Common use of Duties of Administrator Clause in Contracts

Duties of Administrator. The Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) the duties and obligations of the Administrator shall be determined solely by the express provisions of this Agreement, the Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Administrator, the Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Administrator and conforming to the requirements of this Agreement; and (ii) the Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Administrator, unless it shall be proved that the Administrator was negligent in performing its duties in accordance with the terms of this Agreement. The Administrator shall have all of the rights and benefits of and limitations on liability afforded to the Trustee under this Article VIII to the same extent as though the Administrator had been named in the various provisions of Article VIII, except (i) to the extent otherwise provided in Sections 8.13, 8.14, 8.15, 8.16, 8.17, 8.19 and 8.20 (for example, Section 8.16 shall apply instead of Section 8.05) and (ii) with respect to Section 8.03, the Administrator shall be responsible for the Administrator’s certificate of authentication on the Certificates. In acting under this Agreement and the other Transaction Documents to which it is a party and in connection with the Certificates, the Administrator is acting solely as an agent of the Trustee on behalf of the Trust and does not assume any obligation or relationship of agency for or with, or any fiduciary obligation towards, any of the Holders of the Certificates The Administrator shall be obligated to make payments pursuant to the terms of the Transaction Documents only if, and only to the extent that, sufficient funds are available therefor in the Collection Account. In no event shall the Administrator, in its capacity as Administrator or Paying Agent or in its individual capacity, be liable for any such payments. In each case that the Administrator (including in its capacity as Paying Agent hereunder) may be or is required hereunder or under any other Transaction Document to which it is a party to take any action (an “Action”), including without limitation to make any determination or judgment (including without limitation the proper reporting and/or withholding for federal income tax purposes required with respect to any payment made under any Transaction Document for which the Administrator has a reporting and/or withholding obligation for federal income tax purposes), to exercise rights or powers or otherwise act hereunder or thereunder, the Administrator may seek direction from the Servicer. The Administrator shall not be liable with respect to any Action taken or omitted to be taken by it in good faith in accordance with the direction from the Servicer. If the Administrator shall request direction from the Servicer with respect to any Action, the Administrator shall be entitled to refrain from such Action unless and until such Administrator shall have received written direction from the Servicer, and the Administrator shall not incur liability to any Person by reason of so refraining. The Administrator shall not be responsible for filing any financing or continuation statement or otherwise taking any action in connection with any security interest or lien granted pursuant to the Transaction Documents. The Administrator shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.

Duties of Administrator. The Administrator undertakes (a) Duties with Respect to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Related Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties and obligations of the Issuer and the Owner Trustee under the Depository Agreements. The Administrator shall be determined solely by agrees to perform the express provisions duty of this Agreementthe Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be, and the duty of the Issuer under Section 5.6(b) of the Sale and Servicing Agreement to move the Reserve Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall not be liable except for consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer's or the Owner Trustee's duties under the Indenture and the Depository Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such duties documents, reports, filings, instruments, certificates and obligations opinions as are specifically set forth in this Agreement, no implied covenants or obligations it shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part duty of the AdministratorIssuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Depository Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may conclusively relybe surrendered for registration of transfer or exchange (Section 2.4); (C) the notification of Noteholders of the final principal payment on their Notes (Section 2.7(b)); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3); (I) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.4); (J) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (K) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the truth Trust Estate, and the annual delivery of the statements Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (M) the notification of the Indenture Trustee and the correctness Rating Agencies of an Event of Servicing Termination pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the opinions expressed thereinServicer to perform any of its duties under the Sale and Servicing Agreement, upon any certificates or opinions furnished the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligation under the Indenture (Section 3.11(b)); (O) the delivery of notice to the Administrator Indenture Trustee of each Event of Default, Event of Servicing Termination and each default by the Seller under the Sale and Servicing Agreement (Section 3.18); (P) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Seller and the Servicer of their obligations under the Sale and Servicing Agreement (Sections 3.19 and 5.16); (Q) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (R) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (S) provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6); (T) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (U) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10); (V) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (W) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (X) the obtaining of an Officers' Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (Y) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2); (Z) the execution of new Notes conforming to any supplemental indenture (Section 9.5); (AA) provide the requirements Indenture Trustee with the form of this Agreementnotice necessary to deliver the notification of Noteholders of the prepayment of the Notes (Section 10.2); (BB) the