Common use of COVENANTS OF ADMINISTRATOR Clause in Contracts

COVENANTS OF ADMINISTRATOR. ‌ 18.1 Each Administrator hereby covenants with and undertakes to each of the Issuer and the Trustee that without prejudice to any of its specific obligations hereunder:‌ 18.1.1 it will devote the same amount of time and attention to and will exercise the same level of skill, care and diligence in, the performance of the Services as it would if it were administering mortgages or charges of a similar type which it administers on behalf of, and/or are beneficially owned by a Paragon Banking Group Company; 18.1.2 it will comply with any proper written directions, orders and instructions which the Issuer or the Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Trustee shall prevail); 18.1.3 it will use its reasonable endeavours to obtain and keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services; 18.1.4 save as otherwise agreed with the Issuer and the Trustee it will provide free of charge to the Issuer office space, facilities, equipment and staff sufficient to fulfil the obligations of the Issuer under this Agreement; 18.1.5 it will not knowingly fail to comply with any legal requirements in the performance of the Services; 18.1.6 it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Sterling for value on such day without set off or counterclaim; 18.1.7 it will not amend or terminate any of the Relevant Documents, without in any case the prior written consent of the Trustee; 18.1.8 it will take all reasonable steps to enforce the obligations of each Hedge Provider under each Hedge Agreement and of any Hedge Guarantor under any Hedge Guarantee and of any other provider or guarantor of any other hedging arrangements entered into by the Issuer; 18.1.9 it will administer the Mortgages and any related collateral security with due and proper regard to the principles and procedures set out in the Administration Manual or in such other manner as would a reasonably prudent mortgage administrator administering its own mortgages and charges of a similar type; 18.1.10 without prejudice to Condition 18, it will, on behalf of the Issuer, request a drawing under the Class S VFN in the amount required and any Amortised Cost Adjustments and where applicable, a drawing in accordance with Clause 6.19.6; 18.1.11 to the extent that carrying out the Services in accordance with the provisions of this Agreement requires any Administrator to obtain any authorisation, licence, approval or consent under the Financial Services and Markets Act 2000 (a "FSMA Authorisation"), such Administrator shall, to the extent permissible in law, delegate or sub-contract the performance of such services to either: (i) a Paragon Banking Group Company which has the necessary FSMA Authorisation which will use any reasonable endeavours to keep in force any such FSMA Authorisation or (ii) a third party which has the necessary FSMA Authorisation;‌ 18.1.12 to the extent that the carrying on by the Issuer of its business as contemplated by the Relevant Documents requires the Issuer to obtain any FSMA authorisation then the Administrator will procure that the Issuer obtains and further maintains such FSMA authorisation; 18.1.13 to the extent that the Rated Notes have not been not fully repaid on the Step- Up Date, it shall (on behalf of the Issuer) arrange an agreed upon procedures review conducted by a third-party in respect of any Mortgages that have not been previously subject to an agreed upon procedures review and deliver the results of such audit to the Rating Agencies; 18.1.14 if: (a) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the Closing Date will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date; or (b) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the last date an AUP Report was required to be delivered pursuant to this clause 18.1.14 (each such date the "AUP Review Trigger Date") will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date, it shall (on behalf of the Issuer) arrange an AUP Review on a sample of the Additional Mortgages purchased since, (i) with respect to sub-paragraph (a) above the Closing Date; or (ii) with respect to sub-paragraph (b) above the last AUP Review Trigger Date; to be carried out following the Principal Determination Date when the aggregate Current Balance of all Additional Mortgages purchased since (a) with respect to the first AUP Review, the Closing Date or (b) thereafter, the last AUP Review Trigger Date, exceeded 20 per cent. of the Current Balance of all Mortgages sold to the Issuer on the Closing Date (on substantially the same terms and with results to the same required standard as the AUP Review which was carried out prior to the Closing Date or on such other terms and with results to such other required standard as would be required if such AUP Review was being carried out for the same purpose as the AUP Review was undertaken prior to the Closing Date) and deliver the results of such AUP Review to the Rating Agencies. 18.2 The covenants and undertakings of the Administrators in Clause 18.1 above shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Issuer and/or the Trustee arising from breach of any such covenant prior to the date of termination of this Agreement. 18.3 PML as Administrator hereby covenants with and undertakes to each of the Trustee and the Substitute Administrator to forward to them an Administrator Report within three Business Days from each Principal Determination Date.

