Common use of Duties of the Administrator Clause in Contracts

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including (i) the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture, (ii) any indemnities owed to the Indenture Trustee by the Asset Representations Reviewer but not paid because of the limitation set forth in Section 5.04 of the Asset Representations Review Agreement and (iii) including any fees and expenses incurred in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Administrator under this Agreement; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify and hold harmless the Owner Trustee and any of its officers, directors, employees and agents for, and to hold them harmless against, any losses, liabilities, claims, actions, suits, damages, costs, taxes or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification obligation of the Administrator) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (G) each of the foregoing indemnities shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, or the termination of this Agreement.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by prepare, execute and file or deliver on behalf of the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept kept, appointing the Note Registrar and to give 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 of the Indenture2.04); (CB) the preparation of preparing the notification of the to Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) of fixing or causing to be fixed any specified record date and notifying the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the preparationdocuments and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) determining a Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing (Section 3.01(c) and (e)); (G) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (H) preparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (EI) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HJ) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IK) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (L) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (M) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (N) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (O) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (P) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (Q) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (R) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (S) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (T) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (U) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (V) preparing all 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 (Sections 6.08 and 6.10); (W) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (X) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (Y) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Z) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (AA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (BB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (CC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (DD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (EE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (FF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (GG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Grantor Trust under the Indenture and the Grantor Trust Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement and the Note Depository Receivables Contribution Agreement. The Administrator shall monitor the performance of the Grantor Trust and shall advise the Grantor Trust Trustee when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement and the Grantor Trust Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Grantor Trust or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Grantor Trust to prepare, file or deliver pursuant to the Indenture, the Servicing Agreement, the Trust Agreement, the Grantor Trust Agreement and the Note Depository Agreement, as applicable. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of (i) the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable) and (ii) the Grantor Trust to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Grantor Trust Agreement (references are to sections of the Indenture and the Grantor Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the preparation of or obtaining of the documents and instruments required for the exchange of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final payment of principal payment of and interest on their Notes (Section 2.7(d2.7(e) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattanpreparation, the City execution and the delivery on behalf of New York, for registration the Grantor Trust of transfer any agreement or exchange certificate pursuant to any Forward Commitment Transfers in connection with the sale of Notes a Charged-Off Receivable (Section 3.2 2.3(b) of the IndentureServicing Agreement); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Collateral (Section 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Collateral (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before April 30 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity or the Grantor Trust Estate has contracted to perform its duties under the Indenture (SectionSection 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Termination Event pursuant to the Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Termination Event, each default by the Servicer under the Servicing Agreement, each default by the Depositor under the Receivables Transfer Agreement and each default by the Seller under the Receivables Purchase Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) [Reserved]; (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee and the Paying Agent with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar or the Notes are not issued as Book-Entry Notes (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the Grantor Trust and the filing with Commission, any applicable state agencies and the Indenture Trustee of additional information, documents and reports required to be filed on a periodic basis with, and summaries thereof, as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary to Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies, the Grantor Trust and the Indenture Trustee with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(l) of the Trust Agreement); (HH) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(l) of the Trust Agreement (Section 3.4(q) of the Trust Agreement); (II) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); (JJ) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement); (KK) the duty to cause the Grantor Trust to request such information as is necessary to determine the obligations under the Grantor Trust Agreement pursuant to FATCA provisions (Section 3.4(g) of the Grantor Trust Agreement); (LL) the duty to determine whether a transfer of the Grantor Trust Certificate complies with Section 3.4(g) through Section 3.4(h) of the Grantor Trust Agreement (Section 3.4(l) of the Grantor Trust Agreement); and (MM) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Grantor Trust Agreement). (ii) If Carvana is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement Indenture and the Indenture. (i) Depository Agreement. The Administrator agrees to shall perform all of its duties as Administrator and the duties of the Issuing Entity Issuer and the Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Issuer and the Note Depository AgreementTrustee under such documents. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Trustee's duties under the Indenture, the Trust Agreement and the Note Depository Agreementsuch documents. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreementsuch documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Trustee to take pursuant to the Indenturesuch documents, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references in this Section are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (Bi) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.4); (Cii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.7(c)); (iii) the preparation of the notification or obtaining of the Noteholders documents and instruments required for authentication of the final principal payment on their Notes and delivery of the same to the Indenture Trustee (Section 2.7(d) of the Indenture2.2); (Div) the preparation, obtaining or filing of the instruments, opinions and opinions, certificates and other documents required for the release of the Collateral (Section 2.9 of the Indenture2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (Fv) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (Gvi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (Hvii) the direction to the Indenture Trustee Paying Agents to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (Iviii) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (x) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (xi) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (xii) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (xiv) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Servicer or Seller under the Sale and Servicing Agreement (Section 3.19); (xv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (xvi) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4); (xvii) the furnishing to 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); (xviii) the preparation, execution and filing with the Commission and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (xix) the opening of one or more accounts in the Trust's name, the preparation of Issuer Orders, Officers' Certificates and 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); (xx) the preparation of an Issuer Request and Officers' Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (xxi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (xxiii) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.2); (xxiv) the preparation of all Officers' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (xxv) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (xxvii) the recording of the Indenture, if applicable (Section 11.15).

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officers’ Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including (i) the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture, (ii) any indemnities owed to the Indenture Trustee by the Asset Representations Reviewer but not paid because of the limitation set forth in Section 5.04 of the Asset Representations Review Agreement and (iii) including any fees and expenses incurred in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Administrator under this Agreement; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify and hold harmless the Owner Trustee and any of its officers, directors, employees and agents for, and to hold them harmless against, any losses, liabilities, claims, actions, suits, damages, costs, taxes or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification obligation of the Administrator) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (G) Each of the foregoing indemnities shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, or the termination of this Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Sectionbe

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2012 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2015 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionAgreement, as applicable.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (ED) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GE) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HF) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c3.03); (G) of the Indenture); (I) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04);

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the IndentureBasic Documents. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository AgreementBasic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository AgreementBasic Documents. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee Issuer when action by the Issuer is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement and the Note Depository AgreementBasic Documents. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of ManhattanIndenture Trustee, the City of New YorkCalculation Agent and the Owner Trustee and the other Indemnified Parties for, for registration of transfer and hold each harmless against, any losses, liability or exchange of Notes (Section 3.2 of expense to the Indenture); (G) extent the duty Indenture Trustee, the Calculation Agent or the Owner Trustee or the other Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionAgreement, as applicable.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2023 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture); (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents if the Depositor is no longer the sole Certificateholder (Section 3.4(d) of the Trust Agreement); (HH) the duty to cause the Certificateholders (or beneficial owners thereof) to provide such information as is necessary to determine the withholding tax obligations under the Trust Agreement (Sections 3.4(j) and (k) of the Trust Agreement); (II) the duty to determine whether a transfer of a Certificate complies with Sections 3.4(b), (i), (l) and (t) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (JJ) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (KK) the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement). (ii) For so long as Ally Bank is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Bank is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and hereunder in accordance with the duties terms of the Issuing Entity under the Indenture, the Trust this Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. applicable law. (a) The Administrator shall monitor provide for the performance by the Bond Issuer of its obligations under each of the Issuing Entity Related Agreements and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Bond Issuer, or shall cause the preparation by other appropriate persons Persons (including third parties with respect to professional services, to the extent required or contemplated in accordance with the terms of this Agreement) of all such documents, reports, filings, instruments, certificatesnotices, notices certificates and opinions as it shall be the duty of the Issuing Entity Bond Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Bond Issuer to take pursuant to the IndentureBond Indenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Bond Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableBond Indenture): (Ai) the preparation of or obtaining of the documents and instruments required for authentication of the Notes Bonds, if any, and delivery of such documents or instruments the same to the Indenture Bond Trustee (Section 2.2 2.03) and such other actions on behalf of the Indenture)Bond Issuer as are necessary for the issuance and delivery of the Bonds; (Bii) the duty to cause keep the Note Bond Register to be kept and to give the Indenture Bond Trustee notice of any appointment of a new Note Bond Registrar and the location, or change in location, of the Note Bond Register (Section 2.4 of the Indenture2.05); (Ciii) the preparation fixing or causing to be fixed of any special record date and the notification of each affected Bondholder with respect to special record dates, payment dates, and the Noteholders amount of the final principal payment defaulted interest (plus interest on their Notes such defaulted interest) to be paid, if any (Section 2.7(d) of the Indenture2.08(c)); (Div) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.11); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (Gv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Bond Trustee the instrument specified in the Bond Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hvi) the direction to Paying Agents to pay to the Indenture Bond Trustee to deposit monies with all sums held in trust by such Paying Agents, if any, other than the Indenture Trustee Agents (Section 3.3(c) of the Indenture3.03); (Ivii) the preparation and filing of all documents and instruments necessary to maintain the Bond Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Bond Issuer becomes, or any successor Bond Issuer under the Bond Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Bond Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (viii) the obtaining and preservation of the Issuing