Common use of Additional Duties Clause in Contracts

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iv) The Administrator shall perform the duties of the Administrator specified in the Indenture. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It The Administrator shall be make available to each Rating Agency notice of (i) the Administratoroccurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s duty Certificate prepared pursuant to Section 4.09 of the Sale and responsibilityServicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and not Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee’s duty , or responsibilitythe Servicer, as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the Rating Agencies, such notice shall be made available by the Administrator and, to cause the Issuer to respond toextent such notice or any other document or information is only made available through a website post, defendthe Administrator shall inform each Rating Agency in writing that a notice, participate in document or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessinformation has been posted.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) Section 5.04 and (eSection 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the CertificateholderCertificate Registrar on behalf of the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its United States federal and applicable state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Administrator will perform all duties required to be performed by the Administrator pursuant to the Indenture. (b) In addition to the duties of the Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the Basic Transaction Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Basic Documents as Collateral (including those under the Transaction Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.Transaction Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the Basic Documents to duties and obligations of the contrary, Owner Trustee under the Transaction Documents. (c) The Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Administrator shall will perform the duties of the Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) Upon final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall keep all books and records, perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to keep, perform, prepare, file or deliver pursuant to any of the Basic Documents, Documents and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Owner Trust Estate (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreementa Noteholder. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for (A) performance of the duties of the Owner Trustee and the Issuer set forth in Sections 5.04(a2.7, 2.10, 2.11, 2.12, 2.13(d), (b)5.16, (c)6.7, (d) 6.10, and (e) 10.1 of the Trust Agreement Indenture with respect to, among other things, accounting and reports to the CertificateholderCertificateholder and the maintenance of certain accounts and (B) the preparation, execution and filing of all documents required by tax and securities laws relating to the Issuer. (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Indenture Trustee which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 Sections 9.2 and 9.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, the duties of the Administrator specified in Section 9.5 of the Trust Agreement required to be performed in connection with the appointment and payment of co-Trustees, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuer or the Owner Trustee to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility. In furtherance thereof, and not the Owner Trustee’s duty or responsibilityTrustee shall, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of itself and of the Issuer, its assets execute and deliver to the Administrator, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents or under Section 5.03 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c5.01(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(aSection 5.03(a), (b), (c), (d) and (ed), the penultimate sentence of Section 5.03 and Section 5.04(a) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable the Owner to prepare its federal and state income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) Section 5.04 and (eSection 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the CertificateholderOwner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its federal and state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) Section 5.04 and (eSection 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the CertificateholderCertificate Registrar on behalf of the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its federal and state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculationscalculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, execute and file or deliver pursuant to the Transaction Documents or under Section 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer or the Owner Trustee or shall cause Trustee, all notices required to be delivered to the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver Rating Agencies pursuant to the Basic DocumentsTransaction Documents and the Trust Agreement, and (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (bSection 5.03(a), (c), (d) ), and (e) ), and the penultimate sentence of Section 5.03 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iv) The Administrator shall perform the duties of the Administrator specified in the Indenture. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (vi) The Administrator xxxxxx agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It The Administrator shall be make available to each Rating Agency notice of (i) the Administratoroccurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s duty Certificate prepared pursuant to Section 4.09 of the Sale and responsibilityServicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and not Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee’s duty , or responsibilitythe Servicer, as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the Rating Agencies, such notice shall be made available by the Administrator and, to cause the Issuer to respond toextent such notice or any other document or information is only made available through a website post, defendthe Administrator shall inform each Rating Agency in writing that a notice, participate in document or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessinformation has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculationscalculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, execute and file or deliver pursuant to the Transaction Documents or under Section 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer or the Owner Trustee or shall cause Trustee, all notices required to be delivered to the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver Rating Agencies pursuant to the Basic DocumentsTransaction Documents and the Trust Agreement, and (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (bSection 5.03(a), (c), (d) ), and (e), the penultimate sentence of Section 5.03 and Section 5.04(a) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, all duties and obligations of the Issuing Entity under the Related Agreements and shall prepare, execute perform such calculations and file or deliver on behalf of shall prepare for execution by the Issuer or the Owner Trustee or Issuing Entity and shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee Issuing Entity shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 5.05 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and responsibilitydeliver to the Administrator and its agents, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way each successor Administrator appointed pursuant to the Issuerterms hereof, its assets one or more powers of attorney substantially in the conduct form of its businessExhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 7 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be Persons that are not Affiliates of the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculationscalculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, execute and file or deliver pursuant to the Transaction Documents or under Section 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer or the Owner Trustee or shall cause Trustee, all notices required to be delivered to the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver Rating Agencies pursuant to the Basic DocumentsTransaction Documents and the Trust Agreement, and (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(aSection 5.03(a), (b), (c), (d) and (ed), the penultimate sentence of Section 5.03 and Section 5.04(a) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the sole Certificateholder is not the Administrator or any of its Affiliates, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents or under Section 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of EXHIBIT A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c5.01(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(aSection 5.05(a), (b), (c), (d) and (ed), the penultimate sentence of Section 5.05 and Section 5.06(a) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner; PROVIDED, HOWEVER, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable the Owner to prepare its federal and state income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "ACCOUNTANTS") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculationscalculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, execute and file or deliver pursuant to the Transaction Documents or under Section 5.03 of the Trust Agreement; (B) shall deliver on behalf of the Issuer or the Owner Trustee or shall cause Trustee, all notices required to be delivered to the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver Rating Agencies pursuant to the Basic Documents, Transaction Documents and the Trust Agreement; and (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (bSection 5.03(a), (c), (d) ), and (e) ), and the penultimate sentence of Section 5.03 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.and

