Common use of Covenants of the Administrator Clause in Contracts

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 1000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus. (B) The Administrator shall provide each of the Remarketing Agents with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose. (C) In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agents, the Trust and the Administrator shall provide to the Remarketing Agents the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(A) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation. (c) If, at any time during which the Remarketing Agents would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(c) above or any document incorporated therein by reference (collectively, the “Remarketing Materials”) to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agents in writing of the circumstances and details of such event or condition. (d) So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (e) If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agents shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes. (f) The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus. In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agents or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes: (i) The Administrator shall (A) prepare and file with the Commission and furnish to the Remarketing Agents a then currently effective registration statement under the 1933 Act and a then current preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agents for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the “Registration Statement” and the “Remarketing Prospectus,” respectively, except that if any revised prospectus shall be provided to the Remarketing Agents by the Trust for use in connection with the Remarketing of the Notes which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agents for such use), (B) furnish to the Remarketing Agents an officers’ certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agents and a “agreed-upon procedures letter” from the Trust’s independent accountants, in each case in form and substance satisfactory to the Remarketing Agents, of the same tenor as the officers’ certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agents, in either case reasonably satisfactory to the Remarketing Agents, no exemption from registration under the 1933 Act is available and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agents, and the Remarketing Agents shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agents for delivery to the Luxembourg Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Luxembourg Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the “Listing Particulars Addendum”), and (E) furnish to the Remarketing Agents such other opinions, documents or certificates as are reasonably requested by the Remarketing Agents, provided the Remarketing Agents request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date; or (A) The Trust and the Administrator shall provide to the Remarketing Agents and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter’s due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust’s securities, which shall include making available for inspection by representatives of the Remarketing Agents, and any counsel retained by the Remarketing Agents, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agents or counsel in connection with the Remarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agents. (B) As long as a Prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, and any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agents or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agents such amendment or supplement as may be necessary to correct such statement or omission as referred to above. (D) If applicable, the Administrator agrees to provide the Remarketing Agents with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose. (g) The Administrator shall timely notify the Remarketing Agents of any Rating Agency Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agents with copies of the required confirmations or reaffirmations, as the case may be.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “"nationally recognized statistical rating organization” " (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx1933 Act) with regard to the ratings of any securities of the Trust, includingxxxxxxxng, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “"Tax Opinion”"); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Irish Stock Exchange for Luxembourg Irish Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus. (B) The Administrator shall provide each of the Remarketing Agents with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose. (C) In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agents, the Trust and the Administrator shall provide to the Remarketing Agents the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(A) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation. (c) If, at any time during which the Remarketing Agents would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(c) above or any document incorporated therein by reference (collectively, the “Remarketing Materials”) to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agents in writing of the circumstances and details of such event or condition. (d) So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (e) If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agents shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes. (f) The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus. In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agents or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes: (i) The Administrator shall (A) prepare and file with the Commission and furnish to the Remarketing Agents a then currently effective registration statement under the 1933 Act and a then current preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agents for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the “Registration Statement” and the “Remarketing Prospectus,” respectively, except that if any revised prospectus shall be provided to the Remarketing Agents by the Trust for use in connection with the Remarketing of the Notes which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agents for such use), (B) furnish to the Remarketing Agents an officers’ certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agents and a “agreed-upon procedures letter” from the Trust’s independent accountants, in each case in form and substance satisfactory to the Remarketing Agents, of the same tenor as the officers’ certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agents, in either case reasonably satisfactory to the Remarketing Agents, no exemption from registration under the 1933 Act is available and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agents, and the Remarketing Agents shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agents for delivery to the Luxembourg Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Luxembourg Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the “Listing Particulars Addendum”), and (E) furnish to the Remarketing Agents such other opinions, documents or certificates as are reasonably requested by the Remarketing Agents, provided the Remarketing Agents request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date; or (A) The Trust and the Administrator shall provide to the Remarketing Agents and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter’s due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust’s securities, which shall include making available for inspection by representatives of the Remarketing Agents, and any counsel retained by the Remarketing Agents, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agents or counsel in connection with the Remarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agents. (B) If at any time when a Prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agents or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agents such amendment or supplement as may be necessary to correct such statement or omission as referred to above. (D) If applicable, the Administrator agrees to provide the Remarketing Agents with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose. (g) The Administrator shall timely notify the Remarketing Agents of any Rating Agency Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agents with copies of the required confirmations or reaffirmations, as the case may be.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) belowbelow and to the extent required by the 1933 Act and the 1934 Act Regulations, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “"nationally recognized statistical rating organization” " (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 XxxSecurities Act) with regard to the ratings of any securities of the TrustIssuer, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust Issuer or notification or announcement of the placement of any rating of any securities of the Trust Issuer under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreementhereof. (b) With respect to each Reset Date (unless the Call Option Notice is exerciseddelivered or the Notes are to be redeemed) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) belowhereof, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the TrustIssuer, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class Class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “"Tax Opinion”"); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by an amendment to the Luxembourg documents on file with the Irish Stock Exchange for Luxembourg Stock Exchange listing purposesrelating to the Notes; (iv) during any such time as the Trust Issuer is subject to the reporting requirements of the 1934 Exchange Act, each 1934 document filed by the Issuer with the Commission pursuant to the Exchange Act Documentand the rules and regulations thereunder; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.;