EntityBond Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Bond Indenture, the NotesBonds, the Collateral and each other instrument and or agreement included in the Collateral (Section 3.04); (ix) the preparation of all supplements and amendments to the Bond Indenture, filings with the PUCO pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Bond Indenture, necessary to protect the Collateral (Section 3.05); (x) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Bond Indenture, as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Bond Indenture, as to compliance with the Bond Indenture (Section 3.06 and 3.09); (xi) the identification to the Bond Trustee in an Officer’s Certificate of any Person with whom the Bond Issuer has contracted to perform its duties under the Bond Indenture (Section 3.07(a)); (xii) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Phase-In-Recovery Property (Section 3.07(h)); (xiii) the annual preparation and delivery of an Officer’s Certificate to the Bond Trustee, the Certificate Trustee and the Rating Agencies as to compliance with conditions and covenants under the Bond Indenture (Section 3.09); (xiv) the preparation and obtaining of documents and instruments required for the release of the Bond Issuer from its obligations under the Bond Indenture (Section 3.11(b)); (xv) the delivery of notice to the Bond Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(c) and 3.20); (xvi) the preparation of an Officer’s Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Bond Indenture under Section 4.01 of the Bond Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Bond Indenture (Sections 4.01 and 4.02); (xvii) the furnishing to the Bond Trustee of (i) each Record Date and (ii) the names and addresses of Bondholders during any period when the Bond Trustee is not the Bond Registrar (Section 7.01); (xviii) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Bond Issuer, the Administrative Trustee or the Certificate Trustee (as the case may be), the filing with the Commission and any applicable state agencies, the rating agencies, the Bond Trustee and/or the certificate trustee of the annual reports, periodic reports, applications, certificates and other filings and of the information, documents, statements and other reports, including filings, statements and reports on behalf of the Trust Estate pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries or copies, as necessary, to the Bondholders (SectionSections 3.07(g), 3.07(h) and 7.03); (xix) the notification of the Bond Trustee if and when the Bonds are listed on any stock exchange (Section 7.04); (xx) the opening of one or more segregated trust accounts in the Bond Trustee’s name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03); (xxi) the preparation of Issuer Requests and Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05); (xxii) the preparation of Issuer Orders and the obtaining of Officers’ Certificates with respect to the execution of supplemental bond indentures (Sections 9.01 and 9.02); (xxiii) the preparation of new Bonds conforming to any supplemental bond indenture (Section 9.04); (xxiv) the preparation of all Officer’s Certificates and Independent Certificates with respect to any requests by the Bond Issuer to the Bond Trustee to take any action under the Bond Indenture (Section 11.01(a)); (xxv) the preparation and delivery of Officers’ Certificates for the release of property from the lien of the Bond Indenture (Section 11.01(b)); (xxvi) the notification of the Bond Trustee of any notice received by the Bond Issuer from the Bondholders (Section 11.04); and (xxvii) the recording of the Bond Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14). (b) The Administrator shall also furnish the Bond Issuer with ordinary clerical, bookkeeping and other corporate administrative services necessary and appropriate for the Bond Issuer, including, without limitation, the following services: (i) maintain at the facilities (referenced in Section 2.01 below) general accounting records of the Bond Issuer (the “Account Records”), subject to year-end audit, in accordance with generally accepted accounting principles, separate and apart from its own accounting records, prepare or cause to be prepared such quarterly and annual financial statements as may be necessary or appropriate and arrange for year-end audits of the Bond Issuer’s financial statements by the Bond Issuer’s independent accountants; (ii) prepare for execution by the Bond Issuer and cause to be filed such income, franchise or other tax returns of the Bond Issuer as shall be required to be filed by applicable law (the “Tax Returns”) and cause to be paid on behalf of the Bond Issuer from the Bond Issuer’s funds any taxes required to be paid by the Bond Issuer under applicable law; (iii) prepare or cause to be prepared for execution by the Bond Issuer’s Managers minutes of the meetings of the Bond Issuer’s Managers and such other documents deemed appropriate by the Bond Issuer to maintain the separate limited liability company existence and good standing of the Bond Issuer (the “Company Minutes”) or otherwise required under the Related Agreements (together with the Account Records, the Tax Returns, the Company Minutes, the LLC Agreement, and the Certificate of Formation, the “Bond Issuer Documents”); and any other documents deliverable by the Bond Issuer thereunder or in connection therewith; and (iv) hold, maintain and preserve at the facilities (or such other place as shall be required by any of the Related Agreements) executed copies (to the extent applicable) of the Bond Issuer Documents and other documents executed by the Bond Issuer thereunder or in connection therewith. (c) To the full extent allowable under applicable law, the Administrator shall enforce each of the rights of the Bond Issuer under the Related Agreements; (d) The Administrator shall provide for the defense, at the direction of the Bond Issuer’s Managers, of any action, suit or proceeding brought against the Bond Issuer or affecting the Bond Issuer or any of its assets.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including (i) the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture, (ii) any indemnities owed to the Indenture Trustee by the Asset Representations Reviewer but not paid because of the limitation set forth in Section 5.04 of the Asset Representations Review Agreement and (iii) including any fees and expenses incurred in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Administrator under this Agreement; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify and hold harmless the Owner Trustee and any of its officers, directors, employees and agents for, and to hold them harmless against, any losses, liabilities, claims, actions, suits, damages, costs, taxes or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification obligation of the Administrator) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (G) each of the foregoing indemnities shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, or the termination of this Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2013 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement); (GG) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) and Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); and (HH) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of ManhattanIndenture Trustee, the City of New YorkCalculation Agent and the Owner Trustee and the other Indemnified Parties for, for registration of transfer and hold each harmless against, any losses, liability or exchange of Notes (Section 3.2 of expense to the Indenture); (G) extent the duty Indenture Trustee, the Calculation Agent or the Owner Trustee or the other Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionAgreement, as applicable.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Grantor Trust under the Indenture and the Grantor Trust Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement and the Note Depository Receivables Contribution Agreement. The Administrator shall monitor the performance of the Grantor Trust and shall advise the Grantor Trust Trustee when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement and the Grantor Trust Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Grantor Trust or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Grantor Trust to prepare, file or deliver pursuant to the Indenture, the Servicing Agreement, the Trust Agreement, the Grantor Trust Agreement and the Note Depository Agreement, as applicable. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of (i) the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable) and (ii) the Grantor Trust to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Grantor Trust Agreement (references are to sections of the Indenture and the Grantor Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the preparation of or obtaining of the documents and instruments required for the exchange of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final payment of principal payment of and interest on their Notes (Section 2.7(d2.7(e) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattanpreparation, the City execution and the delivery on behalf of New York, for registration the Grantor Trust of transfer any agreement or exchange certificate pursuant to any Forward Commitment Transfers in connection with the sale of Notes a Charged-Off Receivable (Section 3.2 2.3(b) of the IndentureServicing Agreement); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Collateral (Section 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Collateral (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before April 30 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2022 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity or the Grantor Trust Estate has contracted to perform its duties under the Indenture (SectionSection 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Termination Event pursuant to the Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Termination Event, each default by the Servicer under the Servicing Agreement, each default by the Depositor under the Receivables Transfer Agreement and each default by the Seller under the Receivables Purchase Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) [reserved]; (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee and the Paying Agent with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar or the Notes are not issued as Book-Entry Notes (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the Grantor Trust and the filing with Commission, any applicable state agencies and the Indenture Trustee of additional information, documents and reports required to be filed on a periodic basis with, and summaries thereof, as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary to Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies, the Grantor Trust and the Indenture Trustee with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(l) of the Trust Agreement); (HH) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(l) of the Trust Agreement (Section 3.4(q) of the Trust Agreement); (II) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); (JJ) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement); (KK) the duty to cause the Grantor Trust to request such information as is necessary to determine the obligations under the Grantor Trust Agreement pursuant to FATCA provisions (Section 3.4(g) of the Grantor Trust Agreement); (LL) the duty to determine whether a transfer of the Grantor Trust Certificate complies with Section 3.4(g) through Section 3.4(h) of the Grantor Trust Agreement (Section 3.4(l) of the Grantor Trust Agreement); and (MM) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Grantor Trust Agreement). (ii) If Carvana is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2015 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement); (GG) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i), Section 3.4(j) and Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (HH) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (II) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (ED) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GE) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HF) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c3.03); (G) of the Indenture); (I) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04);

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2011 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement and the IndentureAgreement. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take take, in the name and on behalf of the Issuer or the Owner Trustee, all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take take, if any, pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 2.5); (B) the determination as to whether the requirements of UCC Section 8-401(1) are met and the Indenturepreparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.8(b)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral property from the lien of the Indenture (Section 2.9 of the Indenture2.10); (EF) the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of the Clearing Agency (Section 2.12 of the Indenture2.13); (FG) the maintenance of an office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2 of the Indenture3.2); (GH) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HI) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IJ) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Indenture Trust Estate (SectionSection 3.4); (K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to 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 3.7(b)); (N) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10); (P) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19); (R) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto (Section 4.1); (S) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.2); (T) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (W) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3); (AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5); (AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (ED) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of ManhattanSt. Xxxx, the City of New YorkMinnesota, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GE) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c3.03); (F) of the Indenture); (H) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2025 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officer’s Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture); (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to promptly prepare any necessary amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents if the Depositor is not the sole Certificateholder following the Closing Date (Section 3.4(d) of the Trust Agreement); (HH) the duty to cause the Certificateholders (or beneficial owners thereof) to provide such information as is necessary to determine the withholding tax obligations under the Trust Agreement (Sections 3.4(j) and (k) of the Trust Agreement); (II) the duty to determine whether a transfer of a Certificate complies with Sections 3.4(b), (i) through (l) and (t) of the Trust Agreement (Section 3.4(p) of the Trust Agreement); (JJ) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (KK) the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement). (ii) For so long as Ally Bank is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Bank is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2014 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository AgreementAdministrator. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Owner Trustee's duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.05); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.08(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureNoteholders with respect to special payment dates, if any (Section 2.08(c)); (D) the preparation, preparation of or obtaining or filing of the instruments, opinions documents and certificates and other documents instruments required for authentication of the release Notes and delivery of Collateral the same to the Indenture Trustee (Section 2.9 of the Indenture2.02); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GF) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and Article IX of the Sale and Servicing Agreement (Section 3.14); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.11(b)); (O) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Depositor under the Sale and Servicing Agreement (Section 3.19); (P) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (V) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.04 and 8.05); (W) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (X) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05); (Y) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (Z) the preparation and delivery of all Officer's Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01); (AA) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (BB) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (CC) the recording of the Indenture, if applicable (Section 11.15); and (DD) the delivery to each Noteholder of such information as may be required to enable such holder to prepare its federal and state tax returns (Section 6.06). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its officers, directors, agents and employees and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense (including attorney's fees and expenses) incurred by it in connection with the administration of the trust created by the Indenture and the performance of its duties under the Indenture; provided, that, the Administrator need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith; and (D) pay the Owner Trustee (and any Indemnified Party, as defined in Section 8.02 of the Trust Agreement) any amounts owed to it under Section 8.01 or 8.02 of the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officers’ Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including (i) the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture, (ii) any indemnities owed to the Indenture Trustee by the Asset Representations Reviewer but not paid because of the limitation set forth in Section 5.04 of the Asset Representations Review Agreement and (iii) including any fees and expenses incurred in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Administrator under this Agreement; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify and hold harmless the Owner Trustee and any of its officers, directors, employees and agents for, and to hold them harmless against, any losses, liabilities, claims, actions, suits, damages, costs, taxes or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification obligation of the Administrator) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (G) each of the foregoing indemnities shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, or the termination of this Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03);; ​ (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); ​ (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); ​ ​ (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including (i) the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture, (ii) any indemnities owed to the Indenture Trustee by the Asset Representations Reviewer but not paid because of the limitation set forth in Section 5.04 of the Asset Representations Review Agreement and (iii) including any fees and expenses incurred in connection with any proceedings brought by the ​ ​ Indenture Trustee to enforce the indemnification obligations of the Administrator under this Agreement; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (F) indemnify and hold harmless the Owner Trustee and any of its officers, directors, employees and agents for, and to hold them harmless against, any losses, liabilities, claims, actions, suits, damages, costs, taxes or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification obligation of the Administrator) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement; and (G) each of the foregoing indemnities shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, or the termination of this Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the addition to its duties of the Issuing Entity performed under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture Trust Agreement, Sale and Servicing Agreement and the Trust Agreement Indenture (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (Ai) The Administrator shall notify the preparation Owner Trustee if the Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust's payments (or allocations of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments income) to the Indenture Trustee (Section 2.2 of the Indenture)a Certificateholder; (Bii) the duty to cause the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give the Securities Administrator and 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 of the Indenture4.02); (Ciii) causing the preparation of the notification Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the IndentureSections 4.02 and 4.03); (Div) if requested (and with sufficient instruction from the preparationDepositor), obtaining or filing causing the preparation of an Issuer Order and related documents for authentication of the instrumentsNotes, opinions and certificates and other documents required for the release of Collateral (Section 2.9 executing such Issuer Order on behalf of the IndentureIssuer and causing delivery of the same to the Securities Administrator (Sections 4.02 and 4.08); (Ev) causing the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of any Clearing Agency (including the preparation of any temporary notes), (Section 2.12 of the Indenture4.14); (Fvi) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (Gvii) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Securities Administrator and the Indenture Trustee and the duty to cause newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee Securities Administrator the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hviii) notifying the direction Paying Agent to pay to the Indenture Trustee to deposit monies with Securities Administrator all sums held in trust by the Paying Agents, if any, other than the Indenture Trustee Agent (Section 3.3(c) of the Indenture3.03); (Iix) the obtaining and preservation notification to the Owner Trustee of the Issuing Entity’s qualification Issuer's non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Administrator of such non-compliance (Sections 3.09 and Section 3.23); and (x) if necessary, the mailing to do business the Noteholders of notices with respect to their consent to any supplemental indentures (Section 9.02); (b) The Administrator agrees to notify the Depositor not later than thirty (30) days prior to the date on which the Depositor is required to deliver the annual Opinion of Counsel and Officer's Certificate on behalf of the Issuer in each jurisdiction in which accordance with Section 2(a)(vi) below. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such qualification is transactions or dealings shall be necessary in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to protect the validity Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and enforceability of have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, the Notesincluding, without limitation, the Collateral right to compensation, reimbursement and each other instrument and agreement included in the Trust Estate (Sectionindemnification.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Owner Trustee's duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept and to give notifying 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 of the Indenture2.5); (CB) the preparation of the notification of notifying the Noteholders of the final principal payment on their Notes (Section 2.7(d2.8(e)); (C) preparing or obtaining the documents and instruments required for authentication of the IndentureNotes and delivering the same to the Indenture Trustee (Section 2.2); (D) the preparationpreparing, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.10); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the Indenture3.2); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HG) the direction to directing the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IH) the obtaining and preservation of preserving the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (I) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and taking such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (J) delivering the Opinion of Counsel on the Closing Date and annually delivering Opinions of Counsel as to the Trust Estate, and annually delivering the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (K) identifying to the Indenture Trustee in an Officer's Certificate a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (L) notifying the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to remedy such failure (Section 3.7(d)); (M) causing the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, and 4.9 and Article VII of the Sale and Servicing Agreement (Section 3.13); (N) preparing and obtaining documents and instruments required for the conveyance or transfer of any of the Issuer's properties or assets (Section 3.10(b)); (O) delivering written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Issuer, the Servicer or the Seller under the Sale and Servicing Agreement, by the Seller or Mitsubishi Motors Credit of America, Inc. under the Purchase Agreement (Section 3.18); (P) monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture and preparing an Officer's Certificate and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (Q) delivering to the Noteholders and the Note Owners any Officer's Certificate received from the Issuer regarding the default in the observance or performance of any material covenant or agreement of the Issuer made in the Indenture or the breach of any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant to the Indenture (Sections 5.1 and 7.4(b)); (R) complying with any written direction of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (S) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and appointing a successor Indenture Trustee (Section 6.8); (T) preparing any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (U) furnishing the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (V) preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission (the "Commission"), any applicable state agencies and the Indenture Trustee, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and transmitting such summaries, as necessary, to the Noteholders (Section 7.3); (W) delivering to the Noteholders of Officer's Certificates and reports, if any, delivered to the Indenture Trustee pursuant to Sections 3.10 and 3.11 of the Sale and Servicing Agreement (Section 7.4); (X) opening one or more accounts in the Issuer's name, preparing and delivering Issuer Orders, Officer's Certificates and 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); (Y) preparing an Issuer Request and Officer's Certificate and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (Z) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures and mailing to the Noteholders and to the Rating Agencies notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AA) executing and delivering new Notes conforming to any supplemental indenture (Section 9.6); (BB) notifying the Noteholders and the Rating Agencies of redemption of the Notes or causing the Indenture Trustee to provide such notification (Section 10.1); (CC) preparing and delivering all Officer's Certificates and Opinions of Counsel and obtaining any 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)); (DD) preparing and delivering Officer's Certificates and obtaining any Independent Certificates necessary for the release of property from the lien of the Indenture (Section 11.1(b)); (EE) notifying the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4); (FF) preparing and delivering to the Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6); (GG) recording the Indenture, if applicable (Section 11.15); and (HH) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee (in its individual and trust capacities) and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Owner Trustee's duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept and to give notifying 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 of the Indenture2.5); (CB) the preparation of the notification of notifying the Noteholders of the final principal payment on their Notes (Section 2.7(d2.8(e)); (C) preparing or obtaining the documents and instruments required for authentication of the IndentureNotes and delivering the same to the Indenture Trustee (Section 2.2); (D) the preparationpreparing, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.10); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the Indenture3.2); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HG) the direction to directing the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IH) the obtaining and preservation of preserving the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (I) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and taking such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (J) delivering the Opinion of Counsel on the Closing Date and annually delivering Opinions of Counsel as to the Trust Estate, and annually delivering the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (K) identifying to the Indenture Trustee in an Officer's Certificate a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (L) notifying the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to remedy such failure (Section 3.7(d)); (M) causing the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, and 4.11 and Article VII of the Sale and Servicing Agreement (Section 3.14); (N) preparing and obtaining documents and instruments required for the release of the Issuer from its properties or assets (Section 3.10(b)); (O) delivering written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Issuer, the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or Mitsubishi Motors Credit of America, Inc. under the Purchase Agreement (Section 3.19); (P) monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture and preparing an Officer's Certificate and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (Q) delivering to the Noteholders and the Note Owners any Officer's Certificate received from the Issuer regarding the default in the observance or performance of any material covenant or agreement of the Issuer made in the Indenture or the breach of any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant to the Indenture (Sections 5.1 and 7.4(b)); (R) complying with any written direction of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (S) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and appointing a successor Indenture Trustee (Section 6.8); (T) preparing any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (U) furnishing the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (V) preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission, (the "Commission") any applicable state agencies and the Indenture Trustee, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and transmitting such summaries, as necessary, to the Noteholders (Section 7.3); (W) delivering to the Noteholders of Officer's Certificates and reports, if any, delivered to the Indenture Trustee pursuant to Section 3.10 and 3.11 of the Sale and Servicing Agreement (Section 7.4); (X) opening one or more accounts in the Issuer's name, preparing and delivering Issuer Orders, Officer's Certificates and 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); (Y) preparing an Issuer Request and Officer's Certificate and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (Z) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures and mailing to the Noteholders and to the Rating Agencies notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AA) executing and delivering new Notes conforming to any supplemental indenture (Section 9.6); (A2) notifying the Noteholders and the Rating Agencies of redemption of the Notes or causing the Indenture Trustee to provide such notification (Section 10.1); (B2) preparing and delivering all Officer's Certificates and Opinions of Counsel and obtaining any 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. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the addition to its duties of the Issuing Entity to be performed under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture Trust Agreement, Sale and Servicing Agreement and the Trust Agreement Indenture (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (Ai) the preparation Administrator shall notify the Owner Trustee if the Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments income) to the Indenture Trustee (Section 2.2 of the Indenture)a Certificateholder; (Bii) the duty to cause the Note Register to be kept kept, if the Issuer assumes the duties of Note Registrar, and to give the Securities Administrator and 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 of the Indenture4.02); (Ciii) causing the preparation of the notification Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the IndentureSections 4.02 and 4.03); (Div) if requested (and with sufficient instruction from the preparationDepositor), obtaining or filing causing the preparation of an Issuer Order and related documents for authentication of the instrumentsNotes, opinions and certificates and other documents required for the release of Collateral (Section 2.9 executing such Issuer Order on behalf of the IndentureIssuer and causing delivery of the same to the Securities Administrator (Sections 4.02 and 4.08); (Ev) causing the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of any Clearing Agency (including the preparation of any temporary notes), (Section 2.12 of the Indenture4.14); (Fvi) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (Gvii) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Securities Administrator and the Indenture Trustee and the duty to cause newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee Securities Administrator the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hviii) notifying the direction Paying Agent to pay to the Indenture Trustee to deposit monies with Securities Administrator all sums held in trust by the Paying Agents, if any, other than the Indenture Trustee Agent (Section 3.3(c) of the Indenture3.03); (Iix) the obtaining and preservation notification to the Owner Trustee of the Issuing EntityIssuer’s qualification non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Administrator of such non-compliance (Sections 3.09 and Section 3.23); and (x) if necessary, the mailing to do business the Noteholders of notices with respect to their consent to any supplemental indentures (Section 9.02); (b) The Administrator agrees to notify the Depositor not later than thirty (30) days prior to the date on which the Depositor is required to deliver the annual Opinion of Counsel and Officer’s Certificate on behalf of the Issuer in each jurisdiction in which accordance with Section 2(a)(vi) below. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such qualification is transactions or dealings shall be necessary in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to protect the validity Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and enforceability of have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, the Notesincluding, without limitation, the Collateral right to compensation, reimbursement and each other instrument and agreement included in the Trust Estate (Sectionindemnification.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Servicer or Seller under the Sale and Servicing Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (Q) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (R) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (S) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (T) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (U) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (V) the preparation of an Issuing Entity Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (W) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (X) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Y) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (Z) the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (AA) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (BB) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (CC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (DD) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the addition to its duties of the Issuing Entity performed under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture Trust Agreement, Sale and Servicing Agreement and the Trust Agreement Indenture (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (Ai) the preparation Administrator shall notify the Owner Trustee if the Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments income) to the Indenture Trustee (Section 2.2 of the Indenture)a Certificateholder; (Bii) the duty to cause the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give the Securities Administrator and 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 of the Indenture4.02); (Ciii) causing the preparation of the notification Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the IndentureSections 4.02 and 4.03); (Div) if requested (and with sufficient instruction from the preparationDepositor), obtaining or filing causing the preparation of an Issuer Order and related documents for authentication of the instrumentsNotes, opinions and certificates and other documents required for the release of Collateral (Section 2.9 executing such Issuer Order on behalf of the IndentureIssuer and causing delivery of the same to the Securities Administrator (Sections 4.02 and 4.08); (Ev) causing the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of any Clearing Agency (including the preparation of any temporary notes), (Section 2.12 of the Indenture4.14); (Fvi) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (Gvii) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Securities Administrator and the Indenture Trustee and the duty to cause newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee Securities Administrator the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hviii) notifying the direction Paying Agent to pay to the Indenture Trustee to deposit monies with Securities Administrator all sums held in trust by the Paying Agents, if any, other than the Indenture Trustee Agent (Section 3.3(c) of the Indenture3.03); (Iix) the obtaining and preservation notification to the Owner Trustee of the Issuing EntityIssuer’s qualification non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Administrator of such non-compliance (Sections 3.09 and Section 3.23); and (x) if necessary, the mailing to do business the Noteholders of notices with respect to their consent to any supplemental indentures (Section 9.02). (b) The Administrator agrees to notify the Depositor not later than thirty (30) days prior to the date on which the Depositor is required to deliver the annual Opinion of Counsel and Officer’s Certificate on behalf of the Issuer in each jurisdiction in which accordance with Section 2(a)(vi) below. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such qualification is transactions or dealings shall be necessary in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to protect the validity Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and enforceability of have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, the Notesincluding, without limitation, the Collateral right to compensation, reimbursement and each other instrument and agreement included in the Trust Estate (Sectionindemnification.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is are the duty duties of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable):the Transfer and Servicing Agreement and the Indenture: (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (Bi) the duty to cause the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 2.04 of the Indenture); (Cii) the preparation duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the notification Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location of the Noteholders Certificate Register (Section 3.03 of the final principal payment on their Notes (Section 2.7(d) of the IndentureTrust Agreement); (Diii) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) causing the preparation of Definitive Notes in accordance with the instructions of any Clearing Agency, the duty to attempt to locate a qualified successor to the Clearing Agency, if necessary, and arranging the delivery thereof preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency (Section 2.12 of the Indenture); (Fiv) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the Notes (Section 3.2 3.02 of the Indenture); (Gv) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.08 of the Trust Agreement); (vi) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Indenture Trustee and the duty to cause newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Indenture Trustee all sums held in trust by the Paying Agent (Section 3.03 of the Indenture); (viii) the calculation of accrual of original issue discount, market discount, and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (Hix) the direction execution of all supplements, amendments, instruments of further assurance and other instruments prepared by the Depositor and delivered to the Administrator for execution necessary to protect the Collateral (Section 3.05 of the Indenture); (x) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee to deposit monies with Paying Agents, if any, other than and each Rating Agency of an Event of Default under the Indenture Trustee Transfer Servicing Agreement (Section 3.3(c3.07(d) of the Indenture); (Ixi) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each default by the Master Servicer or the Servicer, as applicable, under the Transfer and Servicing Agreement (Section 3.19 of the Indenture); (xii) the obtaining and preservation furnishing of the Issuing EntityIndenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xiii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the Indenture); and (xiv) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement. (b) The Administrator shall take all appropriate action with respect to the following matters under the Indenture, the Trust Agreement and this Agreement: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04 and 2.07 of the Indenture); (iii) to provide notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture); and (v) the duties of agent or attorney-in-fact for the purposes of filing amendments and continuation statements for the Issuer (Section 3.05 of the Indenture). (c) The Administrator shall perform, or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar. (d) The Administrator, as Paying Agent, shall perform the duties of the Indenture Trustee specified in Section 4.1 of the Transfer and Servicing Agreement required to be performed in connection with the Note Account. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s qualification opinion, no less favorable to do business the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification. The Administrator shall not be required to take notice or be deemed to have notice or knowledge of (a) any Event of Default or Default under the Indenture, (b) any Event of Default under the Transfer and Servicing Agreement or (c) any Swap Default or any Swap Counterparty Trigger Event, unless a Responsible Officer of the Administrator assigned to and working in each jurisdiction in which its corporate trust department obtains actual knowledge of any such qualification is event or default or shall be necessary have received written notice thereof. In the absence of such actual knowledge or written notice, the Administrator is entitled to protect conclusively assume that no such event or default has occurred. The Administrator shall have no responsibility to prepare or file any tax return with respect to the validity and enforceability Issuer, but shall, pursuant to Section 6.06 of the Indenture, deliver to each Noteholder such information with respect to the NotesNotes as may be required to enable such holder to prepare its federal and state income tax returns and shall file such information returns with the Internal Revenue Service with respect to payments or accruals of interest on the Notes as are required to be filed under the Code or applicable Treasury Regulations. The Administrator in its capacity as the Certificate Registrar, and upon a request received from the Collateral and each other instrument and agreement included Owner Trustee, shall promptly notify the Certificateholder of (i) any change in the Corporate Trust Estate Office of the Owner Trustee, (Sectionii) any amendment to the Trust Agreement requiring notice be given to the Certificateholder and (iii) any other notice required to be given to the Certificateholder by the Owner Trustee under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of (or obtaining of) the documents and instruments required for issuance of the Notes (if not prepared or obtained by the Issuer), including the Officer's Issuance Certificate and Opinion of Counsel to be delivered in connection with the issuance of each series of Notes, the coordination with the holders of the Revolving Notes of all borrowings under the Revolving Notes and all matters relating to such borrowings, and the preparation of (or obtaining of) the documents and instruments required for authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.1); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.4); (C) the preparation of the notification of the Noteholders of each series of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.7(c)); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.9); (E) the preparation of Definitive Term Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.12); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (I) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (J) the preparation of all supplements, amendments, financing statements, continuation statements, assignments, certificates, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers' Certificate, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicing Default under the Trust Sale and Servicing Agreement and, if such Servicing Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.11(b)); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicing Default, any Insolvency Event with respect to the Seller, each default on the part of the Seller or the Servicer of their respective obligations under the Trust Sale and Servicing Agreement and each default on the part of the Original Seller or the Servicer of their respective obligations under the Pooling and Servicing Agreement (Section 3.19); (P) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture, the preparation of an Officers' Certificate, the obtaining of the Opinion of Counsel and, if necessary, an Independent Certificate relating thereto (Section 4.1); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4(a)); (R) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (S) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (T) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (U) the notification of the Indenture Trustee of the listing or delisting of the Notes of any series on any stock exchange, if and when such Notes are so listed or delisted (Section 7.4(a)); (V) the opening of one or more accounts in the Issuer's name, the preparation of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3); (W) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (Y) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.6); (Z) the notification of Noteholders and the Rating Agencies of the redemption of any Notes subject to redemption or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2); (AA) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (BB) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (CC) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4); (DD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (EE) the recording of the Indenture, if applicable, and the obtaining of an Opinion of Counsel as required pursuant to Section 11.15 (Section 11.15). (ii) The Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.02 of the Pooling and Servicing Agreement and Section 7.1 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement and the IndentureAgreement. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take take, in the name and on behalf of the Issuer, all appropriate action that it is the duty of the Issuing Entity Issuer to take take, pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication execution of the Notes and delivery of such documents or instruments the same to the Indenture Trustee for authentication (Section 2.2 of the Indenture2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.5); (C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the notification Indenture Trustee to authenticate and deliver replacement Notes in lieu of the Noteholders of the final principal payment on their mutilated, destroyed, lost or stolen Notes (Section 2.7(d) of the Indenture2.6); (D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b)); (E) the preparation, obtaining or filing of the Issuer Requests, instruments, opinions and certificates and other documents required for the release of Collateral property from the lien of the Indenture (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.10); (F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13); (G) the maintenance and notice of an location of the office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2 of the Indenture3.2); (GH) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture)); (HI) the direction delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3(d)); (IJ) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e)); (K) the maintenance of the Trust's status as a business trust and the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Indenture Trust Estate (SectionSection 3.4); (L) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)); (M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (N) the identification to 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 3.7(b)); (O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e)); (Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f)); (R) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10); (S) the delivery of a letter for release (Section 3.11(b); (T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14); (U) upon the request of the Indenture Trustee, the execution and delivery of any instruments and the undertaking of any actions reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17); (V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19); (W) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1); (X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.2); (Y) the demand to remit monies (Section 4.4)); (Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16); (AC) the payment of expenses and costs to the Indenture Trustee (Section 6.7);

