Sub-agents and sub administrators
3.5.1 Subject to Clause 3.5.2, the Administrator may appoint any person as its sub-agent or sub-administrator to carry out the CBC Services in whole or in part on such terms as it deems necessary, provided that it shall always use reasonable care in the selection and continued appointment of such person and any such delegation is permitted under Dutch law. Any such appointment shall not in any way relieve the Administrator from its obligations under this Agreement in respect of the provision of any of the CBC Services for which it shall continue to be liable as if no such appointment had been made and as if the acts and omissions of the sub- agent or sub-administrator were the acts and omissions of the Administrator.
3.5.2 The Administrator may appoint one or more sub-agents or sub- administrators to perform some or all of the CBC Services, provided that:
(a) where the arrangements involve or may involve the receipt by the sub-agent or sub-administrator of moneys which, in accordance with this Agreement, are to be credited to the CBC Transaction Accounts, the sub-agent or sub-administrator acknowledges on terms satisfactory to the CBC that any such moneys without any set-off or counterclaim of whatever kind will be paid to the Administrator for credit to the CBC Transaction Accounts;
(b) neither the CBC nor the Security Trustee shall have any liability for any costs, charges or expenses payable to or incurred by such sub- agent or sub-administrator, or arising from the termination of any such arrangement in addition to the liability which either the CBC or the Security Trustee would have to the Administrator under this Agreement if no such sub-contracting or delegation had occurred; and
(c) the CBC and the Security Trustee have given their prior written consent (which consent shall not unreasonably be withheld) to such appointment and the Rating Agency is notified of such appointment.
3.5.3 Without prejudice to Clause 3.5.1 and 3.5.2 the Administrator may appoint Intertrust Administrative Services B.V. as a sub-agent in order to perform certain actions required to be performed on its behalf under this Agreement.