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “"nationally recognized statistical rating organization” " (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “"Tax Opinion”"); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Irish Stock Exchange for Luxembourg Irish Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus. (B) The Administrator shall provide each of the Remarketing Agents with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose. (C) In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agents, the Trust and the Administrator shall provide to the Remarketing Agents the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(A) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation. (c) If, at any time during which the Remarketing Agents would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(c) above or any document incorporated therein by reference (collectively, the "Remarketing Materials") to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agents in writing of the circumstances and details of such event or condition. (d) So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (e) If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agents shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission's interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes. (f) The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus. In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agents or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission's interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes: The Administrator shall (A) prepare and file with the Commission and furnish to the Remarketing Agents a then currently effective registration statement under the 1933 Act and a then current preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agents for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the "Registration Statement" and the "Remarketing Prospectus," respectively, except that if any revised prospectus shall be provided to the Remarketing Agents by the Trust for use in connection with the Remarketing of the Notes which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agents for such use), (B) furnish to the Remarketing Agents an officers' certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agents and a "agreed-upon procedures letter" from the Trust's independent accountants, in each case in form and substance satisfactory to the Remarketing Agents, of the same tenor as the officers' certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agents, in either case reasonably satisfactory to the Remarketing Agents, no exemption from registration under the 1933 Act is available and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agents, and the Remarketing Agents shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agents for delivery to the Irish Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Irish Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the "Listing Particulars Addendum"), and (E) furnish to the Remarketing Agents such other opinions, documents or certificates as are reasonably requested by the Remarketing Agents, provided the Remarketing Agents request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date; or (A) The Trust and the Administrator shall provide to the Remarketing Agents and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter's due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust's securities, which shall include making available for inspection by representatives of the Remarketing Agents, and any counsel retained by the Remarketing Agents, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agents or counsel in connection with the Remarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agents. (B) If at any time when a Prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agents or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agents such amendment or supplement as may be necessary to correct such statement or omission as referred to above. (C) If applicable, the Administrator agrees to provide the Remarketing Agents with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose. (g) The Administrator shall timely notify the Remarketing Agents of any Notice Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agents with copies of the required confirmations or reaffirmations, as the case may be.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Irish Stock Exchange for Luxembourg Irish Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change of law, it being understood that each Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus. (B) The Administrator shall provide each of the Remarketing Agents with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose. (C) In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agents, the Trust and the Administrator shall provide to the Remarketing Agents the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(A) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation. (c) If, at any time during which the Remarketing Agents would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(c) above or any document incorporated therein by reference (collectively, the “Remarketing Materials”) to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agents in writing of the circumstances and details of such event or condition. (d) So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (e) If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agents shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes. (f) The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus. In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agents or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes: (i) The Administrator shall (A) prepare and file with the Commission and furnish to the Remarketing Agents a then currently effective registration statement under the 1933 Act and a then current preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agents for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the “Registration Statement” and the “Remarketing Prospectus,” respectively, except that if any revised prospectus shall be provided to the Remarketing Agents by the Trust for use in connection with the Remarketing of the Notes which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agents for such use), (B) furnish to the Remarketing Agents an officers’ certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agents and a “agreed-upon procedures letter” from the Trust’s independent accountants, in each case in form and substance satisfactory to the Remarketing Agents, of the same tenor as the officers’ certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agents, in either case reasonably satisfactory to the Remarketing Agents, no exemption from registration under the 1933 Act is available and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agents, and the Remarketing Agents shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agents for delivery to the Irish Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Irish Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the “Listing Particulars Addendum”), and (E) furnish to the Remarketing Agents such other opinions, documents or certificates as are reasonably requested by the Remarketing Agents, provided the Remarketing Agents request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date; or (A) The Trust and the Administrator shall provide to the Remarketing Agents and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter’s due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust’s securities, which shall include making available for inspection by representatives of the Remarketing Agents, and any counsel retained by the Remarketing Agents, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agents or counsel in connection with the Remarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agents. (B) As long as a Prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, and any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agents or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agents such amendment or supplement as may be necessary to correct such statement or omission as referred to above. (D) If applicable, the Administrator agrees to provide the Remarketing Agents with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agents may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose. (g) The Administrator shall timely notify the Remarketing Agents of any Rating Agency Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agents with copies of the required confirmations or reaffirmations, as the case may be.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents Agent as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents Agent of (i) if not otherwise available to the Remarketing AgentsAgent, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing AgentsAgent: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing AgentsAgent, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a the Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of the Notes, such other information as the Remarketing Agents Agent may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents Agent may reasonably request as a result of a change of law, it being understood that each the Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus.