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to shall perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing EntityIssuer’s or the Owner Trustee’s duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it the Issuer or the Owner Trustee is the duty of the Issuing Entity obligated to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.5); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.8(e)); (C) the preparation of or obtaining of the Indenturedocuments and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions and opinions, certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.10); (F) the maintenance of an office or agency in the Borough of Manhattan, the The City of New York, where Notes may be surrendered for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (I) the obtaining and preservation of the Issuing EntityIssuer’s existence and qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Trust Estate (SectionSection 3.4); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (N) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section 4.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 6.13); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (EE) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a), (c), (d) and (e)); (HH) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Sxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. The Trust hereby retains the Administrator to act as administrator of the Trust, subject to the supervision and directions of the Board of Trustees of the Trust as herein set forth. Subject to the supervision and direction of PIM, the Administrator shall perform or arrange for the performance of the following administrative and clerical services: (a) Duties Calculate or arrange for the calculation and publication of the Trust's net asset value in accordance with Respect the Trust's policy as adopted from time to time by the Board of Trustees; (b) Maintain, or arrange for the maintenance of, certain books and records of the Trust, as mutually agreed upon between the parties hereto, that are required under the Investment Company Act; (c) Provide the Trust with administrative offices and data processing facilities as well as the services of persons competent to perform such administrative and clerical functions as are necessary to provide effective operation of the Trust; (d) Maintain the Trust's expense budget and monitor expense accruals; (e) Arrange for payment of the Trusts' expenses, as PIM directs, which may include calculation of various contractual expenses of the Trust's service providers, and the review and approval of invoices for the Trust's account and submission to a Trust officer for authorization of payment in a manner to be agreed upon; (f) Oversee and review calculations of fees paid to the Note Depository Agreement Administrator, PIM, the transfer agent and the Indenture.custodian; (g) Compute the Trust's yield, total return, expense ratios and portfolio turnover rate as well as various Trust statistical data as reasonably requested; (h) Prepare, for review and approval by officers of the Trust, financial information for the Trust's semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Trust shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (i) The Administrator agrees Prepare reports relating to perform all its duties as Administrator the business and the duties affairs of the Issuing Entity under Trust as may be mutually agreed upon and not otherwise appropriately prepared by PIM or the IndentureTrust's custodian, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity counsel or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)auditors; (Bj) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the locationPrepare, or change in locationarrange for preparation for review, approval and execution by officers of the Note Register (Section 2.4 of Trust, the Indenture)Trust's federal, state and local income tax returns, and any other required tax returns, as may be mutually agreed upon; (Ck) Calculate the preparation Trust's annual net investment income (including net realized short-term capital gain) and net realized long-term capital gain to determine the Trust's minimum annual distributions to shareholders and the tax and accounting treatment of such distributions on a per share basis, to be reviewed by the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture)Trust's independent public accountants; (Dl) the preparation, obtaining or filing Prepare for review by an officer of the instrumentsTrust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission (the "SEC") on Form N-CSR and Form N-2 and such other reports, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture)forms or filings, as may be mutually agreed upon; (Em) Prepare such financial information and reports as may be required by any stock exchange or exchanges on which the preparation of Definitive Notes Trust's shares are listed, and arranging the delivery thereof (Section 2.12 of the Indenture)such other information and reports required by such stock exchanges as may be mutually agreed upon; (Fn) Prepare such financial information and reports as may be required by any banks from which the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture)Trust borrows funds; (Go) Prepare reports related to the duty to cause newly appointed Paying AgentsTrust's preferred stock, if any, to deliver to the Indenture Trustee the instrument specified as required by rating agencies; (p) Assist in the Indenture regarding funds held in trust (preparation and filing of Forms 3, 4 and 5 pursuant to Section 3.3(c16 of the Securities Exchange Act of 1934 and Section 30(f) of the Indenture)Investment Company Act for the officers and trustees of the Trust, such filings to be based on information provided by those persons and PIM; (Hq) Coordinate the direction performance of administrative and professional services rendered to the Indenture Trustee Trust by others, including its custodian, registrar, transfer agent, dividend disbursing agent and dividend reinvestment plan agent, as well as auditing and such other services as may from time to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture)time be mutually agreed; (Ir) Consult as necessary with the obtaining Trust's officers, independent accountants, legal counsel, custodian and preservation transfer and dividend disbursing agent in establishing the accounting policies of the Issuing Entity’s qualification Trust; (s) Review implementation of any stock purchase or dividend reinvestment programs authorized by the Board of Trustees; (t) Provide such assistance to do PIM, the custodian and the Trust's counsel and auditors as generally may reasonably be required to properly carry on the business and operations of the Trust; (u) Respond to, or refer to PIM, the Trust's officers or transfer agent, shareholder inquiries relating to the Trust; and (v) Provide such certifications as the Trust shall reasonably require in each jurisdiction connection with the contract required under Section 302 and 901 of the Xxxxxxxx-Xxxxx Act and the implemented regulations of the SEC. PIM agrees to deliver and to use its reasonable commercial efforts to cause the custodian to deliver, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator's performance of its duties and responsibilities hereunder, including but not limited to, daily records of transactions, valuation of investments in United States dollars (which may be based on information provided by a pricing service) and expenses borne by the Trust, the Trust's management letter to stockholders and such qualification is or other information necessary for the Administrator to prepare the above referenced reports and filings, and the Administrator shall be necessary entitled to protect rely on the validity accuracy and enforceability completeness of such information in performing its duties hereunder. All services are to be furnished through the medium of any officer or employee of the IndentureAdministrator as the Administrator deems appropriate in order to fulfill its obligations hereunder. Each party shall bear all its own expenses incurred in connection with this Agreement. Printing and dissemination expenses, such as those for reports to shareholders and proxy statements, shall be expenses of the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionTrust.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2024 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officer’s Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture); (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents if the Depositor is no longer the sole Certificateholder (Section 3.4(d) of the Trust Agreement); (HH) the duty to cause the Certificateholders (or beneficial owners thereof) to provide such information as is necessary to determine the withholding tax obligations under the Trust Agreement (Sections 3.4(j) and (k) of the Trust Agreement); (II) the duty to determine whether a transfer of a Certificate complies with Sections 3.4(b), (i) through (l) and (t) of the Trust Agreement (Section 3.4(p) of the Trust Agreement); (JJ) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (KK) the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement). (ii) For so long as Ally Bank is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Bank is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNissan 2016-C Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2019 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture); (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to cause the Certificateholders (or beneficial owners thereof) to provide such information as is necessary to determine the withholding tax obligations under the Trust Agreement (Sections 3.4(j) and (k) of the Trust Agreement); (HH) the duty to determine whether a transfer of a Certificate complies with Sections 3.4(b), (i), (l) and (t) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (II) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (JJ) the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement). (ii) For so long as Ally Bank is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Bank is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing EntityIssuer’s or the Owner Trustee’s duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it the Issuer, the Indenture Trustee or the Owner Trustee is the duty of the Issuing Entity obligated to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.5); (Ciii) the preparation of the notification of the to Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.8(e)); (Div) the preparation or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (v) the preparation, obtaining or filing of the instruments, opinions and opinions, certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.10); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (Fvi) the maintenance of an office or agency in Minneapolis, Minnesota where the Borough of Manhattan, the City of New York, Notes may be surrendered for registration of transfer or exchange of Notes by the Indenture Trustee (Section 3.2 of 3.2) unless the Indenture)Paying Agent is the Indenture Trustee; (Gvii) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (Hviii) the direction to the Indenture Trustee Paying Agent to deposit monies with the Indenture Trustee unless the Paying Agents, if any, other than Agent is the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (Iix) the obtaining and preservation of the Issuing EntityIssuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Trust Estate (SectionSection 3.4); (x) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (xi) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (xii) the identification to the Indenture Trustee in an Officer’s Certificate of a Person, if any, with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (xiii) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (xiv) the duty to cause the Servicer to comply with the Sale and Allocation Agreement and the Servicing Agreement (Section 3.13); (xv) the preparation and delivery of written notice to the Indenture Trustee, the Insurer and the Rating Agencies of each Event of Default under the Indenture and each Event of Default by the Servicer or the Seller under the Sale and Allocation Agreement (Section 3.17); (xvi) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (xviii) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xix) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (xx) the furnishing to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxi) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3); (xxii) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel for the release of the Trust Estate (Sections 8.4 and 8.5); (xxiii) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiv) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxv) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (xxvi) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates for the release of property from the lien of the Indenture (Section 11.1(b) and Section 11.1(c)); (xxviii) the preparation and delivery of written notice to the Indenture Trustee, the Issuer, the Insurer and the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Related Agreements (Section 11.4); (xxix) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (xxx) the recording of the Indenture, if applicable (Section 11.14); (xxxi) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); and (xxxii) the monitoring of the Issuer’s obligations to furnish Rule 144A information (Section 3.20). (b) The Administrator shall, from its own funds and not from the funds of the Trust Estate: (i) comply with its obligations pursuant to Section 6.7(a) of the Indenture and indemnify the Indenture Trustee, the Custodian and their respective agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (ii) to the extent not promptly paid by the Issuer or the Depositor in accordance with the Sale and Allocation Agreement or the Trust Agreement as the case may be (including, without limitation, any obligation of the Issuer or Depositor, in the event either does not have funds sufficient to make payment on such obligation), indemnify the Owner Trustee, in its individual capacity and each of its agents for, and defend and hold them harmless against, any loss, liability or expense incurred without gross negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including, without limitation, the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement (the duties of the Administrator under this paragraph shall survive the resignation or removal of the Owner Trustee and the Administrator and the termination of this Agreement and the Trust Agreement).