COVENANTS OF ADMINISTRATOR. ‌ 18.1 17.1 Each Administrator hereby covenants with and undertakes to each of the Issuer and the Trustee that without prejudice to any of its specific obligations hereunder:‌hereunder: 18.1.1 17.1.1 it will devote the same amount of time and attention to and will exercise the same level of skill, care and diligence in, the performance of the Services as it would if it were administering mortgages or charges of a similar type which it administers on behalf of, and/or are beneficially owned by a Paragon Banking Group Company; 18.1.2 17.1.2 it will comply with any proper written directions, orders and instructions which the Issuer or the Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Trustee shall prevail); 18.1.3 17.1.3 it will use its reasonable endeavours to obtain and keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services; 18.1.4 17.1.4 save as otherwise agreed with the Issuer and the Trustee it will provide free of charge to the Issuer office space, facilities, equipment and staff sufficient to fulfil the obligations of the Issuer under this Agreement; 18.1.5 17.1.5 it will not knowingly fail to comply with any legal requirements in the performance of the Services; 18.1.6 17.1.6 it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Sterling for value on such day without set off or counterclaim; 18.1.7 17.1.7 it will not amend or terminate any of the Relevant Documents, without in any case the prior written consent of the Trustee; 18.1.8 17.1.8 it will take all reasonable steps to enforce the obligations of each Hedge Provider under each Hedge Agreement and of any Hedge Guarantor under any Hedge Guarantee and of any other provider or guarantor of any other hedging arrangements entered into by the Issuer; 18.1.9 17.1.9 it will administer the Mortgages and any related collateral security with due and proper regard to the principles and procedures set out in the Administration Manual or in such other manner as would a reasonably prudent mortgage administrator administering its own mortgages and charges of a similar type; 18.1.10 17.1.10 without prejudice to Condition 18, it will, on behalf of the Issuer, request a drawing under the Class S VFN in the amount required and any Amortised Cost Adjustments and where applicable, a drawing in accordance with Clause 6.19.66.19.2; 18.1.11 17.1.11 to the extent that carrying out the Services in accordance with the provisions of this Agreement requires any Administrator to obtain any authorisation, licence, approval or consent under the Financial Services and Markets Act 2000 Xxx 0000 (a "FSMA Authorisation"), such Administrator shall, to the extent permissible in law, delegate or sub-contract the performance of such services to either: (i) a Paragon Banking Group Company which has the necessary FSMA Authorisation which will use any reasonable endeavours to keep in force any such FSMA Authorisation or (ii) a third party which has the necessary FSMA Authorisation;‌Authorisation; 18.1.12 17.1.12 to the extent that the carrying on by the Issuer of its business as contemplated by the Relevant Documents requires the Issuer to obtain any FSMA authorisation then the Administrator will procure that the Issuer obtains and further maintains such FSMA authorisation; 18.1.13 to 17.1.13 it will complete an independent file audit of the extent that Additional Mortgage Pool within three months of the Rated Notes have not been not fully repaid on the Step- Up Closing Date, it shall (on behalf of the Issuer) arrange an agreed upon procedures review conducted by a third-party in respect of any Mortgages that have not been previously subject to an agreed upon procedures review and deliver provide the results of such the independent file audit to the Rating Agencies; 18.1.14 if: (a) following Agencies and, once provided, notify the addition Issuer and the Trustee of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance satisfaction of all Additional Mortgages purchased by the Issuer since the Closing Date will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date; or (b) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the last date an AUP Report was required to be delivered pursuant to this clause 18.1.14 (each such date the "AUP Review Trigger Date") will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date, it shall (on behalf of the Issuer) arrange an AUP Review on a sample of the Additional Mortgages purchased since, (i) with respect to sub-paragraph (a) above the Closing Date; or (ii) with respect to sub-paragraph (b) above the last AUP Review Trigger Date; to be carried out following the Principal Determination Date when the aggregate Current Balance of all Additional Mortgages purchased since (a) with respect to the first AUP Review, the Closing Date or (b) thereafter, the last AUP Review Trigger Date, exceeded 20 per cent. of the Current Balance of all Mortgages sold to the Issuer on the Closing Date (on substantially the same terms and with results to the same required standard as the AUP Review which was carried out prior to the Closing Date or on such other terms and with results to such other required standard as would be required if such AUP Review was being carried out for the same purpose as the AUP Review was undertaken prior to the Closing Date) and deliver the results of such AUP Review to the Rating Agencies17.1.13. 