Common use of Additional Duties Clause in Contracts

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailingdistribution, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailingdistribution, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms Schedule K-1s provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2025, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee 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, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04 of the Trust Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and at of the request Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust Administrator the attorney-in-fact of the Owner Trustee shall take all appropriate action that it is and the duty Issuer for the purpose of the Issuing Entity or executing on behalf of the Owner Trustee to take pursuant to and the Basic DocumentsIssuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 7 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions provisions. Such responsibilities shall include providing (i) to the Depositor and as are expressly requested the Indenture Trustee, the monthly Servicer’s Certificate in an appropriate electronic form and (ii) to the Depositor, any Pennsylvania and Maryland renewal notices or forms received by the Owner Trustee Trust Administrator, and are reasonably within shall include the capability actual filing of any reports pursuant to the AdministratorExchange Act. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 Sections 5.04 and 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee Depositor shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided Schedules K-1 (as prepared by the Administrator to the Owner Trustee in appropriate form Trust Administrator) necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its U.S. federal and state income tax returns. (iviii) The Owner Trust Administrator may shall satisfy any its obligations it may have with respect to clauses Section 5.04 of the Trust Agreement under clause (ii) and (iii) above by retaining, at the expense of the Issuing Entity Issuer payable by the Owner Trust Administrator, a firm of independent public accountants acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Owner Trust Administrator thereunder. (viv) The Owner Trust Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Trust Agreement Issuer 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 Owner Trust Administrator under the Trust Agreement, including the duties under including, without limitation, those specified in Section 3.4(c) 10.02 of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Owner Trust 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 Issuing Entity Issuer and shall be, in the Owner Trust Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (ia) The Administrator will perform all duties required to be performed by the Administrator under the Indenture. (b) In addition to the duties of the Administrator set forth abovein Sections 3.1 and 3.2, the Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to under the Basic Transaction Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to under the Basic Transaction Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such all other activities in connection with for the Collateral (including those under the Basic Transaction Documents) as 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., including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State for the Issuer’s duties and obligations under the Transaction Documents; and (ii) Notwithstanding anything in this Agreement notifying the Owner Trustee, on or before the other Basic Documents Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the contrary, Owner Trustee under the laws of any State for the duties and obligations of the Owner Trustee under the Transaction Documents. (c) The Administrator shall will be responsible for promptly performing the duties of the Owner Trustee 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 all information as may be required to enable the Depositor and any holder to prepare its U.S. federal and State income tax returns. (d) The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in by Section 5.2(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. (iiiunder Section 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ive) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Administrator specified stated in Section 6.10 Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with for 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. (f) The Administrator will either prepare, including execute and deliver, or will direct the duties under 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 the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2024, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2023, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2021, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2018, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2022, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, distribution to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2020, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall pay costs associated with the appointment of a successor AART Indenture Trustee under the AART Indenture and the appointment of a successor AART Owner Trustee under the Trust Agreement, in each case from amounts in the AART Trust Estate, perform all the duties of the Issuing Entity under the other Basic AART Transaction Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the AART Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the AART Owner Trustee to prepare, file or deliver pursuant to the Basic AART Transaction Documents, and at the request of the AART Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the AART Owner Trustee to take pursuant to the Basic AART Transaction Documents. Subject to Section 7 9.15 of this Agreement, and in accordance with the 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 AART Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the AART Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic AART Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the AART Owner Trustee if any withholding tax is imposed on the Issuing EntityTrust’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the AART Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic other AART Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the AART Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that if the AART Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the AART Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, distribution to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state State income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to the AART Owner Trustee which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the AART Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic AART Transaction Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “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 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Trust 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee 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, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04 of the Trust Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of itself and at of the request Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust Administrator the attorney-in-fact of the Owner Trustee shall take all appropriate action that it is and the duty Issuer for the purpose of the Issuing Entity or executing on behalf of the Owner Trustee to take pursuant to and the Basic DocumentsIssuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 7 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions provisions. Such responsibilities shall include providing (i) to the Depositor and as are expressly requested the Indenture Trustee, the monthly Servicer’s Certificate in an appropriate electronic form and (ii) to the Depositor, any Pennsylvania and Maryland renewal notices or forms received by the Owner Trustee Trust Administrator, and are reasonably within shall include the capability actual filing of any reports pursuant to the AdministratorExchange Act. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 Sections 5.04 and 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee Depositor shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided Schedule K-1s (as prepared by the Administrator to the Owner Trustee in appropriate form Trust Administrator) necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iviii) The Owner Trust Administrator may shall satisfy any its obligations it may have with respect to clauses Section 5.04 of the Trust Agreement under clause (ii) and (iii) above by retaining, at the expense of the Issuing Entity Issuer payable by the Owner Trust Administrator, a firm of independent public accountants acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Owner Trust Administrator thereunder. (viv) The Owner Trust Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Trust Agreement Issuer 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 Owner Trust Administrator under the Trust Agreement, including the duties under including, without limitation, those specified in Section 3.4(c) 10.02 of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Owner Trust 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 Issuing Entity Issuer and shall be, in the Owner Trust Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.04 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity 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 Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 7 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee (i) the monthly servicing report in an appropriate electronic form and (ii) Pennsylvania and Maryland renewal notices or forms received by the Owner Trust Administrator and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 Sections 5.04 and 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided Schedule K-1s (as prepared by the Administrator to the Owner Trustee in appropriate form Trust Administrator) necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iviii) The Owner Trust Administrator may shall satisfy any its obligations it may have with respect to clauses Section 5.04 of the Trust Agreement under clause (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Owner Trust Administrator, a firm of independent public accountants acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Owner Trust Administrator thereunder. (viv) The Owner Trust Administrator shall perform the duties of the Owner Trust Administrator including, without limitation, those specified in Section 6.10 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, and any other duties expressly required to be performed by the Owner Trust Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (viv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Owner Trust 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 Issuing Entity Issuer and shall be, in the Owner Trust Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2019, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity Issuer under the other Basic Documents, including including, without limitation, making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Trust's payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, distribution to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity and the Grantor Trust under the other Basic Transaction Documents, including making all calculations and shall prepare for execution by the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Owner Trustee or the Grantor Trust Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee or the duty of the Grantor Trust or the Grantor Trust Trustee, as applicable, to take pursuant to the Basic Transaction Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee or the Grantor Trust Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Grantor Trust Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee Paying Agent if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Paying Agent pursuant to such provision.. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Grantor Trust Paying Agent if any withholding tax is imposed on the Grantor Trust’s payments to the Grantor Trust Certificateholder as contemplated in Section 5.3 of the Grantor Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Grantor Trust Paying Agent pursuant to such provision (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for the performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, if the Grantor Trust Trustee is notified by the Administrator that the Grantor Trust is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Grantor Trust Trustee set forth in Section 5.1 of the Grantor Trust Agreement with respect to, among other things, accounting and reports to the Grantor Trust Certificateholder; provided, however, that the Grantor Trust Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Grantor Trust Certificateholder of the forms provided by the Administrator to the Grantor Trust Trustee in appropriate form necessary to enable the Grantor Trust Certificateholder to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator with respect to the Grantor Trust and at the expense of the Issuing Entity payable by with respect to the AdministratorIssuing Entity, a firm of independent public accountants acceptable to the Grantor Trust Trustee and 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 6.10 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. The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Grantor Trust Agreement required to be performed in connection with the resignation or removal of the Grantor Trust Trustee, and any other duties expressly required to be performed by the Administrator under the Grantor Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity or the Grantor Trust and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity or the Grantor Trust, as applicable, than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable and documented fees and expenses of external counsel and expenses of litigationlitigation (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful enforcement of their indemnification rights hereunder). If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of any party. (viii) The Administrator shall appoint an Independent Accountant, which shall be a firm of independent certified public accountants of recognized national reputation, to prepare any and all applicable tax returns of the Issuing Entity and the Grantor Trust. The Administrator may revoke such power and remove the Independent Accountant at any time in the Administrator’s sole discretion. For the avoidance of doubt, neither the Owner Trustee nor the Grantor Trust Trustee shall have any duty, obligation or responsibility in appointing the Independent Accountant, and shall have no liability for the selection of any such Independent Accountant by the Administrator.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee Paying Agent if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Paying Agent pursuant to such provision. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Grantor Trust Paying Agent if any withholding tax is imposed on the Grantor Trust’s payments to the Grantor Trust Certificateholder as contemplated in Section 5.3 of the Grantor Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Grantor Trust Paying Agent pursuant to such provision. (iiiii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for the performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, if the Grantor Trust Trustee is notified by the Administrator that the Grantor Trust is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Grantor Trust Trustee set forth in Section 5.1 of the Grantor Trust Agreement with respect to, among other things, accounting and reports to the Grantor Trust Certificateholder; provided, however, that the Grantor Trust Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Grantor Trust Certificateholder of the forms provided by the Administrator to the Grantor Trust Trustee in appropriate form necessary to enable the Grantor Trust Certificateholder to prepare its federal and state income tax returns. (iviii) The Administrator may satisfy any obligations it may have with respect to clauses clause (ii) above and this clause (iii) above by retaining, at the expense of the Administrator with respect to the Grantor Trust and at the expense of the Issuing Entity payable by with respect to the AdministratorIssuing Entity, a firm of independent public accountants acceptable to the Grantor Trust Trustee and the Owner Trustee which shall perform the obligations of the Administrator thereunder. (viv) The Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Administrator (and not the Owner Trustee or the Grantor Trust Trustee) shall perform be responsible for compliance by the duties Issuing Entity and the Grantor Trust with the Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (collectively, the “CTA”) including, but not limited to, preparing and filing reports with the U.S. Financial Crimes Enforcement Network on behalf of the Administrator specified in Section 6.10 of Issuing Entity and/or Grantor Trust and otherwise causing the Issuing Entity and/or Grantor Trust Agreement required to be performed in connection comply with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator their obligations under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole CertificateholderCTA. (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 Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity or the Grantor Trust and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity or the Grantor Trust, as applicable, than would be available from Persons that are not Affiliates of the Administrator. (viivi) The Administrator shall indemnifyappoint an Independent Accountant, defend which shall be a firm of independent certified public accountants of recognized national reputation, to prepare any and hold harmless all applicable tax returns of the Indenture Trustee Issuing Entity and the Grantor Trust. The Administrator may revoke such power and remove the Independent Accountant at any time in the Administrator’s sole discretion. For the avoidance of doubt, neither the Owner Trustee from nor the Grantor Trust Trustee shall have any duty, obligation or responsibility in appointing the Independent Accountant, and against shall have no liability for the selection of any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or Independent Accountant by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity Issuer under the other Basic Documents, including including, without limitation, making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Trust's payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, distribution to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.5(a)(i), (ii), (iii) or (v) of the Trust Agreement or Section 7.04(b) or (c) of the Sale and Servicing Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity 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 7 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture Collateral (including the Basic DocumentsRelated 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. Such responsibilities shall include the obtainment and maintenance of any licenses required to be obtained or maintained by the Issuer under the Delaware business trust statute (Chapter 38 of Title 12 of The Delaware Code, 12 Del. Code ss. 3801 et seq. (the "Delaware Business Trust Statute"). In addition, the Administrator shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any amendment to the Delaware Business Trust Statute that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Related Agreement and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.2(f) 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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.5(a)(i), (ii), (iii), (iv) and (v) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsOwners. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Issuer payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 10.2 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 the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution or cause to be prepared by other appropriate persons, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee are required to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee (A) 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 Issuer all such documents, reports, filings, instruments, certificates and opinions and (B) will either execute on its behalf, or execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney appointing the Administrator the attorney-in-fact of the Owner Trustee for the purpose of executing on behalf of the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions to the extent deemed necessary by the Administrator and at the request of the Administrator. Subject to Section 7 of this Agreement5, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form any Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 2004, a letter in form and substance satisfactory to the Owner Trustee if any tax withholding is then required and 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 6.10 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity and the Grantor Trust under the other Basic Transaction Documents, including making all calculations and shall prepare for execution by the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Owner Trustee or the Grantor Trust Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee or the duty of the Grantor Trust or the Grantor Trust Trustee, as applicable, to take pursuant to the Basic Transaction Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee or the Grantor Trust Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Grantor Trust Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for the performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, if the Grantor Trust Trustee is notified by the Administrator that the Grantor Trust is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Grantor Trust Trustee set forth in Section 5.1 of the Grantor Trust Agreement with respect to, among other things, accounting and reports to the Grantor Trust Certificateholder; provided, however, that the Grantor Trust Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Grantor Trust Certificateholder of the forms provided by the Administrator to the Grantor Trust Trustee in appropriate form necessary to enable the Grantor Trust Certificateholder to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator with respect to the Grantor Trust and at the expense of the Issuing Entity payable by with respect to the AdministratorIssuing Entity, a firm of independent public accountants acceptable to the Grantor Trust Trustee and 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 6.10 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. The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Grantor Trust Agreement required to be performed in connection with the resignation or removal of the Grantor Trust Trustee, and any other duties expressly required to be performed by the Administrator under the Grantor Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity or the Grantor Trust and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity or the Grantor Trust, as applicable, than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable and documented fees and expenses of external counsel and expenses of litigationlitigation (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful enforcement of their indemnification rights hereunder). If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of any party.