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2016 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of (or obtaining of) the documents and instruments required for issuance of the Notes (if not prepared or obtained by the Issuer), including the Officer’s Issuance Certificate and Opinion of Counsel to be delivered in connection with the issuance of each series of Notes, the coordination with the holders of the Revolving Notes of all borrowings under the Revolving Notes and all matters relating to such borrowings, and the preparation of (or obtaining of) the documents and instruments required for authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee Authentication Agent (Section 2.2 of the IndentureSections 2.1 and 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.4); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture)Reserved; (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.9); (E) the preparation of Definitive Term Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.12); (F) the maintenance of an office in the Borough of Manhattan, place or places specified in the City of New York, related Officer’s Issuance Certificate for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (I) the obtaining and preservation of the Issuing EntityIssuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (J) the preparation of all supplements, amendments, financing statements, continuation statements, assignments, certificates, instruments of further assurance and other instruments, in accordance with Section 3.5(a) of the Indenture, necessary to protect the Trust Estate (Section 3.5(a)); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers’ Certificate, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicing Default under the Trust Sale and Servicing Agreement and, if such Servicing Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.11(b)); (O) the delivery of notice to the Indenture Trustee, and the Rating Agencies of each Event of Default under the Indenture, each Servicing Default, any Insolvency Event with respect to the Seller, each default on the part of the Seller or the Servicer of their respective obligations under the Trust Sale and Servicing Agreement and each default on the part of GMAC or the Servicer of their respective obligations under the Pooling and Servicing Agreement (Section 3.19); (P) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture, the preparation of an Officers’ Certificate, the obtaining of the Opinion of Counsel and, if necessary, an Independent Certificate relating thereto (Section 4.1); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4(a)); (R) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (S) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (T) the preparation and, after execution by the Issuer (if applicable), the filing with the Indenture Trustee and any other party named in an Officer’s Issuance Certificate any applicable reports or documents specified in such Officer’s Issuance Certificate (Section 7.3); (U) the notification of the Indenture Trustee of the listing of the Notes of any series on any stock exchange, if and when such Notes are so listed (Section 7.4(a)); (V) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3); (W) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (Y) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.6); (Z) the notification of Noteholders, and the Rating Agencies of the redemption of any Notes subject to redemption or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (CC) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4); (DD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (EE) the recording of the Indenture, if applicable, and the obtaining of an Opinion of Counsel as required pursuant to Section 11.15 (Section 11.15); and (FF) the administrator shall prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder. (ii) The Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.02 of the Pooling and Servicing Agreement and Section 7.1 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (ED) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of ManhattanMinneapolis, the City of New YorkMinnesota, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GE) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HF) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c3.03); (G) of the Indenture); (I) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04);

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2015 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement); (GG) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) and Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); and (HH) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Primary Duties with Respect to of the Note Depository Agreement and the IndentureAdministrator. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity’s duties Entity and the Owner Trustee under the IndentureRelated Agreements. Additionally, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Entity, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee is required to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (unless otherwise specified, references are to sections Sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the preparation of or obtaining of the documents and instruments required for execution and authentication of temporary Notes and delivery of the same to the Indenture Trustee (Section 2.03); (C) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.05); (D) the duty to cause the replacement of lost or mutilated Notes upon the request of the Issuing Entity (Section 2.06); (E) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.08(d)); (F) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.10); (EG) the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of the Clearing Agency (Section 2.12 of the Indenture2.13); (FH) the maintenance of an office in the Borough of ManhattanWilmington, the City of New YorkDelaware, for registration of and transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GI) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HJ) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IK) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the NotesNotes and the Collateral (Section 3.04); (L) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral (Section 3.05); (M) the delivery of an Opinion of Counsel on the Closing Date and annual Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (N) the identification in an Officer’s Certificate to the Indenture Trustee of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (O) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Collateral taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (P) the Issuing Entity’s duty to use all reasonable efforts to cause the Servicer to comply with Sections 4.09, 4.10, 4.11, 5.07(b) and Article IX of the Sale and Servicing Agreement (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee, Owner Trustee and each Rating Agency of each Event of Default under the Indenture and each default by the Servicer or the Depositor under the Sale and Servicing Agreement (Section 3.19); (R) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (S) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (T) the preparation of any written instruments required to give effect to the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee to the Noteholders (Sections 6.08 and 6.10); (U) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (V) receiving written notice from a Noteholder or Note Owner regarding possible exercise of its rights under the Basic Documents and delivering such notice to the Servicer for inclusion in a Form 10-D to be filed by the Servicer with the Commission (Section 7.02(e)); (W) the preparation and, after execution by the Issuing Entity, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03); (X) the preparation and delivery of Issuing Entity Orders, Officer’s Certificates and Opinions of Counsel and all other instrument actions necessary with respect to investment and agreement included reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.04); (Y) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.05 and 8.06); (Z) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, the mailing to the Noteholders and delivery to the Rating Agencies of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (AA) arranging for the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06); (BB) the duty to notify Noteholders and the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (CC) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (DD) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (EE) the notification of the Rating Agencies, upon the failure of the Issuing Entity or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (FF) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (GG) the recording of the Indenture, if applicable (Section 11.15); and (HH) under Section 3.02 of the Sale and Servicing Agreement, (1) providing notice of a breach of a representation or warranty made in Section 3.01(a) of the Sale and Servicing Agreement, (2) providing a Repurchase Request, and (3) referring any unresolved Repurchase Request for mediation or arbitration. (ii) The Administrator will: (A) pay the Indenture Trustee pursuant to Section 6.07 of the Indenture and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture and the other Basic Documents as agreed in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel; provided, that reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee and any Separate Trustee shall be subject to any limitations separately agreed upon before the date hereof between the Administrator and the Indenture Trustee and any Separate Trustee), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct; (C) indemnify the Indenture Trustee and any Separate Trustee (including in their individual capacities) and their officers, directors, employees, successors, assigns, agents and servants (collectively, the “IT Indemnified Parties”) as primary obligor from and against, any and all liabilities, obligations, losses, costs, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee or any other IT Indemnified Party of any indemnification or other obligation of the Administrator and other amounts owed to the Indenture Trustee pursuant to the Indenture) of any kind and nature whatsoever (collectively, “IT Expenses”) which may at any time be imposed on, incurred by, or asserted against any IT Indemnified Party in any way relating to or arising out of the Basic Documents or the action or inaction of any IT Indemnified Party, except only that the Administrator shall not be liable for or required to indemnify an IT Indemnified Party from and against IT Expenses arising or resulting from any of the matters described in the ninth sentence of Section 6.07 of the Indenture. The benefits under this Section 1 shall survive the resignation or termination of the Indenture Trustee or the termination of this Agreement. In any event of any third-party claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indenture Trustee’s choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably conditioned, or unreasonably withheld or delayed; (D) pay the Owner Trustee compensation for services rendered by the Owner Trustee pursuant to Section 8.01 of the Trust Agreement and reimburse the Owner Trustee for its reasonable and documented expenses including the reasonable and documented compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and duties under the Trust Agreement; provided, that reimbursement for expenses and disbursements of any legal counsel to the Owner Trustee in connection with the Closing Date shall be subject to limitations, if any, separately agreed upon before the date hereof between the Depositor (or any Affiliate thereof) and the Owner Trustee; and (E) indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants (collectively, the “OT Indemnified Parties”) as primary obligor from and against, any and all liabilities, obligations, losses, costs, damages, taxes, claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee or any other OT Indemnified Party of any indemnification or other obligation of the Administrator and other amounts owed to the Owner Trustee pursuant to the Trust Agreement) of any kind and nature whatsoever (collectively, “OT Expenses”) which may at any time be imposed on, incurred by, or asserted against any OT Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of any OT Indemnified Party, except only that the Administrator shall not be liable for or required to indemnify an OT Indemnified Party from and against OT Expenses arising or resulting from any of the matters described in the third sentence of Section 7.

Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement and the IndentureAgreement. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take take, in the name and on behalf of the Issuer, all appropriate action that it is the duty of the Issuing Entity Issuer to take take, pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication execution of the Notes and delivery of such documents or instruments the same to the Indenture Trustee for authentication (Section 2.2 of the Indenture2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.4 of the Indenture2.5); (C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the notification Indenture Trustee to authenticate and deliver replacement Notes in lieu of the Noteholders of the final principal payment on their mutilated, destroyed, lost or stolen Notes (Section 2.7(d) of the Indenture2.6); (D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b)); (E) the preparation, obtaining or filing of the Issuer Requests, instruments, opinions and certificates and other documents required for the release of Collateral property from the lien of the Indenture (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.10); (F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13); (G) the maintenance and notice of an location of the office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2 of the Indenture3.2); (GH) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture)); (HI) the direction delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3(d)); (IJ) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e)); (K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Indenture Trust Estate (SectionSection 3.4); (L) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)); (M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (N) the identification to 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 3.7(b)); (O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e)); (Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f)); (R) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10); (S) the delivery of a letter for release (Section 3.11(b)); (T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14); (U) upon the request of the Indenture Trustee, the execution and delivery of any instruments and the undertaking of any actions reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17); (V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19); (W) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1); (X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1); (Y) the demand to remit monies (Section 4.3); (Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16); (AC) the payment of expenses and costs to the Indenture Trustee (Section 6.7);

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement Indenture and the Note Depository AgreementAgreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement Indenture and the Note Depository AgreementAgreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties of the Issuer and the Owner Trustee under the Indenture, the Trust Agreement Indenture and the Note Depository AgreementAgreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee, as applicable, to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository AgreementAgreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Indenture, Indenture including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (B) the duty to cause causing the Note Register to be kept and to give 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 of the Indenture2.4); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.7(e)); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.12); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (G) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture)); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3(b)); (I) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (J) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, as to the Trust Estate, and the annual delivery of the Opinion of Counsel, the Officers' Certificate and certain other statements, in accordance with Sections 3.6(b) and 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.11(b)); (O) the delivery of notice to the Indenture Trustee of each Event of Default under the Indenture, each Servicer Default, any Insolvency Event with respect to the Seller, each default by the Seller under the Pooling and Servicing Agreement and each default by NFC under the Purchase Agreement (Section 3.19); (P) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (U) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (V) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (W) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (X) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (Y) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2); (Z) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (AA) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (BB) the notice or other communication to the Rating Agencies, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 11.4 (Section 11.4); (CC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (DD) the recording of the Indenture, if applicable (Section 11.15). (ii) In addition, the Administrator will indemnify the Owner Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2016 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (GG) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (HH) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2013 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s 's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2014 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity's obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers' Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity's name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s or the Owner Trustee’s duties under the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, Indenture or the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.09); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (L) the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligation under the Indenture (Section 3.11); (N) the delivery of written notice to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Event of Default, each default by the Servicer or Seller under the Sale and Servicing Agreement and each default by JDCC pursuant to the Purchase Agreement (Section 3.19); (O) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (P) the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) or (v) of Section 5.01, the status of such event and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (V) the opening of one or more accounts in the Indenture Trustee’s name, the preparation of Issuing Entity Orders and Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.04 and 8.05); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the preparation and, after execution by the Owner Trustee on behalf of the Issuing Entity, delivery of new Notes conforming to any supplemental indenture (Section 9.06); (Z) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (AA) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of the redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02); (BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (FF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including (i) the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture, (ii) any indemnities owed to the Indenture Trustee by the Asset Representations Reviewer but not paid because of the limitation set forth in Section 5.04 of the Asset Representations Review Agreement and (iii) including any fees and expenses incurred in connection with any proceedings brought by the ​ Indenture Trustee to enforce the indemnification obligations of the Administrator under this Agreement; (D) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (E) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) indemnify and hold harmless the Owner Trustee and any of its officers, directors, employees and agents for, and to hold them harmless against, any losses, liabilities, claims, actions, suits, damages, costs, taxes or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification obligation of the Administrator) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (G) each of the foregoing indemnities shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, or the termination of this Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2014 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement); (GG) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) and Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); and (HH) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Owner Trustee's duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept and to give notifying 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 of the Indenture2.5); (CB) the preparation of the notification of notifying the Noteholders of the final principal payment on their Notes (Section 2.7(d2.8(e)); (C) preparing or obtaining the documents and instruments required for authentication of the IndentureNotes and delivering the same to the Indenture Trustee (Section 2.2); (D) the preparationpreparing, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.10); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the Indenture3.2); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HG) the direction to directing the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IH) the obtaining and preservation of preserving the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (I) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and taking such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (J) delivering the Opinion of Counsel on the Closing Date and annually delivering Opinions of Counsel as to the Trust Estate, and annually delivering the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (K) identifying to the Indenture Trustee in an Officer's Certificate a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (L) notifying the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to remedy such failure (Section 3.7(d)); (M) causing the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, and 4.9 and Article VII of the Sale and Servicing Agreement (Section 3.14); (N) preparing and obtaining documents and instruments required for the conveyance or transfer of any of the Issuer's properties or assets (Section 3.10(b)); (O) delivering written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Issuer, the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or Mitsubishi Motors Credit of America, Inc. under the Purchase Agreement (Section 3.19); (P) monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture and preparing an Officer's Certificate and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (Q) delivering to the Noteholders and the Note Owners any Officer's Certificate received from the Issuer regarding the default in the observance or performance of any material covenant or agreement of the Issuer made in the Indenture or the breach of any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant to the Indenture (Sections 5.1 and 7.4(b)); (R) complying with any written direction of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (S) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and appointing a successor Indenture Trustee (Section 6.8); (T) preparing any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (U) furnishing the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (V) preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission (the "Commission"), any applicable state agencies and the Indenture Trustee, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and transmitting such summaries, as necessary, to the Noteholders (Section 7.3); (W) delivering to the Noteholders of Officer's Certificates and reports, if any, delivered to the Indenture Trustee pursuant to Section 3.10 and 3.11 of the Sale and Servicing Agreement (Section 7.4); (X) opening one or more accounts in the Issuer's name, preparing and delivering Issuer Orders, Officer's Certificates and 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); (Y) preparing an Issuer Request and Officer's Certificate and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (Z) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures and mailing to the Noteholders and to the Rating Agencies notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AA) executing and delivering new Notes conforming to any supplemental indenture (Section 9.6); (BB) notifying the Noteholders and the Rating Agencies of redemption of the Notes or causing the Indenture Trustee to provide such notification (Section 10.1); (CC) preparing and delivering all Officer's Certificates and Opinions of Counsel and obtaining any 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)); (DD) preparing and delivering Officer's Certificates and obtaining any Independent Certificates necessary for the release of property from the lien of the Indenture (Section 11.1(b)); (EE) notifying the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4); (FF) preparing and delivering to the Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6); (GG) recording the Indenture, if applicable (Section 11.15); and (HH) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee (in its individual and trust capacities) and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture);[Reserved] (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) preparing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (J) furnishing the required Opinions of Counsel on April 25, 2011 and at such other times, in accordance with Sections 3.06 and 8.06 of the Indenture, and delivering the annual Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06, 3.09 and 8.06); (K) identifying to the Indenture Trustee in an Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (L) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (M) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (N) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (O) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (P) preparing and mailing the notification of the Indenture Trustee and the Noteholders with respect to special payment dates, if any (Section 5.04(d)); (Q) [Intentionally Blank] (R) preparing any Issuer Request and Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Section 8.04); (S) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, and mailing notices to the Noteholders with respect thereto (Sections 9.01, 9.02 and 9.03); (T) executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate (Section 9.06); (U) preparing all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (V) preparing and delivering Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section 11.01(c)); (W) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (X) preparing and delivering to the Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.06); and (Y) recording the Indenture, if applicable (Section 11.14). (ii) The Administrator shall also: (A) cause the Servicer to pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee and cause the Servicer to pay the Owner Trustee from time to time the reasonable compensation provided for in the Trust Agreement with respect to services rendered by the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) cause the Servicer to reimburse the Indenture Trustee and the Owner Trustee upon the request of each for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent the Indenture Trustee or Owner Trustee is entitled to such reimbursement by the Servicer under the Indenture or by the Servicer under the Trust Agreement respectively; (C) cause the Servicer to indemnify the Indenture Trustee and the Owner Trustee for, and hold each harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Indenture Trustee or the Owner Trustee, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture or Trust Agreement, respectively, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the extent the Indenture Trustee or Owner Trustee is entitled to such indemnification from the Servicer under the Indenture or from the Servicer or Administrator under the Trust Agreement respectively; and (D) cause the Servicer to pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then cause the Servicer to reimburse such expense upon demand.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture);[Reserved] (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HG) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IH) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (I) preparing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (J) furnishing the required Opinions of Counsel on September 22, 2010 and at such other times, in accordance with Sections 3.06 and 8.06 of the Indenture, and delivering the annual Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06, 3.09 and 8.06); (K) identifying to the Indenture Trustee in an Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (L) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (M) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (N) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (O) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (P) preparing and mailing the notification of the Indenture Trustee and the Noteholders with respect to special payment dates, if any (Section 5.04(d));