18.2 17.2 The covenants and undertakings of the Administrators in Clause 18.1 17.1 above shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Issuer and/or the Trustee arising from breach of any such covenant prior to the date of termination of this Agreement. 18.3 17.3 PML as Administrator hereby covenants with and undertakes to each of the Trustee and the Substitute Administrator to forward to them an Administrator Report within three one Business Days Day from each Principal Interest Determination Date.

COVENANTS OF ADMINISTRATOR. ‌ 18.1 17.1 Each Administrator hereby covenants with and undertakes to each of the Issuer and the Trustee that without prejudice to any of its specific obligations hereunder:‌hereunder: 18.1.1 17.1.1 it will devote the same amount of time and attention to and will exercise the same level of skill, care and diligence in, the performance of the Services as it would if it were administering mortgages or charges of a similar type which it administers on behalf of, and/or are beneficially owned by a Paragon Banking Group Company; 18.1.2 17.1.2 it will comply with any proper written directions, orders and instructions which the Issuer or the Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Trustee shall prevail); 18.1.3 17.1.3 it will use its reasonable endeavours to obtain and keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services; 18.1.4 17.1.4 save as otherwise agreed with the Issuer and the Trustee it will provide free of charge to the Issuer office space, facilities, equipment and staff sufficient to fulfil the obligations of the Issuer under this Agreement; 18.1.5 17.1.5 it will not knowingly fail to comply with any legal requirements in the performance of the Services; 18.1.6 17.1.6 it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Sterling for value on such day without set off or counterclaim; 18.1.7 17.1.7 it will not amend or terminate any of the Relevant Documents, without in any case the prior written consent of the Trustee; 18.1.8 17.1.8 it will take all reasonable steps to enforce the obligations of each Hedge Provider under each Hedge Agreement and of any Hedge Guarantor under any Hedge Guarantee and of any other provider or guarantor of any other hedging arrangements entered into by the Issuer; 18.1.9 17.1.9 it will administer the Mortgages and any related collateral security with due and proper regard to the principles and procedures set out in the Administration Manual or in such other manner as would a reasonably prudent mortgage administrator administering its own mortgages and charges of a similar type; 18.1.10 17.1.10 without prejudice to Condition 18, it will, on behalf of the Issuer, request a drawing under the Class S VFN in the amount required and any Amortised Cost Adjustments and where applicable, a drawing in accordance with Clause 6.19.66.18.2; 18.1.11 17.1.11 to the extent that carrying out the Services in accordance with the provisions of this Agreement requires any Administrator to obtain any authorisation, licence, approval or consent under the Financial Services and Markets Act 2000 Xxx 0000 (a "FSMA Authorisation"), such Administrator shall, to the extent permissible in law, delegate or sub-contract the performance of such services to either: (i) a Paragon Banking Group Company which has the necessary FSMA Authorisation which will use any reasonable endeavours to keep in force any such FSMA Authorisation or (ii) a third party which has the necessary FSMA Authorisation;‌Authorisation; 18.1.12 17.1.12 to the extent that the carrying on by the Issuer of its business as contemplated by the Relevant Documents requires the Issuer to obtain any FSMA authorisation then the Administrator will procure that the Issuer obtains and further maintains such FSMA authorisation; 18.1.13 to the extent that the Rated Notes have not been not fully repaid on the Step- Up Date, it shall (on behalf of the Issuer) arrange an agreed upon procedures review conducted by a third-party in respect of any Mortgages that have not been previously subject to an agreed upon procedures review and deliver the results of such audit to the Rating Agencies; 18.1.14 if: (a) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the Closing Date will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date; or (b) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the last date an AUP Report was required to be delivered pursuant to this clause 18.1.14 (each such date the "AUP Review Trigger Date") will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date, it shall (on behalf of the Issuer) arrange an AUP Review on a sample of the Additional Mortgages purchased since, (i) with respect to sub-paragraph (a) above the Closing Date; or (ii) with respect to sub-paragraph (b) above the last AUP Review Trigger Date; to be carried out following the Principal Determination Date when the aggregate Current Balance of all Additional Mortgages purchased since (a) with respect to the first AUP Review, the Closing Date or (b) thereafter, the last AUP Review Trigger Date, exceeded 20 per cent. of the Current Balance of all Mortgages sold to the Issuer on the Closing Date (on substantially the same terms and with results to the same required standard as the AUP Review which was carried out prior to the Closing Date or on such other terms and with results to such other required standard as would be required if such AUP Review was being carried out for the same purpose as the AUP Review was undertaken prior to the Closing Date) and deliver the results of such AUP Review to the Rating Agencies. 18.2 17.2 The covenants and undertakings of the Administrators in Clause 18.1 17.1 above shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Issuer and/or the Trustee arising from breach of any such covenant prior to the date of termination of this Agreement. 18.3 17.3 PML as Administrator hereby covenants with and undertakes to each of the Trustee and the Substitute Administrator to forward to them an Administrator Report within three one Business Days Day from each Principal Interest Determination Date.

COVENANTS OF ADMINISTRATOR. ‌ 18.1 Each Administrator hereby covenants with and undertakes to each of the Issuer and the Trustee that without prejudice to any of its specific obligations hereunder:‌hereunder: 18.1.1 it will devote the same amount of time and attention to and will exercise the same level of skill, care and diligence in, the performance of the Services as it would if it were administering mortgages or charges of a similar type which it administers on behalf of, and/or are beneficially owned by a Paragon Banking Group Company; 18.1.2 it will comply with any proper written directions, orders and instructions which the Issuer or the Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Trustee shall prevail); 18.1.3 it will use its reasonable endeavours to obtain and keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services; 18.1.4 save as otherwise agreed with the Issuer and the Trustee it will provide free of charge to the Issuer office space, facilities, equipment and staff sufficient to fulfil the obligations of the Issuer under this Agreement; 18.1.5 it will not knowingly fail to comply with any legal requirements in the performance of the Services; 18.1.6 it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Sterling for value on such day without set off or counterclaim; 18.1.7 it will not amend or terminate any of the Relevant Documents, without in any case the prior written consent of the Trustee; 18.1.8 it will take all reasonable steps to enforce the obligations of each Hedge Provider under each Hedge Agreement and of any Hedge Guarantor under any Hedge Guarantee and of any other provider or guarantor of any other hedging arrangements entered into by the Issuer; 18.1.9 it will administer the Mortgages and any related collateral security with due and proper regard to the principles and procedures set out in the Administration Manual or in such other manner as would a reasonably prudent mortgage administrator administering its own mortgages and charges of a similar type; 18.1.10 without prejudice to Condition 18, it will, on behalf of the Issuer, request a drawing under the Class S VFN in the amount required and any Amortised Cost Adjustments and where applicable, a drawing in accordance with Clause 6.19.6; 18.1.11 to the extent that carrying out the Services in accordance with the provisions of this Agreement requires any Administrator to obtain any authorisation, licence, approval or consent under the Financial Services and Markets Act 2000 Xxx 0000 (a "FSMA Authorisation"), such Administrator shall, to the extent permissible in law, delegate or sub-contract the performance of such services to either: (i) a Paragon Banking Group Company which has the necessary FSMA Authorisation which will use any reasonable endeavours to keep in force any such FSMA Authorisation or (ii) a third party which