preparation of all Officers' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (CC) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (DD) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (iiEE) the Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer recording of the Administrator, unless it shall be proved that the Administrator was negligent in performing its duties in accordance with the terms of this Agreement. The Administrator shall have all of the rights and benefits of and limitations on liability afforded to the Trustee under this Article VIII to the same extent as though the Administrator had been named in the various provisions of Article VIII, except (i) to the extent otherwise provided in Sections 8.13, 8.14, 8.15, 8.16, 8.17, 8.19 and 8.20 (for example, Section 8.16 shall apply instead of Section 8.05) and (ii) with respect to Section 8.03, the Administrator shall be responsible for the Administrator’s certificate of authentication on the Certificates. In acting under this Agreement and the other Transaction Documents to which it is a party and in connection with the Certificates, the Administrator is acting solely as an agent of the Trustee on behalf of the Trust and does not assume any obligation or relationship of agency for or with, or any fiduciary obligation towards, any of the Holders of the Certificates The Administrator shall be obligated to make payments pursuant to the terms of the Transaction Documents only if, and only to the extent that, sufficient funds are available therefor in the Collection Account. In no event shall the Administrator, in its capacity as Administrator or Paying Agent or in its individual capacity, be liable for any such payments. In each case that the Administrator (including in its capacity as Paying Agent hereunder) may be or is required hereunder or under any other Transaction Document to which it is a party to take any action (an “Action”), including without limitation to make any determination or judgment (including without limitation the proper reporting and/or withholding for federal income tax purposes required with respect to any payment made under any Transaction Document for which the Administrator has a reporting and/or withholding obligation for federal income tax purposes), to exercise rights or powers or otherwise act hereunder or thereunder, the Administrator may seek direction from the Servicer. The Administrator shall not be liable with respect to any Action taken or omitted to be taken by it in good faith in accordance with the direction from the Servicer. If the Administrator shall request direction from the Servicer with respect to any Action, the Administrator shall be entitled to refrain from such Action unless and until such Administrator shall have received written direction from the Servicer, and the Administrator shall not incur liability to any Person by reason of so refraining. The Administrator shall not be responsible for filing any financing or continuation statement or otherwise taking any action in connection with any security interest or lien granted pursuant to the Transaction Documents. The Administrator shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersIndenture, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreementapplicable (Section 11.15).

Duties of Administrator. The Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. No provision of this Agreement shall be construed to relieve the Administrator from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (ia) the duties and obligations of the Administrator shall be determined solely by the express provisions of this Agreement, the Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Administrator, the Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Administrator and conforming to the requirements of this Agreement; and (iib) the Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Administrator, unless it shall be proved that the Administrator was negligent in performing its duties in accordance with the terms of this Agreement. The Administrator shall have all of the rights and benefits of and limitations on liability afforded to the Trustee under this Article VIII to the same extent as though the Administrator had been named in the various provisions of Article VIII, except (i) to the extent otherwise provided in Sections 8.13, 8.14, 8.15, 8.16, 8.17, 8.19 and 8.20 (for example, Section 8.16 shall apply instead of Section 8.05) and (ii) with respect to Section 8.03, the Administrator shall be responsible for the Administrator’s certificate of authentication on the Certificates. In acting under this Agreement and the other Transaction Documents to which it is a party and in connection with the Certificates, the Administrator is acting solely as an agent of the Trustee on behalf of the Trust and does not assume any obligation or relationship of agency for or with, or any fiduciary obligation towards, any of the Holders of the Certificates The Administrator shall be obligated to make payments pursuant to the terms of the Transaction Documents only if, and only to the extent that, sufficient funds are available therefor in the Collection Account. In no event shall the Administrator, in its capacity as Administrator or Paying Agent or in its individual capacity, be liable for any such payments. In each case that the Administrator (including in its capacity as Paying Agent hereunder) may be or is required hereunder or under any other Transaction Document to which it is a party to take any action (an “Action”), including without limitation to make any determination or judgment (including without limitation the proper reporting and/or withholding for federal income tax purposes required with respect to any payment made under any Transaction Document for which the Administrator has a reporting and/or withholding obligation for federal income tax purposes), to exercise rights or powers or otherwise act hereunder or thereunder, the Administrator may seek direction from the Servicer. The Administrator shall not be liable with respect to any Action taken or omitted to be taken by it in good faith in accordance with the direction from the Servicer. If the Administrator shall request direction from the Servicer with respect to any Action, the Administrator shall be entitled to refrain from such Action unless and until such Administrator shall have received written direction from the Servicer, and the Administrator shall not incur liability to any Person by reason of so refraining. The Administrator shall not be responsible for filing any financing or continuation statement or otherwise taking any action in connection with any security interest or lien granted pursuant to the Transaction Documents. The Administrator shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.