Additional Duties. (ia) In addition to the duties of the Administrator set forth abovein Sections 3.1 and 3.2, the Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Documents) as 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., including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State in connection with the Issuer's duties and obligations under the Basic 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 other duties and obligations of the Owner Trustee under the Basic Documents to the contrary, the Documents. (b) 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 in the Issuer 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. (c) The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Issuer's payments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ivd) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Administrator specified in Section 6.10 9.2 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. (e) The Administrator will either prepare, including execute and deliver, or will direct the duties under 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. (f) Upon final distribution of any funds to the holder of the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before February 15, 2017, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If the Certificateholder is not the Administrator may or any of its Affiliates, the Administrator shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if the 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 6.10 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 . (vi) The Administrator shall advise the Owner Trustee in all regards with respect to its duties under pursuant to any Currency Swap Agreement (as defined in the Sale and Servicing Agreement) into which the Issuer enters pursuant to Section 3.4(c5.02(d) of the Trust Agreement, required including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be performed by reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(d) of the Trust Agreement, if the Certificateholders notify the Administrator with respect to amendments the Issuer’s election to enter into such a Currency Swap Agreement, the Basic Documents in Administrator will prepare all necessary and appropriate documentation and take all of the event that necessary and appropriate actions to cause the Depositor is no longer Issuer to enter into such a Currency Swap Agreement on behalf of the sole CertificateholderIssuer. (vivii) 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. (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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee (as Paying Agent) or Certificate Paying Agent if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee (as Paying Agent) or Certificate Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c3.4(d) of the Trust Agreement, required to be performed by the Administrator with respect to any necessary amendments to the Basic Documents in the event that the Depositor is no longer not the sole CertificateholderCertificateholder following the Closing Date. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 2(a), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall (A) prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of, and (B) execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Issuer Basic Documents or are otherwise authorized to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee are required to take pursuant to the Issuer Basic 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 referenced in this Agreement. Subject to Section 7 of this Agreement6, and in accordance with the directions direction 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the The Administrator shall be responsible for promptly notifying the Owner Trustee if and the Certificate Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the The Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.04 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The To the extent that any tax withholding is required, the Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable shall deliver to the Owner Trustee which shall perform Trustee, on or before the obligations first Payment Date, an Officer’s Certificate 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 thereundershall update such Officer’s 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 6.10 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 it under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the opinion of the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The If requested by the Depositor for purposes of compliance with its reporting obligations under the Exchange Act, the Administrator shall indemnify, defend and hold harmless will provide to the Indenture Trustee Depositor and the Owner Trustee from and against any and all costsServicer on or before March 31 of each year beginning March 31, expenses2017, losses, claims, damages and liabilities the servicing criteria assessment required to be filed in respect of the extent that such cost, expense, loss, claim, damage or liability arose out ofIssuer under the Exchange Act under Item 1122 of Regulation AB if periodic reports under Section 15(d) of the Exchange Act, or was imposed upon the Indenture Trustee or the Owner Trustee throughany successor provision thereto, the negligence, willful misfeasance or bad faith are required to be filed in respect of the Administrator in the performance Issuer and shall cause a firm of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from othersindependent certified public accountants, the recipient shall promptly repay such amounts collected who may also render other services to the Administrator, without interestthe Servicer, the Seller or the Depositor, to deliver to the Depositor and the Servicer the attestation report that would be required to be filed in respect of the Issuer under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Issuer. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. The Administrator and the Depositor acknowledge and agree that the purpose of this Section is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise, and the Administrator agrees to comply with all reasonable requests made by the Depositor in good faith for delivery of information and shall deliver to the Depositor all information and certifications reasonably required by the Depositor to comply with its Exchange Act reporting obligations, including with respect to any of its predecessors or successors. The obligations of the Administrator to provide such information shall survive the removal or termination of the Administrator as Administrator hereunder.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee Paying Agent if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Paying Agent pursuant to such provision. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Grantor Trust Paying Agent if any withholding tax is imposed on the Grantor Trust’s payments to the Grantor Trust Certificateholder as contemplated in Section 5.3 of the Grantor Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Grantor Trust Paying Agent pursuant to such provision. (iiiii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for the performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, if the Grantor Trust Trustee is notified by the Administrator that the Grantor Trust is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Grantor Trust Trustee set forth in Section 5.1 of the Grantor Trust Agreement with respect to, among other things, accounting and reports to the Grantor Trust Certificateholder; provided, however, that the Grantor Trust Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Grantor Trust Certificateholder of the forms provided by the Administrator to the Grantor Trust Trustee in appropriate form necessary to enable the Grantor Trust Certificateholder to prepare its federal and state income tax returns. (iviii) The Administrator may satisfy any obligations it may have with respect to clauses clause (ii) above and this clause (iii) above by retaining, at the expense of the Administrator with respect to the Grantor Trust and at the expense of the Issuing Entity payable by with respect to the AdministratorIssuing Entity, a firm of independent public accountants acceptable to the Grantor Trust Trustee and 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (viiv) 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 Issuing Entity or the Grantor Trust and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity or the Grantor Trust, as applicable, than would be available from Persons that are not Affiliates of the Administrator. (viiv) The Administrator shall indemnifyappoint an Independent Accountant, defend which shall be a firm of independent certified public accountants of recognized national reputation, to prepare any and hold harmless all applicable tax returns of the Indenture Trustee Issuing Entity and the Grantor Trust. The Administrator may revoke such power and remove the Independent Accountant at any time in the Administrator’s sole discretion. For the avoidance of doubt, neither the Owner Trustee from nor the Grantor Trust Trustee shall have any duty, obligation or responsibility in appointing the Independent Accountant, and against shall have no liability for the selection of any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or Independent Accountant by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity and the Grantor Trust under the other Basic Transaction Documents, including making all calculations and shall prepare for execution by the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Owner Trustee or the Grantor Trust Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee or the duty of the Grantor Trust or the Grantor Trust Trustee, as applicable, to take pursuant to the Basic Transaction Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee or the Grantor Trust Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Grantor Trust Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee Paying Agent if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Paying Agent pursuant to such provision.. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Grantor Trust Paying Agent if any withholding tax is imposed on the Grantor Trust’s payments to a Grantor Trust Certificateholder as contemplated in Section 5.3 of the Grantor Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Grantor Trust Paying Agent pursuant to such provision (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for United States federal income tax purposes, the Administrator shall be responsible for the performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, if the Grantor Trust Trustee is notified by the Administrator that the Grantor Trust is deemed to be taxable as a partnership for United States federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Grantor Trust Trustee set forth in Section 5.1 of the Grantor Trust Agreement with respect to, among other things, accounting and reports to the Grantor Trust Certificateholder; provided, however, that the Grantor Trust Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Grantor Trust Certificateholder of the forms provided by the Administrator to the Grantor Trust Trustee in appropriate form necessary to enable the Grantor Trust Certificateholder to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator with respect to the Grantor Trust and at the expense of the Issuing Entity payable by with respect to the AdministratorIssuing Entity, a firm of independent public accountants acceptable to the Grantor Trust Trustee and 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 6.10 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. The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Grantor Trust Agreement required to be performed in connection with the resignation or removal of the Grantor Trust Trustee, and any other duties expressly required to be performed by the Administrator under the Grantor Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity or the Grantor Trust and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity or the Grantor Trust, as applicable, than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable and documented fees and expenses of external counsel and expenses of litigationlitigation (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful enforcement of their indemnification rights hereunder). If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of any party. (viii) The Administrator shall appoint an Independent Accountant, which is a firm of independent certified public accountants of recognized national reputation, to prepare any and all applicable tax returns of the Issuing Entity and the Grantor Trust. The Administrator may revoke such power and remove the Independent Accountant at any time in the Administrator’s sole discretion. For the avoidance of doubt, neither the Owner Trustee nor the Grantor Trust Trustee shall have any duty, obligation or responsibility in appointing the Independent Accountant, and shall have no liability for the selection of any such Independent Accountant by the Administrator.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.4 Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders beneficial owners of the forms provided by interests in the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsIssuer. (iv) The Administrator may satisfy To the extent that any obligations it may have with respect to clauses (iitax withholding is required as contemplated in Section 5.2(c) and (iii) above by retaining, at the expense of the Issuing Entity payable by Trust Agreement, the Administrator, a firm of independent public accountants acceptable Administrator shall deliver to the Owner Trustee which shall perform and the obligations Indenture Trustee, on or before [________], 20[__], a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 10.2 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 the Trust Agreement or any other Related Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend give notice to each Rating Agency [and hold harmless the Swap Counterparty] 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 and pursuant to Section 6.9 of the Owner Trustee from and against Indenture; (C) any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage resignation or liability arose out of, or was imposed upon 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 Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner Trustee throughhas not been resolved, the negligencealleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, willful misfeasance paid-off or bad faith otherwise satisfied, within 180 days of the Administrator in receipt of notice of the performance of its duties under this Agreement or Repurchase Request by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor, the Administrator has made any indemnity payments pursuant shall direct the Indenture Trustee to this notify such Requesting Party that the Repurchase Request remains unresolved in connection with Section 2(b)(vii2.4(c) of the Sale and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interestServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Basic DocumentsTransaction Documents or Section 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity 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 7 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic 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. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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 Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05(a), (b), (c) and (d), 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 CertificateholdersOwners; providedPROVIDED, howeverHOWEVER, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "ACCOUNTANTS") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 of this Agreement5, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form any Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 2002, 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 5 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing Entity’s Issuer's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreementan Owner. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 of this Agreement5, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05(a), (b), (c) and (d), 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 CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 1998, 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution or cause to be prepared by other appropriate persons, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 of this Agreement5, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form any Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 2003, a letter in form and substance satisfactory to the Owner Trustee if any tax withholding is then required and 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 6.10 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If the Certificateholder is not the Administrator may or any of its Affiliates, the Administrator shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, 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; 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 6.10 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 . (vi) The Administrator shall advise the Owner Trustee in all regards with respect to its duties under pursuant to any Currency Swap Agreement (as defined in the Sale and Servicing Agreement) into which the Issuer enters pursuant to Section 3.4(c5.02(d) of the Trust Agreement, required including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be performed by reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(d) of the Trust Agreement, if the Certificateholders notify the Administrator with respect to amendments the Issuer’s election to enter into such a Currency Swap Agreement, the Basic Documents in Administrator will prepare all necessary and appropriate documentation and take all of the event that necessary and appropriate actions to cause the Depositor is no longer Issuer to enter into such a Currency Swap Agreement on behalf of the sole CertificateholderIssuer. (vivii) 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. (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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments or Section 6.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. In furtherance of the performance by the Administrator of its duties hereunder, 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 to be 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 referenced in this Agreement. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee5, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the The Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents In connection with paragraph (ii) above, tax counsel to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, will provide prior to the Certificateholders first payment on the Certificates, an opinion of the forms provided by the Administrator counsel 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, to be updated in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding shall no longer be required. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 it under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (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 Issuing Entity Issuer or the Owner Trustee and shall be, in the Administrator’s opinion, be no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (viivi) The If requested by the Depositor for purposes of compliance with its reporting obligations under the Exchange Act, the Administrator shall indemnify, defend and hold harmless will provide to the Indenture Trustee Depositor and the Owner Trustee from and against any and all costsServicer on or before March 31 of each year beginning March 31, expenses2015, losses, claims, damages and liabilities the servicing criteria assessment required to be filed in respect of the extent that such cost, expense, loss, claim, damage or liability arose out ofIssuer under the Exchange Act under Item 1122 of Regulation AB if periodic reports under Section 15(d) of the Exchange Act, or was imposed upon the Indenture Trustee or the Owner Trustee throughany successor provision thereto, the negligence, willful misfeasance or bad faith are required to be filed in respect of the Administrator in the performance Issuer and shall cause a firm of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from othersindependent certified public accountants, the recipient shall promptly repay such amounts collected who may also render other services to the Administrator, without interest.the Servicer, the Seller or the Depositor, to deliver to the Depositor and the Servicer the attestation report that would be required to be filed in respect of the Issuer under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Issuer. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including CF Rules of Construction that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. The Administrator and the Depositor acknowledge and agree that the purpose of this Section is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the

Additional Duties. (ia) In addition to the duties of the Administrator set forth abovein Sections 3.1 and 3.2, the Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Documents) as 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., including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State in connection with the Issuer's duties and obligations under the Basic 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 other duties and obligations of the Owner Trustee under the Basic Documents to the contrary, the Documents. (b) 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 in the Issuer 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. (c) The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Issuer's payments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ivd) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Administrator specified in Section 6.10 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, Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (e) The Administrator will either prepare, including execute and deliver, or will direct the duties under 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 Sxxxxxxx-Xxxxx Act of 2002. (f) Upon final distribution of any funds to the holder of the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 5 of this Agreement, and in accordance with the 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 DocumentsRelated 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. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.04(a), (b), (c) and (d), 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 CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided Schedule K-1s (as prepared by the Administrator to the Owner Trustee in appropriate form Administrator) necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iviii) The Administrator may shall satisfy any its obligations it may have with respect to clauses clause (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. (viv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 2(a), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall (A) prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of, and (B) execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Issuer Basic Documents or are otherwise authorized to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee are required to take pursuant to the Issuer Basic 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 referenced in this Agreement. Subject to Section 7 of this Agreement6, and in accordance with the directions direction 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the The Administrator shall be responsible for promptly notifying the Owner Trustee if and the Certificate Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the The Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.04 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The To the extent that any tax withholding is required, the Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable shall deliver to the Owner Trustee which shall perform Trustee, on or before the obligations first Payment Date, an Officer’s Certificate 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 thereundershall update such Officer’s 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 6.10 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 it under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the opinion of the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The If requested by the Depositor for purposes of compliance with its reporting obligations under the Exchange Act, the Administrator shall indemnify, defend and hold harmless will provide to the Indenture Trustee Depositor and the Owner Trustee from and against any and all costsServicer on or before March 31 of each year beginning March 31, expenses2016, losses, claims, damages and liabilities the servicing criteria assessment required to be filed in respect of the extent that such cost, expense, loss, claim, damage or liability arose out ofIssuer under the Exchange Act under Item 1122 of Regulation AB if periodic reports under Section 15(d) of the Exchange Act, or was imposed upon the Indenture Trustee or the Owner Trustee throughany successor provision thereto, the negligence, willful misfeasance or bad faith are required to be filed in respect of the Administrator in the performance Issuer and shall cause a firm of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from othersindependent certified public accountants, the recipient shall promptly repay such amounts collected who may also render other services to the Administrator, without interestthe Servicer, the Seller or the Depositor, to deliver to the Depositor and the Servicer the attestation report that would be required to be filed in respect of the Issuer under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Issuer. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. The Administrator and the Depositor acknowledge and agree that the purpose of this Section is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise, and the Administrator agrees to comply with all reasonable requests made by the Depositor in good faith for delivery of information and shall deliver to the Depositor all information and certifications reasonably required by the Depositor to comply with its Exchange Act reporting obligations, including with respect to any of its predecessors or successors. The obligations of the Administrator to provide such information shall survive the removal or termination of the Administrator as Administrator hereunder.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall pay costs associated with the appointment of a successor AART Indenture Trustee under the AART Indenture and the appointment of a successor AART Owner Trustee under the Trust Agreement, in each case from amounts in the AART Trust Estate, perform all the duties of the Issuing Entity under the other Basic AART Transaction Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the AART Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the AART Owner Trustee to prepare, file or deliver pursuant to the Basic AART Transaction Documents, and at the request of the AART Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the AART Owner Trustee to take pursuant to the Basic AART Transaction Documents. Subject to Section 7 9.15 of this Agreement, and in accordance with the 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 AART Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the AART Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic AART Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the AART Owner Trustee if any withholding tax is imposed on the Issuing EntityTrust’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the AART Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic other AART Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the AART Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that if the AART Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided is notified by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.the

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 abovein Sections 3.1, 3.2 and 3.3, the Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Transaction Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Transaction Documents) as 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. (iic) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the 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 Depositors and the holders of the Depositor 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 if any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder the holders of the Depositor Interest as contemplated in by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ive) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Administrator specified in Section 6.10 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, Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (f) The Administrator will either prepare, including execute and deliver, or will direct the duties under Servicer or the Depositors, 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 holders of the Depositor Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

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 abovein Sections 3.1 and 3.2, the Indenture Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2011-B Collateral (including those under the Basic Documents) as 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., including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State in connection with the Issuer’s duties and obligations under the Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2011-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 other duties and obligations of the Owner Trustee under the 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 if any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Indenture Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ive) The Indenture Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Indenture Administrator specified in Section 6.10 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, Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (f) Upon final distribution of any funds to the holder of the Residual Interest, including the duties under Indenture Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement. (g) The Indenture Administrator will instruct the Indenture Trustee as to how to apply the proceeds of any liquidation or sale of the Collateral included in the 2011-B Reference Pool in accordance with Section 4.2(b) of the Exchange Note Supplement. (h) The Indenture Administrator will either prepare, execute and deliver, or will direct the Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be performed delivered by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole CertificateholderXxxxxxxx-Xxxxx Act of 2002. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailingdistribution, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailingdistribution, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.in