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, all duties and shall prepare, execute and file or deliver on behalf obligations of the Issuer or under the Owner Trustee or Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 4.5 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause of the Issuer to respond toprepare, defendfile or deliver pursuant to the Related Agreements. In furtherance thereof, participate in or otherwise act in connection with any regulatorythe Owner Trustee shall, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, execute and deliver to the Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 7 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be Persons that are not Affiliates of the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections Section 5.04(a), (b), (c), (d) and (ed), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the CertificateholderOwner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents or Section 5.03, Section 6.01 or Section 6.02 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c) 5.04 of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee and the Trust set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.07 of the Trust Agreement with respect to, among other things, accounting and reports to the Equity Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms in its possession as requested by the Owner or the Administrator and which are necessary to enable the Trust to prepare its federal and state income tax returns in its possession as requested by the Owner or the Administrator. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall not direct the Delaware Trustee or the Owner Trustee to take or to refrain from taking any action if such action or inaction: (A) would be contrary to any obligation of the Trust, the Delaware Trustee or the Owner Trustee under this Agreement or any of the other Transaction Documents, (B) to the actual knowledge of a Responsible Officer of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal or state income tax purposes or (C) would be contrary to the purpose of the Trust. (vii) Upon acceptance of appointment by a successor Delaware Trustee or a successor Owner Trustee pursuant to the Trust Agreement, the Administrator shall mail notice thereof to the Equity Certificateholder, the Indenture Trustee, the Noteholders and each Rating Agency. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer, the Depositor, or the Owner Trustee set forth in Sections 5.04(a5.5(a), (b), (c), ) and (d) and (e) the penultimate sentence of Section 5.5 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders. (iv) The Administrator shall provide prior to April 15, 2007 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculationsperform, or cause to be performed, its duties and shall prepare, execute obligations and file or deliver the duties and obligations of the Owner Trustee on behalf of the Issuer under the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the Owner Trustee or shall cause form of Exhibit A hereto, appointing the preparation by other appropriate persons Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documentsopinions. Subject to Section 5 4 of this Agreement, and in accordance with the reasonable written directions of the Issuer and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax filings required to be withheld by the Owner Trustee pursuant to such provisionIssuer under the Securities Exchange Act of 1934, as amended. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viiii) The In carrying out any of its obligations under this Agreement, the Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty may act either directly or through agents, attorneys, accountants, independent contractors and responsibility, auditors and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection enter into agreements with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculationsperform, or cause to be performed, its duties and shall prepare, execute obligations and file or deliver the duties and obligations of the Owner Trustee on behalf of the Issuer under the Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the Owner Trustee or shall cause form of Exhibit A hereto, appointing the preparation by other appropriate persons Administrator as the attorney-in-fact of the Issuer, for the purpose of executing on behalf of the Issuer all such documents, reports, notices, filings, instruments, certificates and opinions as it shall are required to be the duty of executed by the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documentssuch agreements. Subject to Section 5 4 of this Agreement, and in accordance with the reasonable written directions of the Issuer, the Depositor and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, agrees to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder obligations and deliver such notices as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator are specified in Section 10.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viiii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall provide notices cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies as required under and shall provide the Basic DocumentsRating Agencies with a copy of the audit report. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (viv) The Administrator hereby agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vi) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s Certificate prepared pursuant to Section 4.09 of the Sale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) It shall be any Servicer Default pursuant to Section 8.01 of the AdministratorSale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) notice of the Servicer’s duty optional purchase of the Owner Trust Estate and responsibilitya copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and not (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee’s duty , or responsibilitythe Servicer, as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the Rating Agencies, such notice shall be made available by the Administrator and, to cause the Issuer to respond toextent such notice or any other document or information is only made available through a website post, defendthe Administrator shall inform each Rating Agency in writing that a notice, participate in document or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessinformation has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request of the Owner Trustee Trustee, shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2012, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices give notice to each Rating Agency of (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Rating Agencies as required under Trust Agreement pursuant to Section 11.1 of the Basic Documents. Trust Agreement; in the case of each of (viiA) It shall be through (H), promptly upon the Administrator’s duty and responsibility, and not Administrator being notified thereof by the Owner Trustee’s duty or responsibility, to cause the Issuer to respond toIndenture Trustee, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets Servicer or the conduct of its businessNoteholders, as applicable.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Owner Trustee Trust Agreement and (B) shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(a5.5(i), (bii), (ciii), (div) and (e5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2017, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices give notice to each Rating Agency of: (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Rating Agencies as required under Trust Agreement pursuant to Section 11.1 of the Basic Documents. Trust Agreement; in the case of each of (viiA) It shall be through (H), promptly upon the Administrator’s duty and responsibility, and not Administrator being notified thereof by the Owner Trustee’s duty or responsibility, to cause the Issuer to respond toIndenture Trustee, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets Servicer or the conduct of its businessNoteholders, as applicable.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer, the Depositor, or the Owner Trustee set forth in Sections 5.04(a5.5(a), (b), (c), ) and (d) and (e) the penultimate sentence of Section 5.5 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders. (iv) The Administrator shall provide prior to April 15, 2006 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iv) The Administrator shall perform the duties of the Administrator specified in the Indenture. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (vi) The Administrator hxxxxx agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It The Administrator shall be make available to each Rating Agency notice of (i) the Administratoroccurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s duty Certificate prepared pursuant to Section 4.09 of the Sale and responsibilityServicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and not Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee’s duty , or responsibilitythe Servicer, as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the Rating Agencies, such notice shall be made available by the Administrator and, to cause the Issuer to respond toextent such notice or any other document or information is only made available through a website post, defendthe Administrator shall inform each Rating Agency in writing that a notice, participate in document or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessinformation has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.Trust's