Covenants of the Administrator. The Administrator covenants with the Remarketing Agents Agent as follows: (a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents Agent of (i) if not otherwise available to the Remarketing AgentsAgent, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement. (b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing AgentsAgent: (i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below); (ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing AgentsAgent, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a the Remarketing Agent (the “Tax Opinion”); (iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes; (iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and (v) (A) in connection with each Remarketing of the Notes, such other information as the Remarketing Agents Agent may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents Agent may reasonably request as a result of a change of law, it being understood that each the Remarketing Agent will deliver to purchasers and prospective purchasers, in connection with a Remarketing, a Remarketing Prospectus. (B) The Administrator shall provide the Remarketing Agent with as many copies of the foregoing written materials and other Administrator approved information, including the Remarketing Prospectus, as the Remarketing Agent may reasonably request for use in connection with the Remarketing of the Notes and consents to the use thereof for such purpose. (C) In addition, in connection with a Remarketing, upon the reasonable request and at the expense of the Remarketing Agent, the Trust and the Administrator shall provide to the Remarketing Agent the opportunity to conduct a due diligence investigation of the Trust and the Administrator similar to the due diligence investigation provided for in Section 7(f)(ii) below or shall participate in a due diligence conference call for the purpose of conducting such due diligence investigation. (c) If, at any time during which the Remarketing Agent would be obligated to take any action under this Agreement, any event or condition known to the Administrator relating to or affecting the Trust, the Administrator or the Notes shall occur which could reasonably be expected to cause any of the reports, documents, materials or information referred to in Section 7(b) above or any document incorporated therein by reference (collectively, the “Remarketing Materials”) to contain an untrue statement of a material fact or omit to state a material fact, the Administrator shall promptly notify the Remarketing Agent in writing of the circumstances and details of such event or condition. (d) So long as the Notes are outstanding, the Trust will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (e) If, at any time in connection with a Remarketing a determination is made by the Administrator to offer the Reset Rate Notes pursuant to an exemption from registration under the 1933 Act, the Administrator and the Remarketing Agent shall take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with such Remarketing and resales of the Reset Rate Notes. (f) The Trust will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the Remarketing of the Notes as contemplated in this Agreement and in the Prospectus. In furtherance of the foregoing, the Administrator shall take the actions provided for in this Section 7(f) if counsel for the Remarketing Agent or for the Trust reasonably requests in writing, stating their reasoned legal justifications therefore, that the Administrator take such actions in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission’s interpretations of the 1933 Act and the 1933 Act Regulations in connection with the Remarketing and resales of the Notes: (i) The Administrator shall (A) prepare and file with the Commission and furnish to the Remarketing Agent a then currently effective registration statement under the 1933 Act and a then current preliminary and final prospectus, meeting the requirements of the 1933 Act, relating to the Notes, to be used by the Remarketing Agent for Remarketing and resale of the Notes (such registration statement and any amendments thereto, including any such preliminary and final prospectus relating to the Notes constituting a part thereof, and all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the 1934 Act, the 1933 Act, or otherwise, are referred to in this Agreement as the “Registration Statement” and the “Remarketing Prospectus,” respectively; provided, that if any revised prospectus shall be provided to the Remarketing Agent by the Trust for use in connection with the Remarketing of the Notes which differs from the Remarketing Prospectus on file at the Commission at the time the Registration Statement becomes effective, the term “Remarketing Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Remarketing Agent for such use; and provided further, that the term “Remarketing Prospectus” shall also include any “free-writing prospectus” within the