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “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. 5 (Nissan 2013-B Administration Agreement) (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Trust 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Issuer's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer, the Depositor, or the Owner Trustee set forth in Sections 5.5(a), (b), (c) and (d) and the penultimate sentence of Section 5.4 5.5 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect shall provide prior to clauses (ii) ________________ a certificate of an Authorized Officer in form and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable substance satisfactory to the Owner Trustee which shall perform as to whether any tax withholding is then required and, if required, the obligations procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 9.2 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (ia) In addition to the duties of the Administrator set forth abovein Sections 3.1 and 3.2, the Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Documents) as 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., including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State in connection with the Issuer's duties and obligations under the Basic 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 other duties and obligations of the Owner Trustee under the Basic Documents to the contrary, the Documents. (b) 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. (c) The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Issuer's payments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ivd) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Administrator specified in Section 6.10 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, Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (e) The Administrator will either prepare, including execute and deliver, or will direct the duties under 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 Sxxxxxxx-Xxxxx Act of 2002. (f) Upon final distribution of any funds to the holder of the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution or cause to be prepared by other appropriate persons, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee are required to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Owner Trustee (A) 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 Issuer all such documents, reports, filings, instruments, certificates and opinions and (B) will either execute on its behalf, or execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney appointing the Administrator the attorney-in-fact of the Owner Trustee for the purpose of executing on behalf of the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions to the extent deemed necessary by the Administrator and at the request of the Administrator. Subject to Section 7 of this Agreement5, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form any Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 2005, a letter in form and substance satisfactory to the Owner Trustee if any tax withholding is then required and 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 6.10 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator Administrative Agent set forth above, the Administrator Administrative Agent shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of of, all such documents, notices, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 3.08 and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrative Agent shall have no obligation to make any payment required to be made by the Issuing Entity under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrative Agent 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 7 1.06 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including 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 AdministratorAdministrative Agent. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.2(c5.02(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 other Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 Sections 5.03 and 9.01(c) of the Trust Agreement with respect to, among other things, to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04 of the Trust Agreement with respect to accounting and reports to the Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form documentation necessary to enable each Trust Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may Administrative Agent shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the AdministratorAdministrative Agent, a firm of independent public accountants Accountants acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator Administrative Agent thereunder. (v) The Administrator Administrative Agent shall perform the duties of the Administrator specified in Section 6.10 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 Administrative Agent under the Trust Agreement, including the . The Administrative Agent shall perform all duties under Section 3.4(c) and obligations applicable to or required of the Trust Agreement, required to be performed by the Administrator with respect to amendments Issuing Entity set forth in Schedule A to the Basic Documents 2022-A Servicing Supplement in accordance with the event that the Depositor is no longer the sole Certificateholderterms and conditions thereof. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator Administrative Agent 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 Issuing Entity and shall be, in the AdministratorAdministrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator Administrative Agent set forth above, the Administrator Administrative Agent shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of of, all such documents, notices, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 3.08 and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrative Agent shall have no obligation to make any payment required to be made by the Issuing Entity under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrative Agent 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 7 1.06 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including 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 AdministratorAdministrative Agent. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.2(c5.02(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 other Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 Sections 5.03 and 9.01(c) of the Trust Agreement with respect to, among other things, to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04 of the Trust Agreement with respect to accounting and reports to the Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form documentation necessary to enable each Trust Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may Administrative Agent shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the AdministratorAdministrative Agent, a firm of independent public accountants Accountants acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator Administrative Agent thereunder. (v) The Administrator Administrative Agent shall perform the duties of the Administrator specified in Section 6.10 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 Administrative Agent under the Trust Agreement, including the . The Administrative Agent shall perform all duties under Section 3.4(c) and obligations applicable to or required of the Trust Agreement, required to be performed by the Administrator with respect to amendments Issuing Entity set forth in Schedule A to the Basic Documents 2024-A Servicing Supplement in accordance with the event that the Depositor is no longer the sole Certificateholderterms and conditions thereof. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator Administrative Agent 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 Issuing Entity and shall be, in the AdministratorAdministrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 5 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if and the Certificate Paying Agent (as defined in the Trust Agreement) in the event that any withholding tax is imposed on the Issuing Entity’s Issuer's payments (or allocations of income) to the Beneficiary or any other holder of a Certificateholder Seller's Certificate as contemplated in Section 5.2(c4.01(b) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Certificate Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any all other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (viiii) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements provided, however, 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 under Sections 10.2, 10.3 and 10.4 of the Sale and Servicing Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 7 6 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Issuer, the Depositor, or the Owner Trustee set forth in Sections 5.5(a), (b), (c) and (d) and the penultimate sentence of Section 5.4 5.5 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect shall provide prior to clauses (ii) April 15, 2008 a certificate of an Authorized Officer in form and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable substance satisfactory to the Owner Trustee which shall perform as to whether any tax withholding is then required and, if required, the obligations procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator thereundershall 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 6.10 9.2 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “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. 5 (Nissan 2014-A Administrative Agreement) (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Trust 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. Until its removal pursuant to Section 8.5 (i) In addition to after which the successor Trustee shall perform the duties of the Administrator set forth aboveTrustee hereunder), the Administrator Trustee shall perform all the duties perform, on behalf of the Issuing Entity under Borrower and the other Basic DocumentsServicer, including making the following duties and obligations: (i) No later than 11:00 a.m. on each Business Day, the Trustee shall deliver to the Servicer either via e-mail or via the Trustee’s Internet website a daily “cash availability report” which will detail all calculations and shall prepare for execution by cash receipts with respect to the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions Loans received as it shall be the duty of the Issuing Entity close of business of the prior Business Day, identifying which portion thereof constitutes Interest Collections, which portion thereof constitutes Principal Collections and any other amounts received not classified as either Interest Collections or Principal Collections. No later than the Owner Trustee to prepareclose of business on the Business Day the Servicer receives such a daily cash availability report, file or deliver pursuant the Servicer shall review the same and identify any discrepancies between the cash receipts shown on the Trustee’s daily cash availability report and the cash receipts relating to the Basic Documents, and at Loans shown on the request of WSO System. Thereafter the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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 AdministratorServicer will cooperate to promptly resolve any discrepancies. (ii) Notwithstanding anything The Trustee shall provide a list of all Required Loan Documents held in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld custody by the Owner Trustee pursuant to such provisionthis Agreement to the Administrative Agent on at least a monthly basis, either via e-mail or via the Trustee’s Internet website. (iii) Notwithstanding anything in The Trustee shall maintain all necessary or appropriate records, operating procedures and systems with respect to its express duties under this Agreement or the Basic Documents and shall provide with reasonable promptness such additional reports and information (which information is reasonably available to the contrary, if the Owner Trustee is notified Trustee) as may be reasonably requested from time to time by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsServicer. (iv) The Administrator may satisfy any obligations it may have with respect Trustee shall make payments pursuant to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 the Servicing Report in accordance with any directions received from Section 2.10 and Section 2.11 (the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator“Payment Duties”). (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator Administrative Agent set forth above, the Administrator Administrative Agent shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of of, all such documents, notices, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 3.08 and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrative Agent shall have no obligation to make any payment required to be made by the Issuing Entity under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrative Agent 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 7 1.06 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including 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 AdministratorAdministrative Agent. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.2(c5.02(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 other Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 Sections 5.03 and 9.01(c) of the Trust Agreement with respect to, among other things, to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04 of the Trust Agreement with respect to accounting and reports to the Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form documentation necessary to enable each Trust Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may Administrative Agent shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the AdministratorAdministrative Agent, a firm of independent public accountants Accountants acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator Administrative Agent thereunder. (v) The Administrator Administrative Agent shall perform the duties of the Administrator specified in Section 6.10 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 Administrative Agent under the Trust Agreement, including the . The Administrative Agent shall perform all duties under Section 3.4(c) and obligations applicable to or required of the Trust Agreement, required to be performed by the Administrator with respect to amendments Issuing Entity set forth in Schedule A to the Basic Documents 2024-B Servicing Supplement in accordance with the event that the Depositor is no longer the sole Certificateholderterms and conditions thereof. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator Administrative Agent 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 Issuing Entity and shall be, in the AdministratorAdministrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c) and 5, the Administrator shall perform all the duties of cause the Issuing Entity under the other Basic Documents, including making all to perform such calculations and shall to prepare for execution by the Issuing Entity or the Owner Trustee Trustee, or shall to cause the preparation by other appropriate Persons of persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the 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 cause the Issuing Entity to take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 7 Sections 1(c) and 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of provide such other activities in connection services with respect to the Collateral (including the Basic Documents) Issuing Entity 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying notify the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s 's payments (or allocations of income) to a Certificateholder the "Owner" as contemplated in Section 5.2(c5.02(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 The Administrator may satisfy its obligations with respect to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in clause (ii) above and Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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. If the Administrator so elects, in connection with paragraph (ii) above, the Accountants will provide prior to October 25, 2007 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. (viv) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (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 Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (viivi) The Administrator shall indemnifycause the Issuing Entity to execute all documents, defend reports, filings, instruments, and hold harmless certificates as it shall be the Indenture Trustee and duty of the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee Issuing Entity or the Owner Trustee throughto prepare, file or deliver pursuant to the Basic Documents. In furtherance thereof, the negligenceOwner Trustee shall, willful misfeasance or bad faith on behalf of itself and of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations Issuing Entity, execute and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected deliver to the Administrator, without interestand 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 Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such documents, reports, filings, instruments, and certificates.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution or cause to be prepared by other appropriate persons, and shall execute on behalf of the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity 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 7 of this Agreement5, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form any Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 200 , a letter in form and substance satisfactory to the Owner Trustee if any tax withholding is then required and 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 6.10 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity and the Grantor Trust under the other Basic Transaction Documents, including making all calculations and shall prepare for execution by the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Entity, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Owner Trustee or the Grantor Trust Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee or the duty of the Grantor Trust or the Grantor Trust Trustee, as applicable, to take pursuant to the Basic Transaction Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee or the Grantor Trust Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Grantor Trust Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee Paying Agent if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee Paying Agent pursuant to such provision.. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying the Grantor Trust Paying Agent if any withholding tax is imposed on the Grantor Trust’s payments to the Grantor Trust Certificateholder as contemplated in Section 5.3 of the Grantor Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Grantor Trust Paying Agent pursuant to such provision (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for the performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, if the Grantor Trust Trustee is notified by the Administrator that the Grantor Trust is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Grantor Trust Trustee set forth in Section 5.1 of the Grantor Trust Agreement with respect to, among other things, accounting and reports to the Grantor Trust Certificateholder; provided, however, that the Grantor Trust Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Grantor Trust Certificateholder of the forms provided by the Administrator to the Grantor Trust Trustee in appropriate form necessary to enable the Grantor Trust Certificateholder to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator with respect to the Grantor Trust and at the expense of the Issuing Entity payable by with respect to the AdministratorIssuing Entity, a firm of independent public accountants acceptable to the Grantor Trust Trustee and 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 6.10 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. The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Grantor Trust Agreement required to be performed in connection with the resignation or removal of the Grantor Trust Trustee, and any other duties expressly required to be performed by the Administrator under the Grantor Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity or the Grantor Trust and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity or the Grantor Trust, as applicable, than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuing Entity, the Grantor Trust, the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable and documented fees and expenses of external counsel and expenses of litigationlitigation (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful enforcement of their indemnification rights hereunder). If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of any party. (viii) The Administrator shall appoint an Independent Accountant, which shall be a firm of independent certified public accountants of recognized national reputation, to prepare any and all applicable tax returns of the Issuing Entity and the Grantor Trust. The Administrator may revoke such power and replace the Independent Accountant at any time in the Administrator’s sole discretion. For the avoidance of doubt, neither the Owner Trustee nor the Grantor Trust Trustee shall have any duty, obligation or responsibility in appointing the Independent Accountant, and shall have no liability for the selection of any such Independent Accountant by the Administrator.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c) and 5, the Administrator shall perform all the duties of cause the Issuing Entity under the other Basic Documents, including making all to perform such calculations and shall to prepare for execution by the Issuing Entity or the Owner Trustee Trustee, or shall to cause the preparation by other appropriate Persons of persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the 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 cause the Issuing Entity to take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 7 Sections 1(c) and 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of provide such other activities in connection services with respect to the Collateral (including the Basic Documents) Issuing Entity 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying notify the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s 's payments (or allocations of income) to a Certificateholder the "Owner" as contemplated in Section 5.2(c5.02(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 The Administrator may satisfy its obligations with respect to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in clause (ii) above and Section 5.4 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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. If the Administrator so elects, in connection with paragraph (ii) above, the Accountants will provide prior to July 25, 2006 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. (viv) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (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 Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (viivi) The Administrator shall indemnifycause the Issuing Entity to execute all documents, defend reports, filings, instruments, and hold harmless certificates as it shall be the Indenture Trustee and duty of the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee Issuing Entity or the Owner Trustee throughto prepare, file or deliver pursuant to the Basic Documents. In furtherance thereof, the negligenceOwner Trustee shall, willful misfeasance or bad faith on behalf of itself and of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations Issuing Entity, execute and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected deliver to the Administrator, without interestand 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 Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such documents, reports, filings, instruments, and certificates.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If the Certificateholder is not the Administrator may or any of its Affiliates, the Administrator shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, 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; 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 6.10 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 . (vi) The Administrator shall advise the Owner Trustee in all regards with respect to its duties under pursuant to any Currency Swap Agreement (as defined in the Sale and Servicing Agreement) into which the Issuer enters pursuant to Section 3.4(c5.02(d) of the Trust Agreement, required including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be performed by reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(d) of the Trust Agreement, if the Certificateholders notify the Administrator with respect to amendments the Issuer’s election to enter into such a Currency 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 Currency Swap Agreement on behalf of the Issuer. (vii) 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. (viii) Notwithstanding anything in this Agreement or the Basic Documents in to the event contrary, the Administrator shall, on behalf of the Issuer, execute and deliver any agreements, undertakings, certifications, notices or authorizations required or that it deems advisable for purposes of the Depositor is no longer Term Asset-Backed Securities Loan Facility created and authorized by the sole Certificateholderrules of the United States Department of the Treasury and the Federal Reserve. (viix) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity Issuer under the other Basic Documents, including including, without limitation, making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Issuer's payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for federal income tax purposes, the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, distribution to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Issuer 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth abovein Section 2(a), the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall (A) prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of, and (B) execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates, notices certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Issuer Basic Documents or are otherwise authorized to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee are required to take pursuant to the Issuer Basic 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 referenced in this Agreement. Subject to Section 7 of this Agreement6, and in accordance with the directions direction 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the The Administrator shall be responsible for promptly notifying the Owner Trustee if and the Certificate Paying Agent in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the The Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.04 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The To the extent that any tax withholding is required, the Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable shall deliver to the Owner Trustee which shall perform Trustee, on or before the obligations first Payment Date, an Officer’s Certificate 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 thereundershall update such Officer’s 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 6.10 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 it under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the opinion of the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The If requested by the Depositor for purposes of compliance with its reporting obligations under the Exchange Act, the Administrator shall indemnify, defend and hold harmless will provide to the Indenture Trustee Depositor and the Owner Trustee from and against any and all costsServicer on or before March 31 of each year beginning March 31, expenses2019 , losses, claims, damages and liabilities the servicing criteria assessment required to be filed in respect of the extent that such cost, expense, loss, claim, damage or liability arose out ofIssuer under the Exchange Act under Item 1122 of Regulation AB if periodic reports under Section 15(d) of the Exchange Act, or was imposed upon the Indenture Trustee or the Owner Trustee throughany successor provision thereto, the negligence, willful misfeasance or bad faith are required to be filed in respect of the Administrator in the performance Issuer and shall cause a firm of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from othersindependent certified public accountants, the recipient shall promptly repay such amounts collected who may also render other services to the Administrator, without interestthe Servicer, the Seller or the Depositor, to deliver to the Depositor and the Servicer the attestation report that would be required to be filed in respect of the Issuer under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Issuer. Such attestation shall be in accordance with Rules 1‑02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. The Administrator and the Depositor acknowledge and agree that the purpose of this Section is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise, and the Administrator agrees to comply with all reasonable requests made by the Depositor in good faith for delivery of information and shall deliver to the Depositor all information and certifications reasonably required by the Depositor to comply with its Exchange Act reporting obligations, including with respect to any of its predecessors or successors. The obligations of the Administrator to provide such information shall survive the removal or termination of the Administrator as Administrator hereunder.