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request of the Owner Trustee Trustee, shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2013, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices give notice to each Rating Agency of (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Rating Agencies as required under Trust Agreement pursuant to Section 11.1 of the Basic Documents. Trust Agreement; in the case of each of (viiA) It shall be through (H), promptly upon the Administrator’s duty and responsibility, and not Administrator being notified thereof by the Owner Trustee’s duty or responsibility, to cause the Issuer to respond toIndenture Trustee, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets Servicer or the conduct of its businessNoteholders, as applicable.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculationsperform, or cause to be performed, its duties and shall prepare, execute obligations and file or deliver the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Administrator and to each successor administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the Owner Trustee or shall cause form of Exhibit A hereto, appointing the preparation by other appropriate persons Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documentsopinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Issuer and the Delaware Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer or the Delaware Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, agrees to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder obligations and deliver such notices as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator are specified in Section 10.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed delivered by the Administrator under the Trust AgreementRelated Agreements. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viiv) The In carrying out any of its obligations under this Agreement, the Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty may act either directly or through agents, attorneys, accountants, independent contractors and responsibility, auditors and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection enter into agreements with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the but subject to Sections 1(c)(ii) and 5 of this Agreement, Administrator shall perform all duties and obligations of Issuer under the Related Agreements, and shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons persons, of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements and shall administer the Trust in the interest of the Holders of the Transferor Interest, and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.07 of the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that Administrator shall, and Administrator hereby agrees to, (A) prepare, file and deliver on behalf of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty of Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filings, reports, notices, applications and responsibilityregistrations with the Commission, and not (B) seek any consents or authorizations from the Owner Trustee’s duty Commission and any state authority on behalf of Issuer, in each case as may be necessary or responsibility, advisable to cause the Issuer to respond to, defend, participate in or otherwise act in connection comply with any regulatory, administrative, governmental, investigative federal or other proceeding state securities or inquiry relating in any way reporting requirements laws and to the extent not provided by Servicer in accordance with Section 3.11 of the Transfer and Servicing Agreement. In furtherance thereof, Owner Trustee shall, on behalf of Issuer, execute and deliver to Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A hereto, appointing Administrator the attorney-in-fact of Issuer for the purpose of executing on behalf of Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request of the Owner Trustee Trustee, shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2015, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices give notice to each Rating Agency of (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Rating Agencies as required under Trust Agreement pursuant to Section 11.1 of the Basic Documents. Trust Agreement; in the case of each of (viiA) It shall be through (H), promptly upon the Administrator’s duty and responsibility, and not Administrator being notified thereof by the Owner Trustee’s duty or responsibility, to cause the Issuer to respond toIndenture Trustee, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets Servicer or the conduct of its businessNoteholders, as applicable.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request of the Owner Trustee Trustee, shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2014, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices give notice to each Rating Agency of (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Rating Agencies as required under Trust Agreement pursuant to Section 11.1 of the Basic Documents. Trust Agreement; in the case of each of (viiA) It shall be through (H), promptly upon the Administrator’s duty and responsibility, and not Administrator being notified thereof by the Owner Trustee’s duty or responsibility, to cause the Issuer to respond toIndenture Trustee, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets Servicer or the conduct of its businessNoteholders, as applicable.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (viv) The Administrator hereby agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") which shall perform the obligations of the Administrator thereunder; provided, however, that the Certificateholder is not the Administrator or any of its Affiliates. In connection with paragraph (ii) above, the Accountants will provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code; provided, however, that the Certificateholder is not the Administrator or any of its Affiliates. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents and Sections 5.03, 6.01 and 6.02 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreementhereof, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c) 5.04 of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of its duties and the duties of the Trust set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.07 of the Trust Agreement with respect to, among other things, accounting and reports to the Equity Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms in its possession as requested by the Owner or the Administrator and which are necessary to enable the Trust to prepare its federal and state income tax returns in its possession as requested by the Owner or the Administrator. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction: (A) would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Transaction Documents, (B) to the actual knowledge of a Responsible Officer of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal or state income tax purposes or (C) would be contrary to the purpose of the Trust. (vii) Upon acceptance of appointment by a successor Owner Trustee pursuant to the Trust Agreement, the Administrator shall mail notice thereof to the Equity Certificateholder, the Indenture Trustee, the Noteholders and each Rating Agency. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viv) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuer to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") which shall perform the obligations of the Administrator thereunder; provided, however, that the Certificateholder is not the Administrator or any of its Affiliates. In connection with paragraph (ii) above, the Accountants will provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code; provided, however, that the Certificateholder is not the Administrator or any of its Affiliates. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Swap Agreement into which the Trust enters pursuant to Section 5.02(d) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Swap Agreement. Pursuant to Section 5.02(d) of the Trust Agreement, if the Certificateholders notify the Administrator with respect to the Trust's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement on behalf of the Trust. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, all duties and shall prepare, execute and file or deliver on behalf obligations of the Issuer or under the Owner Trustee or Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 5.05 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause of the Issuer to respond toprepare, defendfile or deliver pursuant to the Related Agreements. In furtherance thereof, participate in or otherwise act in connection with any regulatorythe Owner Trustee shall, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, execute and deliver to the Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit E, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (viv) The Administrator hereby agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vi) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s Certificate prepared pursuant to Section 4.09 of the Sale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) It shall be any Servicer Default pursuant to Section 8.01 of the AdministratorSale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s duty optional purchase of the Owner Trust Estate and responsibilitya copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and not (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee’s duty , or responsibilitythe Servicer, as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the Rating Agencies, such notice shall be made available by the Administrator and, to cause the Issuer to respond toextent such notice or any other document or information is only made available through a website post, defendthe Administrator shall inform each Rating Agency in writing that a notice, participate in document or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessinformation has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.: (ii1) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii2) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Sections 5.04(aSection 5.5(a), (b), (c), (d) and (e) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders. (iv3) The Administrator will provide prior to __________ ___, 200[ ], a certificate of an Authorized Officer in form and substance satisfactory promptly notify the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (4) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (v5) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreement or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections Section 5.04(a), (b), (c), (d) and (ed), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the CertificateholderOwner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its federal and state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. 3 (Nissan 2016-B Administration Agreement) (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (ivv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, all duties and shall prepare, execute and file or deliver on behalf obligations of the Issuer or under the Owner Trustee or Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 5.5 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause of the Issuer to respond toprepare, defendfile or deliver pursuant to the Related Agreements. In furtherance thereof, participate in or otherwise act in connection with any regulatorythe Owner Trustee shall, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, execute and deliver to the Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit C, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) Section 5.04 and (eSection 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the CertificateholderCertificate Registrar on behalf of the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its United States federal and applicable state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. 3 (NAROT 2019-C Administration Agreement) (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (ivv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request of the Owner Trustee Trustee, shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2011, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2012-A Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2012-A Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2012-A Collateral (including those under the 2012-A Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2012-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.A Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2012-A Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2012-A Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) Upon final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee as to how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2012-A Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2013-A Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2013-A Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2013-A Collateral (including those under the 2013-A Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2013-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.A Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2013-A Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2013-A Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) Upon final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee as to how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2013-A Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. 3 (Nissan 2016-C Administration Agreement) (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (ivv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or and shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Transaction Documents. Subject to Section 5 4.5 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viiv) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibilityOwner Trustee shall, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, execute and deliver to the Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such reports, filings, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) The Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2008, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents and Sections 5.03, 6.01 and 6.02 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreementhereof, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c) 5.04 of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of its duties and the duties of the Trust set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.07 of the Trust Agreement with respect to, among other things, accounting and reports to the Equity Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms in its possession as requested by the Owner or the Administrator and which are necessary to enable the Trust to prepare its federal and state income tax returns in its possession as requested by the Owner or the Administrator. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction: (A) would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Transaction Documents, (B) to the actual knowledge of a Responsible Officer of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal or state income tax purposes or (C) would be contrary to the purpose of the Trust. (vii) Upon acceptance of appointment by a successor Owner Trustee pursuant to the Trust Agreement, the Administrator shall mail notice thereof to the Equity Certificateholder, the Indenture Trustee, the Noteholders, the Class A-3 Swap Counterparty and each Rating Agency. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents or Section 5.05 or 6.02 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c) 5.04 of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.07 of the Trust Agreement with respect to, among other things, accounting and reports to the Equity Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms in its possession as requested by the Owner or the Administrator and which are necessary to enable the Trust to prepare its federal and state income tax returns in its possession as requested by the Owner or the Administrator. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. 3 (Nissan 2016-A Administration Agreement) (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (ivv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreement (including the delivery of information required or requested of the Issuer by the Federal Reserve Bank of New York (“FRBNY”) in connection with the Notes being “eligible collateral” under FRBNY’s Term Asset-Backed Securities Loan Facility (“TALF”)) or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections Section 5.04(a), (b), (c), (d) and (ed), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the CertificateholderOwner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vif) The In connection with TALF, the Administrator shall provide notices be authorized to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty execute and responsibility, and not the Owner Trustee’s duty or responsibility, to cause deliver on behalf of the Issuer any documents, certificates, agreements and instruments contemplated by, related to respond to, defend, participate in or otherwise act necessary or incidental to qualifying the Notes as “eligible collateral” under TALF or otherwise complying with the Issuer’s obligations under or in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businessTALF.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic Transaction Documents or under Section 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer, the Underlying Trust, the Underlying Trustee or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents, the Underlying Trust Agreement and the Trust Agreement, (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents, and (D) at the request of the Underlying Trustee shall take all appropriate action that the Underlying Trust or the Underlying Trustee are required to take pursuant to the Transaction Documents. In furtherance thereof, the Owner Trustee and the Underlying Trustee shall, on behalf of the Issuer and the Underlying Trust, respectively, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer and the Underlying Trust for the purpose of executing on behalf of the Owner Trustee and the Issuer, and the Underlying Trustee and the Underlying Trust, all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeUnderlying Trust, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Trust Corpus (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Underlying Trust and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (bSection 5.03(a), (c), (d) ), and (e) ), and the penultimate sentence of Section 5.03 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall act on behalf of the Issuer, in its capacity as Settlor, under Section 4.3, 6.2 and 6.3 of the Underlying Trust Agreement. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents or Section 5.03, Section 6.01 or Section 6.02 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c) 5.04 of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.Trust