has the necessary FSMA Authorisation;‌Authorisation; 18.1.12 to the extent that the carrying on by the Issuer of its business as contemplated by the Relevant Documents requires the Issuer to obtain any FSMA authorisation then the Administrator will procure that the Issuer obtains and further maintains such FSMA authorisation; 18.1.13 to the extent that the Rated Notes have not been not fully repaid on the Step- Step-Up Date, it shall (on behalf of the Issuer) arrange an agreed upon procedures review conducted by a third-party in respect of any Mortgages that have not been previously subject to an agreed upon procedures review and deliver the results of such audit to the Rating Agencies; 18.1.14 if: (a) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the Closing Date will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date; or (b) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the last date an AUP Report was required to be delivered pursuant to this clause 18.1.14 (each such date the "AUP Review Trigger Date") will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date, it shall (on behalf of the Issuer) arrange an AUP Review on a sample of the Additional Mortgages purchased since, (i) with respect to sub-paragraph (a) above the Closing Date; or (ii) with respect to sub-paragraph (b) above the last AUP Review Trigger Date; to be carried out following the Principal Determination Date when the aggregate Current Balance of all Additional Mortgages purchased since (a) with respect to the first AUP Review, the Closing Date or (b) thereafter, the last AUP Review Trigger Date, exceeded 20 per cent. of the Current Balance of all Mortgages sold to the Issuer on the Closing Date (on substantially the same terms and with results to the same required standard as the AUP Review which was carried out prior to the Closing Date or on such other terms and with results to such other required standard as would be required if such AUP Review was being carried out for the same purpose as the AUP Review was undertaken prior to the Closing Date) and deliver the results of such AUP Review to the Rating Agencies. 18.2 The covenants and undertakings of the Administrators in Clause 18.1 above shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Issuer and/or the Trustee arising from breach of any such covenant prior to the date of termination of this Agreement. 18.3 PML as Administrator hereby covenants with and undertakes to each of the Trustee and the Substitute Administrator to forward to them an Administrator Report within three threeone Business Days DaysDay from each Principal PrincipalInterest Determination Date.

COVENANTS OF ADMINISTRATOR. ‌ 18.1 Each Administrator hereby covenants with and undertakes to each of the Issuer and the Trustee that without prejudice to any of its specific obligations hereunder:‌ 18.1.1 it will devote the same amount of time and attention to and will exercise the same level of skill, care and diligence in, the performance of the Services as it would if it were administering mortgages or charges of a similar type which it administers on behalf of, and/or are beneficially owned by a Paragon Banking Group Company; 18.1.2 it will comply with any proper written directions, orders and instructions which the Issuer or the Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Trustee shall prevail); 18.1.3 it will use its reasonable endeavours to obtain and keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services; 18.1.4 save as otherwise agreed with the Issuer and the Trustee it will provide free of charge to the Issuer office space, facilities, equipment and staff sufficient to fulfil the obligations of the Issuer under this Agreement; 18.1.5 it will not knowingly fail to comply with any legal requirements in the performance of the Services; 18.1.6 it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Sterling for value on such day without set off or counterclaim; 18.1.7 it will not amend or terminate any of the Relevant Documents, without in any case the prior written consent of the Trustee; 18.1.8 it will take all reasonable steps to enforce the obligations of each Hedge Provider under each Hedge Agreement and of any Hedge Guarantor under any Hedge Guarantee and of any other provider or guarantor of any other hedging arrangements entered into by the Issuer; 18.1.9 it will administer the Mortgages and any related collateral security with due and proper regard to the principles and procedures set out in the Administration Manual or in such other manner as would a reasonably prudent mortgage administrator administering its own mortgages and charges of a similar type; 18.1.10 without prejudice to Condition 18, it will, on behalf of the Issuer, request a drawing under the Class S VFN in the