Duties of Administrator. (a) The Administrator undertakes shall take all appropriate action that it is the duty of the Trust or the Owner Trustee to perform take pursuant to the Transaction Documents, including, without limitation, the performance of such duties calculations and only the preparation of, and execution on behalf of the Trust of, all such duties as are specifically set forth in this Agreement. No provision of this Agreement documents, reports, filings, instruments, certificates and opinions that it shall be construed the duty of the Trust or the Owner Trustee to relieve prepare, file or deliver pursuant to the Administrator from liability for its own negligent actionTransaction Documents or under Article V hereof, its own negligent failure to act or its own misconduct; provided, however, that: (i) the duties and obligations of the Administrator shall be determined solely by notify the express provisions Owner Trustee of all such action taken. In furtherance thereof, the Owner Trustee shall, on behalf of the Trust, 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 B hereto, appointing the Administrator the attorney-in-fact of the Trust for the purpose of executing on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions. Subject to Article V of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall not be liable except for administer, perform or supervise the performance of such duties and obligations other activities in connection with the Trust Assets or the Transaction Documents as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and, in and are reasonably within the absence of bad faith on the part capability of the Administrator, . (b) Notwithstanding anything in this Agreement or the Administrator may conclusively rely, as Transaction Documents to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Administrator and conforming to the requirements of this Agreement; and (ii) the Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Administrator, unless it shall be proved that the Administrator was negligent in performing its duties in accordance with the terms of this Agreement. The Administrator shall have all of the rights and benefits of and limitations on liability afforded to the Trustee under this Article VIII to the same extent as though the Administrator had been named in the various provisions of Article VIII, except (i) to the extent otherwise provided in Sections 8.13, 8.14, 8.15, 8.16, 8.17, 8.19 and 8.20 (for example, Section 8.16 shall apply instead of Section 8.05) and (ii) with respect to Section 8.03contrary, the Administrator shall be responsible for promptly notifying the Administrator’s certificate of authentication Owner Trustee and the Trustee in the event that any withholding tax is imposed on the CertificatesTrust’s payments to the Depositor as contemplated in Section 5.01(b) herein. In acting under this Agreement Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the other Transaction Documents Trustee pursuant to which it is a party and in connection with the Certificates, the such provision. (c) The Administrator is acting solely as an agent of the Trustee shall determine on behalf of the Trust and does not assume whether any obligation or relationship conditions precedent to the purchase of agency for or withthe Receivables, the issuance of the Investor Certificates or any fiduciary obligation towards, any other action of the Holders Trust under the Transaction Documents has been satisfied. The Owner Trustee may conclusively rely upon a certificate of the Certificates Administrator as to satisfaction of the foregoing. (d) The Administrator shall perform the duties of the Administrator specified in Section 11.02 herein required to be obligated performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to make payments pursuant be performed by the Administrator this Agreement. (e) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Trust at any time during normal business hours. (f) The Administrator shall furnish to the terms Owner Trustee from time to time such additional information regarding the Trust Assets as the Owner Trustee shall reasonably request. (g) In carrying out the foregoing duties or any of the Transaction Documents only if, and only to the extent that, sufficient funds are available therefor in the Collection Account. In no event shall the Administrator, in its capacity as Administrator or Paying Agent or in its individual capacity, be liable for any such payments. In each case that the Administrator (including in its capacity as Paying Agent hereunder) may be or is required hereunder or other obligations under any other Transaction Document to which it is a party to take any action (an “Action”), including without limitation to make any determination or judgment (including without limitation the proper reporting and/or withholding for federal income tax purposes required with respect to any payment made under any Transaction Document for which the Administrator has a reporting and/or withholding obligation for federal income tax purposes), to exercise rights or powers or otherwise act hereunder or thereunderthis Agreement, the Administrator may seek direction from enter into transactions or otherwise deal with any of its Affiliates. (h) The Administrator shall have the Servicerfiduciary duties of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware, as amended. The Administrator shall not be liable with respect to any Action taken or omitted to be taken by it in good faith in accordance with the direction from the Servicer. If the Administrator shall request direction from the Servicer with respect to any Action, the Administrator shall be entitled to refrain from such Action unless and until such Administrator shall have received written direction from the Servicer, and the Administrator shall not incur liability to any Person by reason of so refraining. The Administrator shall not be responsible for filing any financing or continuation statement or otherwise taking any action in connection with any security interest or lien granted pursuant monetary damages to the Transaction Documents. The Administrator shall not be required Trust or any other Person to expend or risk its own funds or otherwise incur financial liability in the performance fullest extent such limitation of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or personal liability is not reasonably assured to it, and none of permitted under the provisions contained in this Agreement shall in any event require the Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this AgreementStatutory Trust Act.

