APPOINTMENT OF SUBSTITUTE ADMINISTRATOR. 2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of the Administrator (save for those obligations set out in clause 18.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected. 2.2 If the Administrator fails to deliver an Administrator Report to HML within 3 Business Days of any Principal Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure. 2.3 HML shall commence its duties and obligations referred to in Clause 2.1 (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the appointment of PML as Administrator or that such appointment has terminated by virtue of the other provisions of clause 20 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder. 2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PML, under the Administration Agreement, other than the obligations of PML, in its capacity as the Administrator, and shall not be required to undertake the obligations of PML, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents. 2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion: 2.5.1 sub-contract printing and storage functions to a third party; 2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Limited; and 2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- contracting to such third party would not adversely affect the then current ratings of the Notes, 2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 (Data Protection) of the Administration Agreement. 2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator pursuant to this Clause HML shall not, and shall at no time be required to become, the legal owner of a Mortgage. 2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of both of the Administrator Administrators (save for those obligations set out in clause 18.1.3 Clause 17.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.
2.2 If the PML as Administrator fails to deliver an Administrator Report to HML within 3 1 Business Days Day of any Principal Interest Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 7 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 above (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the Administrators' appointment of PML as Administrator under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of clause 20 Clause 21 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PMLthe Administrators, under the Administration Agreement, other than the obligations of PMLthe Administrators, in its their capacity as the an Administrator, and shall not be required to undertake the obligations of PMLthe Administrator, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Topaz Finance Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause Clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause Clause 16 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator Administrators pursuant to this Clause 2.7 HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's Administrators' staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder xxxxxxxxx and to assume the duties and obligations of both of the Administrator Administrators (save for those obligations set out in clause 18.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.
2.2 If the PML as Administrator fails to deliver an Administrator Report to HML within 3 31 Business Days DaysDay of any Principal PrincipalInterest Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 7 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 above (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the Administrators' appointment of PML as Administrator under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of clause 20 21 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PMLthe Administrators, under the Administration Agreement, other than the obligations of PMLthe Administrators, in its their capacity as the an Administrator, and shall not be required to undertake the obligations of PMLthe Administrator, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Topaz Finance Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 Act 2000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- sub-contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator Administrators pursuant to this Clause 2.7 HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's Administrators' staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of both of the Administrator Administrators (save for those obligations set out in clause 18.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.affected.
2.2 If the PML as Administrator fails to deliver an Administrator Report to HML within 3 Business Days of any Principal Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 7 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 above (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the Administrators' appointment of PML as Administrator under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of clause 20 21 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PMLthe Administrators, under the Administration Agreement, other than the obligations of PMLthe Administrators, in its their capacity as the an Administrator, and shall not be required to undertake the obligations of PMLthe Administrator, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Topaz Finance Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator Administrators pursuant to this Clause 2.7 HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's Administrators' staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of the Administrator (save for those obligations set out in clause 18.1.3 clauses 18.1(c) of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.
2.2 If the Administrator fails to deliver an Administrator Report to HML within 3 Business Days of any Principal Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 (to the extent not already commenced pursuant to Clause 2.2 above) 2.1, as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the appointment of PML MAAL as Administrator or that such appointment has terminated by virtue of the other provisions of clause 20 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.thereunder.
2.4 2.3 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PML, MAAL under the Administration Agreement, other than the obligations of PML, MAAL in its capacity as the Administrator, and shall not be required to undertake the obligations of PML, MAAL under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 2.4 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:discretion:
2.5.1 2.4.1 sub-contract printing and storage functions to a third party;
2.5.2 2.4.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable interest rates to Specialist Mortgage Services LimitedSkipton Building Society; and
2.5.3 2.4.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 2.5 Notwithstanding any sub-contracting pursuant to Clause 2.5 2.4 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 (Data Protection) of the Administration Agreement.
2.7 2.6 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator pursuant to this Clause HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.
2.8 2.7 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of both of the Administrator Administrators (save for those obligations set out in clause 18.1.3 17.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.affected.
2.2 If the PML as Administrator fails to deliver an Administrator Report to HML within 3 1 Business Days Day of any Principal Interest Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 6 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 above (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the Administrators' appointment of PML as Administrator under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of clause 20 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PMLthe Administrators, under the Administration Agreement, other than the obligations of PMLthe Administrators, in its their capacity as the an Administrator, and shall not be required to undertake the obligations of PMLthe Administrator, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Topaz Finance Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 15 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator Administrators pursuant to this Clause 2.7 HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's Administrators' staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of the Administrator (save for those obligations set out in clause 18.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.
2.2 If the Administrator fails to deliver an Administrator Report to HML within 3 Business Days of any Principal Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the appointment of PML as Administrator or that such appointment has terminated by virtue of the other provisions of clause 20 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PML, under the Administration Agreement, other than the obligations of PML, in its capacity as the Administrator, and shall not be required to undertake the obligations of PML, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 Act 2000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator pursuant to this Clause HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's staff upon the payroll of HML.