Additional Duties. (ia) In addition to the duties of the Indenture Administrator set forth abovein Sections 3.1 and 3.2, the Indenture Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Indenture Administrator shall will administer, perform or supervise the performance of such other activities in connection with the 2011-A Collateral (including those under the Basic Documents) as 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., including: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State in connection with the Issuer’s duties and obligations under the Basic Documents; and (ii) Notwithstanding anything notifying the Owner Trustee, on or before the 2011-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 other duties and obligations of the Owner Trustee under the Basic Documents to the contrary, the Documents. (b) 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. (c) The Indenture Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Indenture Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ivd) The Indenture Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Indenture Administrator specified in Section 6.10 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, Trustee and any other duties expressly required to be performed by the Indenture Administrator under pursuant to the Trust Agreement. (e) Upon final distribution of any funds to the holder of the Residual Interest, including the duties under Indenture Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement. (f) The Indenture Administrator will instruct the Indenture Trustee as to how to apply the proceeds of any liquidation or sale of the Collateral included in the 2011-A Reference Pool in accordance with Section 4.2(b) of the Exchange Note Supplement. (g) The Indenture Administrator will either prepare, execute and deliver, or will direct the Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be performed delivered by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole CertificateholderXxxxxxxx-Xxxxx Act of 2002. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. On or before the initial Funding Date, and until its removal pursuant to Section 8.5 (i) In addition to after which the successor Trustee shall perform the duties of the Administrator set forth aboveTrustee hereunder), the Administrator Trustee shall perform all the duties perform, on behalf of the Issuing Entity under Seller and the other Basic DocumentsServicer, including making the following duties and obligations: (i) No later than 11 a.m. on each Business Day, the Trustee shall deliver to the Servicer either via e-mail or via the Trustee’s Internet website a daily “cash availability report” which will detail all calculations and shall prepare for execution by cash receipts with respect to the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions Assets received as it shall be the duty of the Issuing Entity close of business of the prior Business Day, identifying which portion thereof constitutes Interest Collections, which portion thereof constitutes Principal Collections and any other amounts received not classified as either Interest Collections or Principal Collections. No later than the Owner Trustee to prepareclose of business on the Business Day the Servicer receives such a daily cash availability report, file or deliver pursuant the Servicer shall review the same and identify any discrepancies between the cash receipts shown on the Trustee’s daily cash availability report and the cash receipts relating to the Basic Documents, and at Assets shown on the request of WSO System. Thereafter the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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 AdministratorServicer will cooperate to promptly resolve any discrepancies. (ii) Notwithstanding anything The Trustee shall provide a list of all Required Loan Documents held in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld custody by the Owner Trustee pursuant to such provisionthis Agreement to the Administrative Agent on at least a monthly basis, either via e-mail or via the Trustee’s Internet website. (iii) Notwithstanding anything in The Trustee shall maintain all necessary or appropriate records, operating procedures and systems with respect to its express duties under this Agreement or the Basic Documents and shall provide with reasonable promptness such additional reports and information (which information is reasonably available to the contrary, if the Owner Trustee is notified Trustee) as may be reasonably requested from time to time by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsServicer. (iv) The Administrator may satisfy any obligations it may have with respect Trustee shall make payments pursuant to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 the Servicing Report in accordance with any directions received from Section 2.10 and Section 2.11 (the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator“Payment Duties”). (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (ia) In addition to the duties of the Administrator set forth abovein Sections 3.1 and 3.2, the Administrator shall will perform all the duties calculations and will prepare, file and deliver on behalf of the Issuing Entity under Issuer or the other Basic DocumentsOwner Trustee, including making all calculations and shall prepare for execution by such documents that the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 7 6.1 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Documents) as 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., includ-ing: (i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State in connection with the Issuer's duties and obligations under the Basic 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 main-tained by the Owner Trustee under the laws of any State in this Agreement or connection with the other duties and obligations of the Owner Trustee under the Basic Documents to the contrary, the Documents. (b) 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 in the Issuer 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. (c) The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments Issuer's pay-ments (or allocations of income) to a Certificateholder the holder of the Residual Interest as contemplated in contem-plated by Section 5.2(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. (iiiSection 4.1(c) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement and the procedures to be followed to comply with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for requirements under the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Code. The Administrator to will notify the Owner Trustee in appropriate form necessary to enable each Certificateholder (instance that any additional tax withholding is subsequently required or beneficial owner of a Certificate) to prepare its federal and state income any previously required tax returnswithholding is no longer required. (ivd) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will perform the duties of the Administrator Adminis-trator specified in Section 6.10 9.2 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 AgreementAgree-ment. (e) The Administrator will either prepare, including execute and deliver, or will direct the duties under 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 Sxxxxxxx-Xxxxx Act of 2002. (f) Upon final distribution of any funds to the holder of the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 3.4(c8.1(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “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. 5 (Nissan 2015-A Administration Agreement) (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Trust 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsDocuments or Section 6.2 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuing Entity, 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 to be the attorney-in-fact of the Owner Trustee and the Issuing Entity for the purpose of executing on behalf of the Owner Trustee and the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions referenced above. Subject to Section 7 5 of this Agreement, and in accordance with the 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) as are not covered by any of the Administration Agreement foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the The Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.2(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the The Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 6.1(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsAgreement. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, subject to reimbursement by the Issuing Entity, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee which shall Trustee, to perform the obligations of the Administrator thereunderunder such clauses. (v) In connection with paragraph (ii) above, tax counsel to the Administrator will provide prior to the first payment on the Certificates, an opinion of counsel 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, to be updated in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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 it under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vivii) 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 Issuing Entity or the Owner Trustee and shall be, in the Administrator’s opinion, be no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “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. 5 (Nissan 2014-B Administration Agreement) (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Trust 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If the Certificateholder is not the Administrator may or any of its Affiliates, the Administrator shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “Accountants”) which shall perform the obligations of the Administrator thereunder. 