Common use of Duties of the Administrator with Respect to the Indenture Clause in Contracts

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (cc) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (dd) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (ee) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ff) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (gg) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (hh) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1);

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (cc) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (dd) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (ee) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ff) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (gg) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (hh) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ii) preparing all Officer’s Certificates and obtaining 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)); and (jj) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c)).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)3.8); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (cc) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (dd) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (ee) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ff) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); ; (gg) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (hh) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ii) preparing all Officer’s Certificates and obtaining 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)); and (jj) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c)).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments instru-ments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b3.3(c)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c3.3(d)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture Inden-ture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement supple-ment or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing provid-ing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental supplemen-tal indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rq) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sr) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (ts) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (ut) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); ; (vu) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wv) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xw) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zx) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aay) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bbz) furnishing 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); (ccaa) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddbb) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eecc) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ffdd) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggee) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhff) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (gg) preparing all Officer's Certificates and obtaining 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));

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and (hh) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (cc) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (dd) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (ee) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ff) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (gg) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (hh) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ii) preparing all Officer’s Certificates and obtaining 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)); and (jj) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c)).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)3.8); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (cc) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (dd) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (ee) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ff) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (gg) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (hh) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ii) preparing all Officer’s Certificates and obtaining 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)); and (jj) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c)).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the t he requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental supplemen­tal indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the IssuerIssuer , the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments instru­ments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture Inden­ture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement supple­ment or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing provid­ing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental supplemen­tal indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and (hh) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rq) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sr) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (ts) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (ut) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vu) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wv) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xw) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zx) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aay) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bbz) furnishing 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); (ccaa) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddbb) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eecc) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ffdd) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggee) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhff) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (gg) preparing all Officer's Certificates and obtaining 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)); (hh) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rq) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sr) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (ts) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (ut) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); ; (vu) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wv) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xw) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zx) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aay) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bbz) furnishing 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); (ccaa) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddbb) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eecc) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ffdd) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggee) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhff) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (gg) preparing all Officer's Certificates and obtaining 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));