Appears in 1 contract
Samples: Commitment Fee Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of both of the Administrator Administrators (save for those obligations set out in clause 18.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.
2.2 If the PML as Administrator fails to deliver an Administrator Report to HML within 3 31 Business Days DaysDay of any Principal PrincipalInterest Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 7 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 above (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the Administrators' appointment of PML as Administrator under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of clause 20 21 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PMLthe Administrators, under the Administration Agreement, other than the obligations of PMLthe Administrators, in its their capacity as the an Administrator, and shall not be required to undertake the obligations of PMLthe Administrator, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Topaz Finance Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- sub-contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator Administrators pursuant to this Clause 2.7 HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's Administrators' staff upon the payroll of HML.
Appears in 1 contract
Samples: Substitute Administrator Agreement
APPOINTMENT OF SUBSTITUTE ADMINISTRATOR.
2.1 Subject as provided herein, HML hereby agrees to act as substitute administrator hereunder and to assume the duties and obligations of both of the Administrator Administrators (save for those obligations set out in clause 18.1.3 Clause 17.1.3 of the Administration Agreement) on the same terms, mutatis mutandis, as those set out in the Administration Agreement which shall accordingly be incorporated herein but as amended as set out in Schedule Schedule 1 (Amendments to Administration Agreement). To the extent that there is direct conflict between the provisions of the Administration Agreement and this Agreement, this Agreement shall prevail over provisions in the Administration Agreement where the Substitute Administrator's rights are affected.affected.
2.2 If the PML as Administrator fails to deliver an Administrator Report to HML within 3 1 Business Days Day of any Principal Interest Determination Date, HML shall assume the performance of the Cash Bond Management Services (and, for the avoidance of doubt, to the extent that the required calculation data is unavailable HML shall calculate the relevant amounts to be paid by the Issuer in accordance with Schedule 1 (The Services) and Schedule 10 6 (Determinations and Reconciliation) of the Administration Agreement) within 5 Business Days of such failure.
2.3 HML shall commence its duties and obligations referred to in Clause 2.1 above (to the extent not already commenced pursuant to Clause 2.2 above) as soon as reasonably practicable after being notified in writing by the Issuer or the Trustee that the Issuer or the Trustee has terminated the Administrators' appointment of PML as Administrator under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of clause Clause 20 (Termination) of the Administration Agreement provided that upon such notification, HML shall, without the need for further action, be entitled to all rights, benefits, exclusions from liability, powers and discretions of the Administrator under the Administration Agreement as if it had originally been named as Administrator thereunder.
2.4 Notwithstanding the foregoing HML shall not, for the avoidance of doubt, be required to perform or undertake (i) any of the obligations of PMLthe Administrators, under the Administration Agreement, other than the obligations of PMLthe Administrators, in its their capacity as the an Administrator, and shall not be required to undertake the obligations of PMLthe Administrator, under any Relevant Document other than the Administration Agreement or (ii) any of the obligations under the Relevant Documents of any of the other parties to the Relevant Documents.
2.5 The parties hereby acknowledge that upon its appointment as substitute administrator under this Agreement, HML may, at its discretion:
2.5.1 sub-contract printing and storage functions to a third party;
2.5.2 sub-contract (or otherwise request the assistance in relation to) the performance of any of its obligations relating to the determination of variable rates to Specialist Mortgage Services Topaz Finance Limited; and
2.5.3 sub-contract or delegate the performance of the Administrator's obligations under clause 4.9 of the Administration Agreement (Investment of Transaction Cash and Hedge Collateral Cash) or any other obligation requiring it to exercise its discretion in dealing with authorised investments (the performance of which obligations would require the Administrator to obtain an authorisation under the Financial Services and Markets Xxx 0000 ("FSMA authorisation")) to either (i) a Paragon Group Company which has the necessary FSMA authorisation and covenants to use reasonable endeavours to keep in force any such FSMA authorisation or (ii) a third party with the necessary FSMA authorisation provided that such delegation or sub- sub-contracting to such third party would not adversely affect the then current ratings of the Notes,
2.6 Notwithstanding any sub-contracting pursuant to Clause 2.5 above HML shall remain liable to the Issuer for the due performance of its obligations under the Administration Agreement and this Agreement and shall ensure that any sub-contractor complies with the relevant terms of this Agreement and/or the Administration Agreement including, for the avoidance of doubt, clause 16 15 (Data Protection) of the Administration Agreement.
2.7 The parties acknowledge and agree that upon assumption by HML of the duties and obligations of the Administrator Administrators pursuant to this Clause 2.7 HML shall not, and shall at no time be required to become, the legal owner of a Mortgage.Mortgage.
2.8 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrator Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrator's Administrators' staff upon the payroll of HML.
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Samples: Substitute Administrator Agreement