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall will perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of, and execute on behalf of the Issuer, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be is the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 6 of this Administration Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including those set forth in the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of shall include, and the Administrator shall include Owner Trustee hereby requests that the execution Administrator, prepare and delivery of deliver to the Issuer or Owner Trustee for execution, as applicable, any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall will perform the duties of the Administrator specified in Section 10.02 9.02 of the Trust Agreement required to be performed by the Issuer in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (viii) The Administrator shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Swap Agreement into which the Issuer enters pursuant to Section 2.03(b) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Swap Agreement. Pursuant to Section 2.03(b) of the Trust Agreement, if the Transferor notifies the Administrator with respect to the Issuer's election to enter into such a Swap Agreement, the Administrator will instruct the Servicer to recommend to the Issuer a currency swap arrangement pursuant to Section 5.08(b) of the Transfer and Servicing Agreement, and the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement. (iv) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall will be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligationsRelated Agreements. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderOwner. (iviii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (viv) The Administrator hereby agrees to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuing Entity to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (viivi) It shall be Notwithstanding anything in this Agreement or the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way Related Agreements to the Issuercontrary, its assets the Administrator shall, on behalf of the Issuing Entity, execute and deliver any agreements, undertakings, certifications, notices or authorizations required or that it deems advisable for purposes of the conduct Term Asset-Backed Securities Loan Facility created and authorized by the rules of its businessthe United States Department of the Treasury and the Federal Reserve, as such may be amended from time to time or replaced by a similar program from time to time.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(aSection 5.5(i), (bii), (c), (diii) and (eiv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) The Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 20[__], a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2012-B Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2012-B Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2012-B Collateral (including those under the 2012-B Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2012-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.B Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2012-B Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2012-B Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) Upon final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee as to how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2012-B Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2013-B Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2013-B Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2013-B Collateral (including those under the 2013-B Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2013-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.B Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2013-B Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2013-B Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) Upon final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee as to how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2013-B Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2014-A Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2014-A Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2014-A Collateral (including those under the 2014-A Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2014-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.A Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2014-A Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2014-A Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) Upon final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee as to how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2014-A Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (b), (c), (d) Section 5.04 and (eSection 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the CertificateholderOwner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its federal and state income tax returns. (ivc) The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (d) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (ve) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Basic DocumentsRelated Agreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Owner Trustee Trust Agreement and (B) shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Basic DocumentsRelated Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the Certificateholder beneficial interests in the Issuer as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.04(a5.5(i), (bii), (ciii), (div) and (e5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholderbeneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2016, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices give notice to each Rating Agency of: (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Rating Agencies as required under Trust Agreement pursuant to Section 11.1 of the Basic Documents. Trust Agreement; in the case of each of (viiA) It shall be through (H), promptly upon the Administrator’s duty and responsibility, and not Administrator being notified thereof by the Owner Trustee’s duty or responsibility, to cause the Issuer to respond toIndenture Trustee, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets Servicer or the conduct of its businessNoteholders, as applicable.

Additional Duties. (ia) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall (i) perform such calculations, all duties and shall prepare, execute and file obligations applicable to or deliver on behalf required of the Issuer or as set forth in Appendix A to the Owner Trustee Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The Such responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, providing to the extent permitted by applicable law, Depositor and the Owner Indenture Trustee hereby requests that the Administrator perform such obligationsmonthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. The Registrar shall: (ia) In addition register all transfers of Definitive Ninth Issuer Notes in accordance with the terms of those Definitive Ninth Issuer Notes, the Ninth Issuer Trust Deed and the Conditions; (b) receive any document relating to or affecting the title to any of the Definitive Ninth Issuer Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (c) maintain proper records of the details of all documents received; (d) prepare all such lists of the holders of the Definitive Ninth Issuer Notes as may be required by the Ninth Issuer, any Paying Agent, the Ninth Issuer Security Trustee or any person authorised by any of them; (e) comply with the proper and reasonable requests of the Ninth Issuer with respect to the duties maintenance of the Administrator set forth Register and give to the Paying Agents such information as may be reasonably required by it for the proper performance of its duties; (f) forthwith, and in Section 1(aany event within three Business Days of the relevant request (or within such longer period as may be required to comply with any applicable fiscal or other regulations), upon receipt by it of, or receipt by it of notification from the Administrator shall perform such calculationsTransfer Agent of delivery to it of, and shall prepare, execute and file or deliver on behalf Definitive Ninth Issuer Notes duly endorsed for transfer in the name of the registered holders or subsequent to the endorsement of a reduction in nominal amount of a Global Ninth Issuer or Note for exchange into Definitive Ninth Issuer Notes, authenticate and issue duly dated and completed Definitive Ninth Issuer Notes and deliver the Owner Trustee or shall cause Definitive Ninth Issuer Notes in the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty name of the registered holders at its Specified Office or (at the risk of the relevant registered holders) send the Definitive Ninth Issuer or Notes to such address as the Owner Trustee registered holders may request; and (g) carry out such other acts as may reasonably be necessary to prepare, file or deliver pursuant give effect to the Basic DocumentsConditions, the Ninth Issuer Trust Deed, this Agreement and at the request of Regulations. In carrying out its functions the Owner Trustee Registrar shall take all appropriate action act in accordance with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 terms of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeNinth Issuer Trust Deed, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, Regulations and the Owner Trustee hereby requests that the Administrator perform such obligationsConditions. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. 3 (NAROT 2023-B Administration Agreement) In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculationsperform, or cause to be performed, its duties and obligations and the duties and obligations of the Trust, and shall prepare, execute and file or deliver the Trustee on behalf of the Issuer Trust, under the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Trust shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the Owner Trustee or shall cause form of Exhibit A hereto, appointing the preparation by other appropriate persons Administrator as the attorney-in-fact of the Trust, for the purpose of executing on behalf of the Trust all such documents, reports, notices, filings, instruments, certificates and opinions as it shall are required to be executed by the duty of the Issuer or the Owner Trustee to prepare, file or deliver Trust pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documentssuch agreements. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions instructions of the Owner Trust, the Owners, or the Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Trust Loans as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Trust, the Trustee, or the Owners and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, agrees to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder obligations and deliver such notices as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator are specified in Section 10.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed delivered by the Administrator under the Trust Agreement. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viiii) The In carrying out any of its obligations under this Agreement, the Administrator shall provide notices to the Rating Agencies as required under the Basic Documentsmay act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (viiiv) It shall be In carrying out its duties under this Agreement with respect to delinquent or defaulted Trust Loans, the Administrator’s duty Administrator may retain and responsibilityemploy agents to service, manage, enforce, collect or dispose of such Trust Loans and not to commence any actions or proceedings the Owner Trustee’s duty agents deem necessary, appropriate or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act desirable in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businesstherewith.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, but subject to Sections 1.02(c)(ii) and 1.06, the Administrator shall perform such calculations, all duties and shall prepare, execute and file or deliver on behalf obligations of the Issuer or under the Owner Trustee or Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, Related Agreements and shall administer the Trust in the interest of the holders of the Notes and the Transferor Certificates and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 Sections 1.02(c)(ii) and 1.06 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause of the Issuer to respond toprepare, defendfile or deliver pursuant to the Related Agreements. In furtherance thereof, participate in or otherwise act in connection with any regulatorythe Owner Trustee shall, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, execute and deliver to the Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall will perform such calculations, and shall prepare, or cause the preparation by other appropriate persons of, and execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be is the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at Related Agreements. At the request of the Owner Trustee shall Trustee, the Administrator will also take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including those set forth in the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall will perform the duties of the Administrator specified in Section 10.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall will be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculationscalculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, execute and file or deliver pursuant to the Transaction Documents or under Section 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer or the Owner Trustee or shall cause Trustee, all notices required to be delivered to the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver Rating Agencies pursuant to the Basic DocumentsTransaction Documents and the Trust Agreement, and (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(aSection 5.03(a), (b), (c), (d) ), and (e), the penultimate sentence of Section 5.03 and Section 5.04(a) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents and Sections 5.01, 6.01 and 6.02 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreementhereof, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s Trust's payments (or allocations of income) to the Certificateholder Owner as contemplated in Section 5.02(c) 5.02 of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of its duties and the duties of the Trust set forth in Sections 5.04(a), (b), (c), (d) and (e) Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the Equity Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms in its possession as requested by the Owner or the Administrator and which are necessary to enable the Trust to prepare its federal and state income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction: (A) would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Transaction Documents, (B) to the actual knowledge of a Responsible Officer of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal or state income tax purposes or (C) would be contrary to the purpose of the Trust. (vii) Upon acceptance of appointment by a successor Owner Trustee or a successor Delaware Trustee, as applicable, pursuant to the Trust Agreement, the Administrator shall mail notice thereof to the Equity Certificateholder, the Indenture Trustee, the Noteholders and each Rating Agency. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2015-B Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2015-B Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such those other activities in connection with the 2015-B Collateral (including those under the 2015-B Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2015-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.B Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2015-B Closing Date and from time to time after the 2015-B Closing Date, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2015-B Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest any information that may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) On final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee regarding how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2015-B Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eb) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee [or the Delaware Trustee, as applicable,] and in Section 6.08 of the Indenture in connection with the resignation or removal of the Indenture Trustee and any other duties expressly required to be performed by the Administrator under the Trust AgreementAgreement and the Indenture. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. 3 (NAROT 2017-C Administration Agreement) (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (ivv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a1(a)(i), the Administrator (A) shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic Transaction Documents or under Section 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer[, the Underlying Trust, the Underlying Trustee] or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents[, the Underlying Trust Agreement] and the Trust Agreement, [and] (C) at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Basic Transaction Documents[ and (D) at the request of the Underlying Trustee shall take all appropriate action that the Underlying Trust or the Underlying Trustee are required to take pursuant to the Transaction Documents]. In furtherance thereof, the Owner Trustee [and the Underlying Trustee] shall, on behalf of the Issuer[ and the Underlying Trust, respectively], execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer[ and the Underlying Trust] for the purpose of executing on behalf of the Owner Trustee and the Issuer[, and the Underlying Trustee and the Underlying Trust,] all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the reasonable written directions of the Owner Trustee[Issuer][Underlying Trust], the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents [Collateral][Trust Corpus] (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee [Issuer][Underlying Trust] and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the IssuerTrust’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.04(a), (bSection 5.03(a), (c), (d) ), and (e) ), and the penultimate sentence of Section 5.03 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The Administrator shall provide notices be responsible for the preparation and filing of any tax returns and related forms with respect to the Rating Agencies as required under Underlying Trust and for the Basic Documentsdistribution of any such returns and related forms or other tax-related information to the Holder of the Underlying Trust Certificate pursuant to Section 2.8 of the Underlying Trust Agreement. (viiviii) It The Administrator shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, in its assets or capacity as Settlor, under Section 4.3, 6.2 and 6.3 of the conduct of its businessUnderlying Trust Agreement.]