Duties of the Administrator with Respect to the Indenture. The Administrator will agrees to consult with the Owner Eligible Lender Trustee regarding the duties of the Issuer under the IndentureIndenture and the Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will shall advise the Owner Eligible Lender Trustee when action is necessary to comply with the Issuer’s duties under the IndentureIndenture and the Depository Agreement. The Administrator will prepare, or cause to be prepared, shall prepare for execution by the Issuer, Issuer or execute as Administrator on behalf shall cause the preparation by other appropriate Persons of the Issuer, all such documents, reports, filings, instruments, certificates, notices certificates and opinions that are as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall, unless otherwise provided herein or in the Basic Documents, take all actions that are the duties of the Issuer pursuant to the Indenture. The Without limiting the foregoing, the Administrator will shall take all action the actions with respect to the following matters that it is the duty of the Issuer or the Owner Indenture Trustee to take pursuant to the Indenture including (references are to sections of the Indenture):: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments the same to the Indenture Trustee (Section 2.22.2 of the Indenture); (b) causing preparing, obtaining or filing the Note Register to be kept instruments, opinions and giving certificates and other documents required for the Indenture Trustee notice release of any appointment of a new Note Registrar and the location, or change in location, Collateral (Section 2.9 of the Note Register (Section 2.4(a)Indenture); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will shall be necessary to protect the validity and enforceability of the Indenture, the Notes and Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.43.4 of the Indenture); (md) preparing all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments as may be required instruments, in connection accordance with such supplement or amendment and taking such other action as is Section 3.5 of the Indenture, necessary or advisable to protect the Collateral Indenture Trust Estate; and maintaining, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security in the Trust Student Loans (Section 3.53.5 of the Indenture); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qe) delivering the Opinion of Counsel on the Closing Date, Date and the annual delivery of Opinions of Counsel Counsel, in accordance with Section 3.6 of the Indenture, as to the CollateralIndenture Trust Estate, and the annual Officer’s delivery of the Officers’ Certificate of the Issuer and certain other statements statements, in accordance with Section 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.8(b) 3.6 and (c) and Section 3.93.9 of the Indenture); (rf) in the event of a Master Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Master Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the consolidation or merger release of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of from its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default obligations under the Indenture (Section 3.153.10 of the Indenture); (th) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, Indenture and preparing an Officer’s Officers’ Certificate of the Issuer and obtaining of the required Opinions Opinion of Counsel and the Independent Certificate relating thereto (Section 4.14.1 of the Indenture); (ui) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive selling of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted Trust Estate in any a commercially reasonable manner permitted by law if an Event of Default resulting in the acceleration of the Notes has occurred and is continuing (Section 5.65.4 of the Indenture); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (ccj) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities Commission, any applicable State agencies and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities on a periodic basis with, and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance summaries thereof as may be required by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by by, the Securities Commission and Exchange Commission any applicable State agencies (Section 7.37.3 of the Indenture); (ddk) notifying opening of one or more accounts in the Indenture Trustee Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the listing Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Notes on any stock exchange (Section 7.4(b)Indenture); (eel) preparingpreparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, obtaining and filing the instrumentsif necessary, opinions, certificates and other documents required for the release of property from the Lien of the Indenture Trust Estate (Sections 8.4 and 10.18.5 of the Indenture); (ffm) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents Counsel with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 9.1, 9.2 and 9.29.3 of the Indenture); (ggn) causing preparing the documents and instruments required for the execution of, and after execution by the Issuer, the delivery authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.69.6 of the Indenture); ; (hho) causing preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to notify take any action under the Noteholders Indenture (Section 11.1(a) of the redemption Indenture); (p) preparing and delivering of Officers’ Certificates of the Notes Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 10.111.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) preparing, executing and delivering on behalf of the Issuer, any Subsequent Bills of Sale and Subsequent Contribution Agreements required to be delivered under the terms of the Contribution Agreement with respect to any Substituted Loans; (s) recording the Indenture, if applicable (Section 11.15 of the Indenture); (t) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (u) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (v) from time to time during the Consolidation Loan Add-On Period, assisting the Master Servicer or the relevant sub-servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Master Servicer or the relevant sub-servicer, instructing the Paying Agent to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; and (w) on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Paying Agent to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account.

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); ; (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and (hh) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and (hh) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)3.8); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bb) furnishing 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); (cc) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (dd) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (ee) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ff) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (gg) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (hh) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ii) preparing all Officer's Certificates and obtaining 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)); and (jj) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)).