meaning of Rule 405 under the Securities Act of 1933, as amended, provided to the Remarketing Agents by the Trust for use in connection with the remarketing of the Notes), (B) furnish to the Remarketing Agent an officers’ certificate, an opinion (including a statement as to the absence of material misstatements in or omissions from the Registration Statement and Remarketing Prospectus, as amended or supplemented) of counsel for the Trust and the Administrator satisfactory to the Remarketing Agent and an “agreed-upon procedures letter” from the Trust’s independent accountants, in each case in form and substance satisfactory to the Remarketing Agent, of the same tenor as the officers’ certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Registration Statement and Remarketing Prospectus as amended or supplemented to the date thereof, and as customary for a public offering of asset-backed securities, (C) comply with covenants and procedures, and issue representations and warranties, of the same tenor as those set forth in the Underwriting Agreement, but modified to relate to the Registration Statement and the Remarketing Prospectus and the Remarketing and as customary for a public offering of asset-backed securities; provided, that, if in the opinion of counsel for the Trust or the Remarketing Agent, in either case reasonably satisfactory to the Remarketing Agent, no exemption from registration under the 1933 Act is available and registration would be required under the 1933 Act in connection with the Remarketing, then, in lieu thereof, the Administrator may request that the Remarketing Agent, and the Remarketing Agent shall, terminate this Agreement pursuant to Section 11 and declare a Failed Remarketing; (D) if applicable, furnish to the Remarketing Agent for delivery to the Luxembourg Stock Exchange a copy of the Remarketing Prospectus and the terms of the related Notes subject to be remarketed as set forth in the attachment to the Remarketing Agency Agreement for such Reset Date, a form of which is attached to this Agreement as Appendix B and any such other information as required by the Luxembourg Stock Exchange in connection with the Remarketing (such Listing Particulars and attachment thereto in this Agreement referred to as the “Listing Particulars Addendum”), and (E) furnish to the Remarketing Agent such other opinions, documents or certificates as are reasonably requested by the Remarketing Agent, provided the Remarketing Agent request any such other opinions, documents or certificates no later than 20 Business Days prior to the applicable Remarketing Terms Determination Date. (ii) The Trust and the Administrator shall provide to the Remarketing Agent and any other broker-dealer participating in the Remarketing of the Notes the opportunity to conduct an underwriter’s due diligence investigation of the Trust and the Administrator in a scope customarily provided in connection with a public offering of the Trust’s securities, which shall include making available for inspection by representatives of the Remarketing Agent, and any counsel retained by the Remarketing Agent, financial information related to the Trust assets comparable to that furnished to the Underwriters that is reasonably requested by any such Persons and use their reasonable best efforts to cause the officers, directors, employees, and any other agents of the Trust and the Administrator to supply all information reasonably requested by any such representatives of the Remarketing Agent or counsel in connection with the Remarketing, and make such representatives of the Trust and the Administrator available for discussion of such documents as shall be reasonably requested by the Remarketing Agent. (iii) If at any time when a prospectus is required by the 1933 Act to be delivered in connection with Remarketing and resales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Remarketing Agent or for the Trust, to amend the Registration Statement or amend or supplement the Remarketing Prospectus in order that the Remarketing Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Administrator, on behalf of the Trust will promptly prepare and file with the Commission and furnish to the Remarketing Agent such amendment or supplement as may be necessary to correct such statement or omission as referred to above. (iv) If applicable, the Administrator agrees to provide the Remarketing Agent with as many copies of the foregoing Remarketing Prospectus, or, as the case may be, Registration Statement, as the Remarketing Agent may reasonably request for use in connection with the Remarketing of Notes and consents to the use therefor for such purpose. (g) The Administrator shall timely notify the Remarketing Agent of any Rating Agency Condition that must be satisfied as a condition precedent to the taking of any action under this Agreement and timely provide the Remarketing Agent with copies of the required confirmations or reaffirmations, as the case may be.