respectively, the reports of the Asset Monitor can be provided to the Rating Agencies or the Dutch Central Bank, respectively, for information purposes or proof of regulatory compliance only.