Additional Duties of the Administrator. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such notices, documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall on behalf of itself and of the Issuing Entity, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such notices, documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.05 and 5.06 of the Trust Agreement with respect to, among other things, accounting and reports to the Depositor.
(iii) The Administrator shall provide written notice to the Indenture Trustee upon notification to the Administrator that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement. Upon the receipt of such notification from the Clearing Agency, the Administrator shall use reasonable efforts to locate and appoint a qualified successor...
Additional Duties of the Administrator. The Administrator also agrees:
(A) To collect, receive and account for premiums on insurance policies issued pursuant to this Agreement.
(B) That all bank account, lock box, credit card and ACH fees shall be paid by the Administrator. The Administrator shall receive all billing setup and installment fees to offset the cost of these charges.
(C) That the Administrator shall be responsible to ensure that its operations and the business produced complies with all applicable laws and regulations. Without limiting the foregoing, the Administrator agrees that it shall cooperate with the Company or its designated representative to ensure that the business produced is in compliance with underwriting loss control requirements as specified in writing by the Company. In the event the performance of any duty or obligation of the Administrator herein would constitute the unauthorized practice of insurance by the Company in an applicable jurisdiction, the Administrator shall immediately notify the Company and this Agreement shall be immediately suspended or modified in such jurisdiction. If such a suspension shall frustrate the purposes of this Agreement, the Agreement shall terminate unless the parties agree to amend this Agreement so that the performance by the Administrator does not constitute the unauthorized practice of insurance by the Company.
(D) That the Administrator shall ensure, according to applicable law that sub-insurance producers are properly licensed.
(E) That, except as otherwise expressly noted herein or as agreed to by the Company in writing, that the Administrator shall be responsible for costs, fees and expenses incurred in connection with the production of business hereunder, excluding any expenses requested by the Company which are not required by statute or regulation. Sub-producers of Administrator act as a broker for the policyholder and are generally not required to be appointed as agent of Company. However, certain state insurance laws do require sub-producers of Administrator acting as broker for policyholder to be appointed by Company. Administrator shall be responsible for sub-producer licensing and appointment expenses in those states that require sub-producers of Administrator acting as broker of policyholder to be appointed. Company has the right to appoint any sub-producer of Administrator at the Company’s own expense. 5 AM 20767075.1
(F) That the Administrator shall comply with reasonable instructions or directions received from the...