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall keep all books and records, perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to keep, perform, prepare, file or deliver pursuant to any of the Basic Documents, Documents and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Owner Trust Estate (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreementa Noteholder. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for (A) performance of the duties of the Owner Trustee and the Issuer set forth in Sections 5.04(a2.7, 2.10, 2.11, 2.12, 2.13(d), (b)5.16, (c)6.7, (d) 6.10, and (e) 10.1 of the Trust Agreement Indenture with respect to, among other things, accounting and reports to the CertificateholderCertificateholder and the maintenance of certain accounts and (B) the preparation, execution and filing of all documents required by tax and securities laws relating to the Issuer. (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Indenture Trustee which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 Sections 9.2 and 9.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, the duties of the Administrator specified in Section 9.5 of the Trust Agreement required to be performed in connection with the appointment and payment of co- Trustees, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuer or the Owner Trustee to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility. In furtherance thereof, and not the Owner Trustee’s duty or responsibilityTrustee shall, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of itself and of the Issuer, its assets execute and deliver to the Administrator, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. 3 (NAROT 2018-C Administration Agreement) (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (ivv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. The Registrar shall: (ia) In addition register all transfers of Definitive Eighth Issuer Notes in accordance with the terms of those Definitive Eighth Issuer Notes, the Eighth Issuer Trust Deed and the Conditions; (b) receive any document relating to or affecting the title to any of the Definitive Eighth Issuer Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (c) maintain proper records of the details of all documents received; (d) prepare all such lists of the holders of the Definitive Eighth Issuer Notes as may be required by the Eighth Issuer, any Paying Agent, the Note Trustee or any person authorised by any of them; (e) comply with the proper and reasonable requests of the Eighth Issuer with respect to the duties maintenance of the Administrator set forth Register and give to the Paying Agents such information as may be reasonably required by it for the proper performance of its duties; (f) forthwith, and in Section 1(aany event within three Business Days of the relevant request (or within such longer period as may be required to comply with any applicable fiscal or other regulations), upon receipt by it of, or receipt by it of notification from the Administrator shall perform such calculationsTransfer Agent of delivery to it of, and shall prepare, execute and file or deliver on behalf Definitive Eighth Issuer Notes duly endorsed for transfer in the name of the registered holders or subsequent to the endorsement of a reduction in nominal amount of a Global Eighth Issuer or Note for exchange into Definitive Eighth Issuer Notes, authenticate and issue duly dated and completed Definitive Eighth Issuer Notes and deliver the Owner Trustee or shall cause Definitive Eighth Issuer Notes in the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty name of the registered holders at its Specified Office or (at the risk of the relevant registered holders) send the Definitive Eighth Issuer or Notes to such address as the Owner Trustee registered holders may request; and (g) carry out such other acts as may reasonably be necessary to prepare, file or deliver pursuant give effect to the Basic DocumentsConditions, the Eighth Issuer Trust Deed, this Agreement and at the request of Regulations. In carrying out its functions the Owner Trustee Registrar shall take all appropriate action act in accordance with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 terms of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeEighth Issuer Trust Deed, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, Regulations and the Owner Trustee hereby requests that the Administrator perform such obligationsConditions. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses 3 (Nissan 2017-B Administration Agreement) (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculationsperform, or cause to be performed, its duties and shall prepare, execute obligations and file or deliver the duties and obligations of the Owner Trustee on behalf of the Issuer under the Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the Owner Trustee or shall cause form of Exhibit A hereto, appointing the preparation by other appropriate persons Administrator as the attorney-in-fact of the Issuer, for the purpose of executing on behalf of the Issuer all such documents, reports, notices, filings, instruments, certificates and opinions as it shall are required to be the duty of executed by the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documentssuch agreements. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Issuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee Trustee, in writing, and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, agrees to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder obligations and deliver such notices as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator are specified in Section 10.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (vii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s reasonable opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (viiii) The In carrying out any of its obligations under this Agreement, the Administrator shall provide notices to the Rating Agencies as required under the Basic Documentsmay act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (viiiv) It shall be In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator’s duty Administrator may retain and responsibility, employ agents to collect on such Student Loans and not to commence any actions or proceedings the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act agents deem necessary in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its businesssuch collection efforts on such Student Loans.