amount required and any Amortised Cost Adjustments and where applicable, a drawing in accordance with Clause 6.19.6; 18.1.11 to the extent that carrying out the Services in accordance with the provisions of this Agreement requires any Administrator to obtain any authorisation, licence, approval or consent under the Financial Services and Markets Act 2000 Xxx 0000 (a "FSMA Authorisation"), such Administrator shall, to the extent permissible in law, delegate or sub-contract the performance of such services to either: (i) a Paragon Banking Group Company which has the necessary FSMA Authorisation which will use any reasonable endeavours to keep in force any such FSMA Authorisation or (ii) a third party which has the necessary FSMA Authorisation;‌ 18.1.12 to the extent that the carrying on by the Issuer of its business as contemplated by the Relevant Documents requires the Issuer to obtain any FSMA authorisation then the Administrator will procure that the Issuer obtains and further maintains such FSMA authorisation; 18.1.13 to the extent that the Rated Notes have not been not fully repaid on the Step- Up Date, it shall (on behalf of the Issuer) arrange an agreed upon procedures review conducted by a third-party in respect of any Mortgages that have not been previously subject to an agreed upon procedures review and deliver the results of such audit to the Rating Agencies; 18.1.14 if: (a) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the Closing Date will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date; or (b) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the last date an AUP Report was required to be delivered pursuant to this clause 18.1.14 (each such date the "AUP Review Trigger Date") will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date, it shall (on behalf of the Issuer) arrange an AUP Review on a sample of the Additional Mortgages purchased since, (i) with respect to sub-paragraph (a) above the Closing Date; or (ii) with respect to sub-paragraph (b) above the last AUP Review Trigger Date; to be carried out following the Principal Determination Date when the aggregate Current Balance of all Additional Mortgages purchased since (a) with respect to the first AUP Review, the Closing Date or (b) thereafter, the last AUP Review Trigger Date, exceeded 20 per cent. of the Current Balance of all Mortgages sold to the Issuer on the Closing Date (on substantially the same terms and with results to the same required standard as the AUP Review which was carried out prior to the Closing Date or on such other terms and with results to such other required standard as would be required if such AUP Review was being carried out for the same purpose as the AUP Review was undertaken prior to the Closing Date) and deliver the results of such AUP Review to the Rating Agencies. 18.2 The covenants and undertakings of the Administrators in Clause 18.1 above shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Issuer and/or the Trustee arising from breach of any such covenant prior to the date of termination of this Agreement. 18.3 PML as Administrator hereby covenants with and undertakes to each of the Trustee and the Substitute Administrator to forward to them an Administrator Report within three Business Days from each Principal Determination Date.

COVENANTS OF ADMINISTRATOR. ‌ 18.1 Each Administrator hereby covenants with and undertakes to each of the Issuer and the Trustee that without prejudice to any of its specific obligations hereunder:‌hereunder: 18.1.1 (a) it will devote the same amount of time and attention to and will exercise the same level of skill, care and diligence in, the performance of the Services as it would if it were administering mortgages or charges of a similar type which it administers on behalf of, and/or are beneficially owned by a Paragon Banking Group Company; 18.1.2 (b) it will comply with any proper written directions, orders and instructions which the Issuer or the Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Trustee shall prevail); 18.1.3 (c) it will use its reasonable endeavours to obtain and keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services; 18.1.4 (d) save as otherwise agreed with the Issuer and the Trustee it will provide free of charge to the Issuer office space, facilities, equipment and staff sufficient to fulfil the obligations of the Issuer under this Agreement; 18.1.5 (e) it will not knowingly fail to comply with any legal requirements in the performance of the Services; 18.1.6 (f) it will make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Sterling for value on such day without set off or counterclaim; 18.1.7 (g) it will not amend or terminate any of the Relevant Documents, without in any case the prior written consent of the Trustee; 