Common use of APPOINTMENT OF SUBSTITUTE ADMINISTRATOR Clause in Contracts

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 Administrators (save for those obligations set out in 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 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 PML as Administrator fails to deliver an Administrator Report to HML within 1 Business Day of any 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 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 under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of 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. 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 the Administrators, under the Administration Agreement, other than the obligations of the Administrators, in their capacity as an Administrator, and shall not be required to undertake the obligations of the 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 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 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 Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' staff upon the payroll of HML.

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 Administrators (save for those obligations set out in Clause 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 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 PML as Administrator fails to deliver an Administrator Report to HML within 1 Business Day of any 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 7 6 (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 under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of Clause 21 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 the Administrators, under the Administration Agreement, other than the obligations of the Administrators, in their capacity as an Administrator, and shall not be required to undertake the obligations of the 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 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 16 clause 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 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 Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' staff upon the payroll of HML.

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 Administrators Administrator (save for those obligations set out in Clause 17.1.3 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 PML as the Administrator fails to deliver an Administrator Report to HML within 1 3 Business Day Days of any Interest 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 7 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 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 under the Administration Agreement of PML as Administrator or that such appointment has terminated by virtue of the other provisions of Clause 21 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 the AdministratorsPML, under the Administration Agreement, other than the obligations of the AdministratorsPML, in their its capacity as an the Administrator, and shall not be required to undertake the obligations of the AdministratorPML, 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 Topaz Finance Specialist Mortgage Services 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 Administrators Administrator 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 Administrators Administrator that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' Administrator's staff upon the payroll of HML.

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 Administrators (save for those obligations set out in Clause 17.1.3 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 PML as Administrator fails to deliver an Administrator Report to HML within 1 31 Business Day DaysDay of any Interest 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 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 under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of Clause 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. 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 the Administrators, under the Administration Agreement, other than the obligations of the Administrators, in their capacity as an Administrator, and shall not be required to undertake the obligations of the 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 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- 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 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 Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' staff upon the payroll of HML.

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 Administrators Administrator (save for those obligations set out in Clause 17.1.3 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 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 PML as Administrator fails to deliver an Administrator Report to HML within 1 Business Day of any 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 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) 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 Administrators' appointment under the Administration Agreement of MAAL as Administrator or that such appointment has terminated by virtue of the other provisions of Clause 21 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 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 the Administrators, MAAL under the Administration Agreement, other than the obligations of the Administrators, MAAL in their its capacity as an the Administrator, and shall not be required to undertake the obligations of the Administrator, 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: 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 Topaz Finance LimitedSkipton Building Society; and 2.5.3 2.4.3 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 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 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 Administrators Administrator 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 2.7 The parties further acknowledge and agree that following the assumption by HML of the duties and obligations of the Administrators Administrator that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' Administrator's staff upon the payroll of HML.

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 Administrators (save for those obligations set out in 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 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 PML as Administrator fails to deliver an Administrator Report to HML within 1 Business Day of any 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 7 6 (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 under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of Clause 21 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 the Administrators, under the Administration Agreement, other than the obligations of the Administrators, in their capacity as an Administrator, and shall not be required to undertake the obligations of the 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 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 (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 clause 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 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 Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' staff upon the payroll of HML.

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 Administrators Administrator (save for those obligations set out in Clause 17.1.3 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 PML as the Administrator fails to deliver an Administrator Report to HML within 1 3 Business Day Days of any Interest 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 7 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 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 under the Administration Agreement of PML as Administrator or that such appointment has terminated by virtue of the other provisions of Clause 21 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 the AdministratorsPML, under the Administration Agreement, other than the obligations of the AdministratorsPML, in their its capacity as an the Administrator, and shall not be required to undertake the obligations of the AdministratorPML, 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 Topaz Finance Specialist Mortgage Services 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 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 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 Administrators Administrator 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 Administrators Administrator that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' Administrator's staff upon the payroll of HML.

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 Administrators (save for those obligations set out in Clause 17.1.3 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.affected.‌ 2.2 If PML as Administrator fails to deliver an Administrator Report to HML within 1 3 Business Day Days of any Interest 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 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 under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of Clause 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 the Administrators, under the Administration Agreement, other than the obligations of the Administrators, in their capacity as an Administrator, and shall not be required to undertake the obligations of the 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 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 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 Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' staff upon the payroll of HML.

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 Administrators (save for those obligations set out in Clause 17.1.3 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 PML as Administrator fails to deliver an Administrator Report to HML within 1 31 Business Day DaysDay of any Interest 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 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 under the Administration Agreement or that such appointment has terminated by virtue of the other provisions of Clause 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. 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 the Administrators, under the Administration Agreement, other than the obligations of the Administrators, in their capacity as an Administrator, and shall not be required to undertake the obligations of the 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 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 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 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 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 Administrators that HML shall, subject to any law to the contrary, not be required to place any of the Administrators' staff upon the payroll of HML.