Duties of the Administrator with Respect to the Indenture. The Administrator will agrees to consult with the Owner Eligible Lender Trustee regarding the duties of the Issuer under the IndentureIndenture and the Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will shall advise the Owner Eligible Lender Trustee when action is necessary to comply with the Issuer’s duties under the IndentureIndenture and the Depository Agreement. The Administrator will prepare, or cause to be prepared, shall prepare for execution by the Issuer, Issuer or execute as Administrator on behalf shall cause the preparation by other appropriate Persons of the Issuer, all such documents, reports, filings, instruments, certificates, notices certificates and opinions that are as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the IndentureIndenture and the Depository Agreement. The In furtherance of the foregoing, the Administrator will shall take all action the actions with respect to the following matters that it is the duty of the Issuer or the Owner Indenture Trustee to take pursuant to the Indenture including (references are to sections of the Indenture):: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments the same to the Indenture Trustee (Section 2.22.2 of the Indenture); (b) causing preparing, obtaining or filing the Note Register to be kept instruments, opinions and giving certificates and other documents required for the Indenture Trustee notice release of any appointment of a new Note Registrar and the location, or change in location, Collateral (Section 2.9 of the Note Register (Section 2.4(a)Indenture); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will shall be necessary to protect the validity and enforceability of the Indenture, the Notes and Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.43.4 of the Indenture); (md) preparing all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments as may be required instruments, in connection accordance with such supplement or amendment and taking such other action as is Section 3.5 of the Indenture, necessary or advisable to protect the Collateral Indenture Trust Estate (Section 3.53.5 of the Indenture); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qe) delivering the Opinion of Counsel on the Closing Date, Date and the annual delivery of Opinions of Counsel Counsel, in accordance with Section 3.6 of the Indenture, as to the CollateralIndenture Trust Estate, and the annual Officer’s delivery of the Officers’ Certificate of the Issuer and certain other statements statements, in accordance with Section 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.8(b) 3.6 and (c) and Section 3.93.9 of the Indenture); (rf) in the event of a Master Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Master Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the consolidation or merger release of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of from its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default obligations under the Indenture (Section 3.153.10 of the Indenture); (th) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, Indenture and preparing an Officer’s Officers’ Certificate of the Issuer and obtaining of the required Opinions Opinion of Counsel and the Independent Certificate relating thereto (Section 4.14.1 of the Indenture); (ui) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive selling of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted Trust Estate in any a commercially reasonable manner permitted by law if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.65.4 of the Indenture); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aa) inspecting the Indenture Trustee’s books and records (Section 6.13); (bb) furnishing 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); (ccj) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities Commission, any applicable State agencies and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities on a periodic basis with, and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance summaries thereof as may be required by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by by, the Securities Commission and Exchange Commission any applicable State agencies (Section 7.37.3 of the Indenture); (ddk) notifying opening of one or more accounts in the Indenture Trustee Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the listing Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Notes on any stock exchange (Section 7.4(b)Indenture); (eel) preparingpreparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, obtaining and filing the instrumentsif necessary, opinions, certificates and other documents required for the release of property from the Lien of the Indenture Trust Estate (Sections 8.4 and 10.18.5 of the Indenture); (ffm) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents Counsel with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 9.1, 9.2 and 9.29.3 of the Indenture); (ggn) causing preparing the documents and instruments required for the execution of, and after execution by the Issuer, the delivery authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.69.6 of the Indenture); ; (hho) causing preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to notify take any action under the Noteholders Indenture (Section 11.1(a) of the redemption Indenture); (p) preparing and delivering of Officers’ Certificates of the Notes Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 10.111.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) preparing, executing and delivering on behalf of the Issuer, any Subsequent Bills of Sale and Subsequent Contribution Agreements required to be delivered under the terms of the Contribution Agreement with respect to any Substituted Loans; (s) recording the Indenture, if applicable (Section 11.15 of the Indenture); (t) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (u) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (v) from time to time during the Consolidation Loan Add-On Period, assisting the Master Servicer or the relevant sub-servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Master Servicer or the relevant sub-servicer, instructing the Indenture Trustee or the Paying Agent to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; and (w) on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee or the Paying Agent to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account.

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments instru-ments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b3.3(c)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c3.3(d)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture Inden-ture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement supple-ment or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing provid-ing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental supplemen-tal indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and (hh) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)3.8); (q) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (r) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (s) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (t) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (u) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (v) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (w) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (x) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (z) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aaz) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bbaa) furnishing 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); (ccbb) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddcc) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eedd) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (ffee) preparing Issuer Orders and Officer’s 's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggff) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhgg) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1);; (hh) preparing all Officer's Certificates and obtaining 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)); and (ii) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)).

Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s 's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments instru­ments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections Section 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (hg) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (ih) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (ji) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (kj) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (lk) obtaining and preserving the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4); (ml) preparing all supplements and amendments to the Indenture Inden­ture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement supple­ment or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5); (nm) notifying the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (on) notifying the Indenture Trustee and the Rating Agencies of any Servicer Event of Servicing Termination Event under the Sale and Servicing Agreement and, if such Servicer Event of Servicing Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d)); (p) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (qo) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8(b) 3.8 and (c) and Section 3.9); (rp) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (sq) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (tr) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s 's Certificate and obtaining the required Opinions of Counsel (Section 4.1); (us) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1); (vt) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (wu) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17); (xv) removing the Indenture Trustee upon the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8); (y) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (zw) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (aax) inspecting the Indenture Trustee’s 's books and records (Section 6.13); (bby) furnishing 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); (ccz) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ddaa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)); (eebb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien lien of the Indenture (Sections 8.4 and 10.1Section 8.4); (ffcc) preparing Issuer Orders and Officer’s 's Certificates, providing provid­ing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition Confirmations and the necessary consents with respect to the execution of supplemental supplemen­tal indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2); (ggdd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); ; (hhee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (ff) preparing all Officer's Certificates and obtaining 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)); (gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and