Duties of Administrator. (a) The Administrator undertakes shall take all appropriate action that it is the duty of the Trust or the Owner Trustee to perform take pursuant to the Transaction Documents, including, without limitation, the performance of such duties calculations and only the preparation of, and execution on behalf of the Trust of, all such duties as are specifically set forth in this Agreement. No provision of this Agreement documents, reports, filings, instruments, certificates and opinions that it shall be construed the duty of the Trust or the Owner Trustee to relieve prepare, file or deliver pursuant to the Transaction Documents or Article V hereof. In furtherance thereof, the Owner Trustee shall, on behalf of the Trust, execute and deliver to the Administrator from liability for its own negligent actionand to each successor Administrator appointed pursuant to the terms hereof, its own negligent failure to act one or its own misconduct; providedmore powers of attorney substantially in the form of Exhibit B hereto, however, that: (i) appointing the duties and obligations Administrator the attorney-in-fact of the Administrator shall be determined solely by Trust for the express provisions purpose of executing on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions. Subject to Article V of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall not be liable except for administer, perform or supervise the performance of such duties and obligations other activities in connection with the Trust Assets or the Transaction Documents as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and, in and are reasonably within the absence of bad faith on the part capability of the Administrator, . (b) Notwithstanding anything in this Agreement or the Administrator may conclusively rely, as Transaction Documents to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Administrator and conforming to the requirements of this Agreement; and (ii) the Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Administrator, unless it shall be proved that the Administrator was negligent in performing its duties in accordance with the terms of this Agreement. The Administrator shall have all of the rights and benefits of and limitations on liability afforded to the Trustee under this Article VIII to the same extent as though the Administrator had been named in the various provisions of Article VIII, except (i) to the extent otherwise provided in Sections 8.13, 8.14, 8.15, 8.16, 8.17, 8.19 and 8.20 (for example, Section 8.16 shall apply instead of Section 8.05) and (ii) with respect to Section 8.03contrary, the Administrator shall be responsible for promptly notifying the Administrator’s certificate of authentication Owner Trustee and the Trustee in the event that any withholding tax is imposed on the CertificatesTrust's payments to the Beneficiary as contemplated in Section 5.01(b) herein. In acting under this Agreement Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the other Transaction Documents Trustee pursuant to which it is a party and in connection with the Certificates, the such provision. (c) The Administrator is acting solely as an agent of the Trustee shall determine on behalf of the Trust and does not assume whether any obligation or relationship conditions precedent to the purchase of agency for or withthe Receivables, the issuance of the Investor Certificates or any fiduciary obligation towards, any other action of the Holders Trust under the Transaction Documents has been satisfied. The Owner Trustee may conclusively rely upon a certificate of the Certificates Administrator as to satisfaction of the foregoing. (d) The Administrator shall perform the duties of the Administrator specified in Section 11.02 herein required to be obligated performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to make payments pursuant be performed by the Administrator this Agreement. (e) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Trust at any time during normal business hours. (f) The Administrator shall furnish to the terms Owner Trustee from time to time such additional information regarding the Trust Assets as the Owner Trustee shall reasonably request. (g) In carrying out the foregoing duties or any of the Transaction Documents only if, and only to the extent that, sufficient funds are available therefor in the Collection Account. In no event shall the Administrator, in its capacity as Administrator or Paying Agent or in its individual capacity, be liable for any such payments. In each case that the Administrator (including in its capacity as Paying Agent hereunder) may be or is required hereunder or other obligations under any other Transaction Document to which it is a party to take any action (an “Action”), including without limitation to make any determination or judgment (including without limitation the proper reporting and/or withholding for federal income tax purposes required with respect to any payment made under any Transaction Document for which the Administrator has a reporting and/or withholding obligation for federal income tax purposes), to exercise rights or powers or otherwise act hereunder or thereunderthis Agreement, the Administrator may seek direction from enter into transactions or otherwise deal with any of its Affiliates. (h) The Administrator shall have the Servicerfiduciary duties of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware, as amended. The Administrator shall not be liable with respect to any Action taken or omitted to be taken by it in good faith in accordance with the direction from the Servicer. If the Administrator shall request direction from the Servicer with respect to any Action, the Administrator shall be entitled to refrain from such Action unless and until such Administrator shall have received written direction from the Servicer, and the Administrator shall not incur liability to any Person by reason of so refraining. The Administrator shall not be responsible for filing any financing or continuation statement or otherwise taking any action in connection with any security interest or lien granted pursuant monetary damages to the Transaction Documents. The Administrator shall not be required Trust or any other Person to expend or risk its own funds or otherwise incur financial liability in the performance fullest extent such limitation of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or personal liability is not reasonably assured to it, and none of permitted under the provisions contained in this Agreement shall in any event require the Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this AgreementBusiness Trust Statute.