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 6.10 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 . (vi) The Administrator shall advise the Owner Trustee in all regards with respect to its duties under pursuant to any Swap Agreement into which the Trust enters pursuant to Section 3.4(c5.02(d) of the Trust Agreement, required including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be performed by 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 amendments the Trust’s election to enter into such a Swap Agreement, the Basic Documents in Administrator will prepare all necessary and appropriate documentation and take all of the event that necessary and appropriate actions to cause the Depositor is no longer Issuer to enter into such a Swap Agreement on behalf of the sole CertificateholderTrust. (vivii) 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. (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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements or Section 5.05(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity 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 7 5 of this Agreement, and in accordance with the 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 DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05(a), (b), (c) and (d), 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 CertificateholdersOwners; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders distribution of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 1996, 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall will perform all the duties of the Issuing Entity under the other Basic Documents, including making all such calculations and shall will prepare for execution by the Issuing Entity or the Owner Trustee or shall will cause the preparation by other appropriate Persons persons of, and will execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall will be the duty of the Issuing Entity 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 will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic DocumentsRelated Agreements. Subject to Section 7 6 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Administrator shall will be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall will specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iiiiv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall will be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.4 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 will provide prior to April 1, 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 will be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding will no longer be required. (vi) The Administrator will perform the duties of the Administrator specified in Section 6.10 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, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vivii) 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 Issuing Entity Issuer and shall will be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “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. 5 (Nissan 2013-C Administration Agreement) (v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Trust 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations necessary to maintain, including making all calculations deliver and prepare and shall maintain, deliver and prepare for execution by the Issuing Entity or the Owner Trustee or cause to be maintained, delivered and prepared and, if applicable, shall cause the preparation by other appropriate Persons of to be signed, all such books, documents, reports, filings, instruments, certificates, notices filings and opinions as it shall be the duty of the Issuing Entity or instruments that the Owner Trustee is required to preparemaintain, file deliver or deliver prepare pursuant to Section 5.05(a), (b), (c) and (d) of the Basic DocumentsTrust Agreement, and at the request of the Owner Trustee Trustee, the Owner Trust Administrator shall take all appropriate action that it is the duty of the Issuing Entity 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 Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 7 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934. (ii) Notwithstanding anything in this Agreement or the other Basic Documents Related Agreements to the contrary, the Owner Trust Administrator shall be responsible for promptly notifying the Owner Trustee if and the Paying Agent in the event that any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Certificateholder an Owner as contemplated in Section 5.2(c5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Trust Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 5.05(a), (b), (c) and (d), 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 CertificateholdersOwners; provided, however, that the Owner Trustee Paying Agent shall retain responsibility for distribute the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided Schedule K-1s (as prepared by the Administrator to the Owner Trustee in appropriate form Administrator) necessary to enable each Certificateholder (or beneficial owner of a Certificate) Owner to prepare its federal and state income tax returns. (iv) The Owner Trust Administrator may shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity Trust payable by the Owner Trust Administrator, a Ernst & Young LLP or another firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee Trustee, which shall perform the obligations of the Owner Trust Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to April 15, 2004 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 Owner Trust Administrator shall perform the duties of the Owner Trust Administrator including, without limitation, those specified in Section 6.10 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, and any other duties expressly required to be performed by the Owner Trust Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Owner Trust 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 Issuing Entity Issuer and shall be, in the Owner Trust Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the 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 that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(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 to the contrary, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.this

Additional Duties. On or before the initial Funding Date, and until its removal pursuant to Section 8.5 (i) In addition to after which the successor Trustee shall perform the duties of the Administrator set forth aboveTrustee hereunder), the Administrator Trustee shall perform all the duties perform, on behalf of the Issuing Entity under Borrower and the other Basic DocumentsServicer, including making the following duties and obligations: (i) No later than 11 a.m. on each Business Day, the Trustee shall deliver to the Servicer either via e-mail or via the Trustee’s Internet website a daily “cash availability report” which will detail all calculations and shall prepare for execution by cash receipts with respect to the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions Loans received as it shall be the duty of the Issuing Entity close of business of the prior Business Day, identifying which portion thereof constitutes Interest Collections, which portion thereof constitutes Principal Collections and any other amounts received not classified as either Interest Collections or Principal Collections. No later than the Owner Trustee to prepareclose of business on the Business Day the Servicer receives such a daily cash availability report, file or deliver pursuant the Servicer shall review the same and identify any discrepancies between the cash receipts shown on the Trustee’s daily cash availability report and the cash receipts relating to the Basic Documents, and at Loans shown on the request of WSO System. Thereafter the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the 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) 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 AdministratorServicer will cooperate to promptly resolve any discrepancies. (ii) Notwithstanding anything The Trustee shall provide a list of all Required Loan Documents held in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld custody by the Owner Trustee pursuant to such provisionthis Agreement to the Administrative Agent on at least a monthly basis, either via e-mail or via the Trustee’s Internet website. (iii) Notwithstanding anything in The Trustee shall maintain all necessary or appropriate records, operating procedures and systems with respect to its express duties under this Agreement or the Basic Documents and shall provide with reasonable promptness such additional reports and information (which information is reasonably available to the contrary, if the Owner Trustee is notified Trustee) as may be reasonably requested from time to time by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the electronic transmission or mailing, but not for the preparation, to the Certificateholders of the forms provided by the Administrator to the Owner Trustee in appropriate form necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returnsServicer. (iv) The Administrator may satisfy any obligations it may have with respect Trustee shall make payments pursuant to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity 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 6.10 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 duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder. (vi) 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 the Servicing Report in accordance with any directions received from Section 2.10 and Section 2.11 (the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator“Payment Duties”). (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documentssuch calculations, including making all calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity 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 that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 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) 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. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if in the event that any withholding tax is imposed on the Issuing EntityIssuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c5.02(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, if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for federal income tax purposes, the Administrator shall be responsible for performance of the duties of the Owner Trustee Administrator set forth in Section 5.4 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall retain responsibility remain exclusively responsible for the electronic transmission or mailing, but not for the preparation, to the Certificateholders mailing of the forms provided by the Administrator to the Owner Trustee in appropriate form Schedule K-1s necessary to enable each Certificateholder (or beneficial owner of a Certificate) to prepare its federal and state income tax returns. (iv) The If the Certificateholder is not the Administrator may or any of its Affiliates, the Administrator shall satisfy any its obligations it may have with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to (the Owner Trustee “Accountants”) which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, if the 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 6.10 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, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including . (vi) The Administrator shall advise the Owner Trustee in all regards with respect to its duties under pursuant to any Currency Swap Agreement (as defined in the Sale and Servicing Agreement) into which the Issuer enters pursuant to Section 3.4(c5.02(d) of the Trust Agreement, required including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be performed by reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(d) of the Trust Agreement, if the Certificateholders notify the Administrator with respect to amendments the Issuer’s election to enter into such a Currency Swap Agreement, the Basic Documents in Administrator will prepare all necessary and appropriate documentation and take all of the event that necessary and appropriate actions to cause the Depositor is no longer Issuer to enter into such a Currency Swap Agreement on behalf of the sole CertificateholderIssuer. (vivii) 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. (viii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Trust 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. (ix) 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 Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from Persons that are not Affiliates of the Administratorunaffiliated parties. (vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Indenture Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.