18.1.8 (h) it will take all reasonable steps to enforce the obligations of each Hedge Provider under each Hedge Agreement and of any Hedge Guarantor under any Hedge Guarantee and of any other provider or guarantor of any other hedging arrangements entered into by the Issuer; 18.1.9 (i) it will administer the Mortgages and any related collateral security with due and proper regard to the principles and procedures set out in the Administration Manual or in such other manner as would a reasonably prudent mortgage administrator administering its own mortgages and charges of a similar type; 18.1.10 (j) without prejudice to Condition 18, it will, on behalf of the Issuer, request a drawing under the Class S VFN in the amount required and any Amortised Cost Adjustments and/or Swap Premium and where applicable, a drawing in accordance with Clause 6.19.66.19(b); 18.1.11 (k) to the extent that carrying out the Services in accordance with the provisions of this Agreement requires any Administrator to obtain any authorisation, licence, approval or consent under the Financial Services and Markets Act 2000 (a "FSMA Authorisation"), such Administrator shall, to the extent permissible in law, delegate or sub-contract the performance of such services to either: (i) a Paragon Banking Group Company which has the necessary FSMA Authorisation which will use any reasonable endeavours to keep in force any such FSMA Authorisation or (ii) a third party which has the necessary FSMA Authorisation;‌Authorisation; 18.1.12 (l) to the extent that the carrying on by the Issuer of its business as contemplated by the Relevant Documents requires the Issuer to obtain any FSMA authorisation then the Administrator will procure that the Issuer obtains and further maintains such FSMA authorisation;; and 18.1.13 to the extent that the Rated Notes have not been not fully repaid on the Step- Up Date, (m) it shall (will on behalf of the Issuer) arrange an agreed upon procedures review conducted by a third-party in respect of any Mortgages that have not been previously , subject to an agreed upon procedures review and deliver in accordance with Condition 18, calculate whether the results of such audit amounts standing to the Rating Agencies; 18.1.14 if: (a) following the addition credit of the Additional Mortgages to the Mortgage Portfolio Class S VFN Drawdown Ledger are in excess of the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the Closing Date will exceed 30 per cent. of the Current Balance of Amortised Cost Adjustment and/or the Mortgages sold to the Issuer on the Closing Date; or Swap Premium arising during an Interest Period (b) following the addition of the Additional Mortgages to the Mortgage Portfolio the aggregate Current Balance of all Additional Mortgages purchased by the Issuer since the last date an AUP Report was required to be delivered pursuant to this clause 18.1.14 (each such date excess, the "AUP Review Trigger DateClass S VFN Excess Amounts") will exceed 30 per cent. of the Current Balance of the Mortgages sold to the Issuer on the Closing Date, it and shall (apply on behalf of the Issuer) arrange an AUP Review Issuer such Class S VFN Excess Amounts on a sample of the Additional Mortgages purchased since, (i) with respect to sub-paragraph (a) above the Closing Date; or (ii) with respect to sub-paragraph (b) above the last AUP Review Trigger Date; to be carried out following the Principal Determination Date when the aggregate Current Balance of all Additional Mortgages purchased since (a) with respect to the first AUP Review, the Closing Date any Business Day on or (b) thereafter, the last AUP Review Trigger Date, exceeded 20 per cent. of the Current Balance of all Mortgages sold to the Issuer on the Closing Date (on substantially the same terms and with results to the same required standard as the AUP Review which was carried out prior to the Closing Interest Payment Date or on such other terms and with results to such other required standard as would be required if such AUP Review was being carried out for immediately following the same purpose as the AUP Review was undertaken prior to the Closing Date) and deliver the results end of such AUP Review to Interest Period as a principal repayment of the Rating AgenciesClass S VFN outside of the Payment Priorities. 18.2 The covenants and undertakings of the Administrators in Clause 18.1 above shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Issuer and/or the Trustee arising from breach of any such covenant prior to the date of termination of this Agreement. 18.3 PML as Administrator hereby covenants with and undertakes to each of the Trustee and the Substitute Administrator to forward to them an Administrator Report within three Business Days from each Principal Determination Date.