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, notices, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 7 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuing Entity and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be Persons that are not Affiliates of the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses 3 (Nissan 2017-A Administration Agreement) (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof. (vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (ia) The Indenture Administrator will perform all duties required to be performed by the Indenture Administrator pursuant to the Indenture. (b) In addition to the duties of the Indenture Administrator set forth in Section 1(a)Sections 3.1 and 3.2, the Indenture Administrator shall will perform such calculations, calculations and shall will prepare, execute file and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the 2014-B Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee is required to take pursuant to the 2014-B Basic Documents. Subject to Section 5 6.1 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such those other activities in connection with the 2014-B Collateral (including those under the 2014-B Basic Documents as Documents) that are not covered by any of the foregoing provisions and as that are expressly requested by the Owner Trustee and are reasonably within the capability of the Indenture Administrator. The responsibilities of , including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Administrator shall include Issuer under the execution and delivery laws of any filings, certificates, affidavits or other instruments required State in connection with the Issuer’s duties and obligations under the Xxxxxxxx2014-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations.B Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2014-B Closing Date and from time to time after the 2014-B Closing Date, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in this Agreement or connection with the duties and obligations of the Owner Trustee under the 2014-B Basic Documents to the contrary, the Documents. (c) The Indenture Administrator shall will be responsible for promptly performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Indenture Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest any information that may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns. (d) The Indenture Administrator will be responsible for notifying the Owner Trustee in the event that if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder holder of the Residual Interest as contemplated in by Section 5.02(c4.1(c) of the Trust Agreement. Any such notice shall specify , the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (eSection 4.1(c) of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to the Certificateholderrequirements under the Code. The Indenture Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required. (ive) The Indenture Administrator shall will perform the duties of the Indenture Administrator specified in Section 10.02 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (vf) In carrying out The Indenture Administrator will either prepare, execute and deliver, or will direct the foregoing duties Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Xxxxxxxx-Xxxxx Act of 2002. (g) On final distribution of any funds to the holder of its other obligations under this Agreementthe Residual Interest, the Indenture Administrator may enter into transactions with or otherwise deal with any will direct the Owner Trustee to cause the Certificate of its Affiliates; provided, however, that the terms of any such transactions or dealings shall Trust to be cancelled in accordance with any directions received from Section 8.1(c) of the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesTrust Agreement. (vih) The Indenture Administrator shall provide notices will instruct the Indenture Trustee regarding how to apply the Rating Agencies as required under proceeds of any liquidation or sale of the Basic Documents2014-B Collateral in accordance with Section 4.2(b) of the Exchange Note Supplement. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Sections Section 5.04(a), (b), (c), (d), (e) and (ef) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its AffiliatesCertificateholders; provided, however, that the terms Owner Trustee shall remain exclusively responsible for the mailing of any such transactions or dealings shall be in accordance with any directions received from the Issuer Schedule K-1s necessary to enable each Certificateholder to prepare its federal and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated partiesstate income tax returns. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall keep all books and records, perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to keep, perform, prepare, file or deliver pursuant to any of the Basic Documents, Documents and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Owner Trust Estate (including the Basic Documents Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner In- denture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreementa Noteholder. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for (A) performance of the duties of the Owner Trustee and the Issuer set forth in Sections 5.04(a2.7, 2.10, 2.11, 2.12, 2.13(d), (b)5.16, (c)6.7, (d) 6.10, and (e) 10.1 of the Trust Agreement Indenture with respect to, among other things, accounting and reports to the CertificateholderCertificateholder and the maintenance of certain accounts and (B) the preparation, execution and filing of all documents required by tax and securities laws relating to the Issuer. (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Indenture Trustee which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 Sections 9.2 and 9.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, the duties of the Administrator specified in Section 9.5 of the Trust Agreement required to be performed in connection with the appointment and payment of co-Trustees, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vivii) The It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall provide notices be the duty of the Issuer or the Owner Trustee to the Rating Agencies as required under prepare, file or deliver pursuant to the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility. In furtherance thereof, and not the Owner Trustee’s duty or responsibilityTrustee shall, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of itself and of the Issuer, its assets execute and deliver to the Administrator, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, all duties and shall prepare, execute and file or deliver on behalf obligations of the Issuer or under the Owner Trustee or Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee Issuer shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Receivables (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (viiiv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause of the Issuer to respond toprepare, defendfile or deliver pursuant to the Related Documents. In furtherance thereof, participate in or otherwise act in connection with any regulatorythe Owner Trustee shall, administrative, governmental, investigative or other proceeding or inquiry relating in any way to on behalf of the Issuer, execute and deliver to the Administrator and its assets agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the conduct form of its businessExhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth in Section 1(a)above, the Administrator shall perform such calculations, calculations and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 5 6 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to the a Certificateholder as contemplated in Section 5.02(c5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer, the Depositor, or the Owner Trustee set forth in Sections 5.04(a5.5(a), (b), (c), ) and (d) and (e) the penultimate sentence of Section 5.5 of the Trust Agreement with respect to, among other things, accounting and reports to the CertificateholderCertificateholders. (iv) The Administrator will provide prior to August 31, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.