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the IndentureBasic Documents. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository AgreementBasic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository AgreementBasic Documents. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee Issuer when action by the Issuer is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement and the Note Depository AgreementBasic Documents. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2022-B Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement Related Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s respective duties of the Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it the Issuer or the Owner Trustee is the duty of the Issuing Entity required to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.04); (C) the preparation duty to cause the replacement of lost or mutilated Notes upon the request of the notification of the Noteholders of the final principal payment on their Notes Issuer (Section 2.7(d) of the Indenture2.05); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.12); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HF) the direction to the Indenture Trustee Paying Agent to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IG) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the NotesNotes and the Collateral (Section 3.04); (H) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral (Section 3.05); (I) the delivery of the Opinion of Counsel on the Closing Date as to the Collateral, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (J) the identification to the Indenture Trustee and the Insurer in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (K) the notification of the Indenture Trustee, the Collateral Insurer and each other instrument Rating Agency of a Servicer Default under the Sale and agreement included Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (L) the duty to cause the Servicer to comply with the Servicer's obligations under the Sale and Servicing Agreement (Section 3.13); (M) the delivery of written notice to the Indenture Trustee, Owner Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.15); (N) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (O) the compliance with any written directive of the Indenture Trustee or the Insurer, as the case may be, with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (P) the preparation of any written instruments required to give effect to the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10); (Q) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03); (R) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (SectionSections 8.03(b) and 8.04); (S) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.01, 9.02 and 9.03); (T) arranging for the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06); (U) the duty to notify Noteholders, the Insurer and the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (V) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (W) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (X) the notification of the Rating Agencies and the Insurer, upon the failure of the Issuer or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); and (Y) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee's negligence, bad faith or willful misconduct; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) to the extent not paid by the Depositor, indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without willful misconduct or negligence on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Owner Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Owner Trust Agreement.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture)[Reserved]; (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); ; (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNissan 2016-A Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s 's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, Indenture including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of (or obtaining of) the documents and instruments required for issuance of the Notes (if not prepared or obtained by the Issuing Entity), including the Indenture Supplements and Opinion of Counsel to be delivered in connection with the issuance of each series of Notes, the coordination with the holders of the Notes of all borrowings under the Notes and all matters relating to such borrowings, and the preparation of (or obtaining of) the documents and instruments required for authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee Authentication Agent (Section 2.2 of the IndentureSections 2.1 and 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.4); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture)[Reserved]; (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.12); (F) the maintenance of an office in the Borough of Manhattan, place or places specified in the City of New York, related Indenture Supplement for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (I) the direction to the Indenture Trustee, pursuant to Section 3.3(e) of the Indenture, to pay such escheated funds to or at the order of the Depositor as the Indenture Trustee holds for payment to the Issuing Entity pursuant to Section 3.3(e) of the Indenture; (J) the obtaining and preservation of the Issuing Entity’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, assignments, certificates, instruments of further assurance and other instruments, in accordance with Section 3.5(a) of the Indenture, necessary to protect the Trust Estate (Section 3.5(a)); (L) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the Officers' Certificate, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b)); (N) the notification of the Indenture Trustee and the Rating Agencies of a Servicing Default under the Trust Sale and Servicing Agreement and, if such Servicing Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuing Entity with another entity or the conveyance or transfer by the Issuing Entity of its properties and assets substantially as an entirety (Section 3.10); (P) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 3.11(b)); (Q) the delivery of notice to the Indenture Trustee, and the Rating Agencies of each Event of Default under the Indenture, each Servicing Default, any Insolvency Event with respect to the Depositor, each default on the part of the Depositor or the Servicer of their respective obligations under the Trust Sale and Servicing Agreement and each default on the part of the Seller or the Servicer of their respective obligations under the Pooling and Servicing Agreement (Section 3.19); (R) the monitoring of the Issuing Entity's obligations as to the satisfaction and discharge of the Indenture, the preparation of an Officers' Certificate, the obtaining of the Opinion of Counsel and, if necessary, an Independent Certificate relating thereto (Section 4.1); (S) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4(a)); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (V) the preparation and, after execution by the Issuing Entity (if applicable), the filing with the Indenture Trustee and any other party named in an Indenture Supplement any applicable reports or documents specified in such Indenture Supplement (Section 7.3); (W) the notification of the Indenture Trustee of the listing of the Notes of any series on any stock exchange, if and when such Notes are so listed (Section 7.4(a)); (X) the opening of one or more accounts in the Issuing Entity's name, the preparation of Issuing Entity Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Eligible Deposit Accounts (Section 8.3); (Y) the preparation of an Issuing Entity Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.7 and 8.8); (Z) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AA) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.6); (BB) the notification of the Noteholders, and the Rating Agencies of the redemption of any Notes subject to redemption or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2); (CC) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 12.1(a)); (DD) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 12.1(b)); (EE) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 12.4 (Section 12.4); (FF) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 12.6); (GG) the recording of the Indenture, if applicable, and the obtaining of an Opinion of Counsel as required pursuant to Section 12.15 (Section 12.15); and (HH) the administrator shall prepare, execute and deliver all certificates or other documents required to be delivered by the Issuing Entity pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder. (ii) The Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.02 of the Pooling and Servicing Agreement and Section 7.1 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2014 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee, of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement and the IndentureAgreement. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take take, in the name and on behalf of the Issuer or the Owner Trustee, all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take take, if any, pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 2.5); (B) the determination as to whether the requirements of UCC Section 8-401(1) are met and the Indenturepreparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.8(b)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral property from the lien of the Indenture (Section 2.9 of the Indenture2.10); (EF) the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of the Clearing Agency (Section 2.12 of the Indenture2.13); (FG) the maintenance of an office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2 of the Indenture3.2); (GH) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HI) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IJ) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Indenture Trust Estate (SectionSection 3.4); (K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to 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 3.7(b)); (N) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10); (P) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19); (R) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto (Section 4.1); (S) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.2); (T) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (W) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3); (AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5); (BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2); (EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of 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)); (FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4); (HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (II) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses (including reasonable attorneys' fees) of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; (D) indemnify the Owner Trustee and the Delaware Trustee and their successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Indemnified Party's own willful misconduct, bad faith or negligence; and (E) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any of their respective officers, directors, employees and agents from and against any loss, liability or expense incurred by reason of (i) the Depositor's or the Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or (ii) any breach of the Depositor of any term, provision or covenant contained in the Sale and Servicing Agreement. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any such amount from others, such Person shall promptly repay such amounts to the Administrator, without interest.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2019-A Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2019-A Basic Documents. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s respective duties of the Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2019-A Basic Documents. The Administrator shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, notices, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture2019-A Basic Documents, and at the Trust Agreement and request of the Note Depository AgreementOwner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2019-A Basic Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that it the Issuer or the Owner Trustee is the duty of the Issuing Entity required to take pursuant to the Indenture, Indenture including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicableIndenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.05(a)); (Ciii) the determination of whether the requirements of UCC Section 8-401 are met (Section 2.05(b)); (iv) the preparation of an Issuer Order requesting the notification Indenture Trustee to authenticate and deliver replacement Notes in lieu of the Noteholders of the final principal payment on their mutilated, destroyed, lost or stolen Notes (Section 2.7(d) of the Indenture2.06); (Dv) the preparation, obtaining or filing duty to cause the Indenture Trustee to release property from the Lien of the instruments, opinions and certificates and other documents required for the release of Collateral Indenture (Section 2.9 of the Indenture2.13); (Evi) the preparation direction of Definitive Notes and arranging the delivery thereof Indenture Trustee to appoint one or more Authenticating Agents (Section 2.12 of the Indenture2.15); (Fvii) the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01); (viii) the maintenance of an office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2 of the Indenture3.02); (Gix) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hx) the direction to the Indenture Trustee to deposit monies monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (Ixi) the obtaining and preservation of the Issuing EntityIssuer’s qualification qualifications to do business in each jurisdiction in which (Section 3.04); (xii) the preparation of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such qualification is other actions as are necessary or shall be necessary advisable to protect the validity Trust Estate (Section 3.05); (xiii) the delivery of the Opinion of Counsel on the 2019-A Closing Date (and enforceability the annual delivery of Opinions of Counsel as to the Trust Estate) (Section 3.06); (xiv) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture, if other than the Servicer or Administrator (Section 3.07(b)); (xv) the prompt written notification of the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and Exchange Note Servicer Event of Default under the 2019-A Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties or obligations under the 2019-A Servicing Agreement with respect to the 2019-A Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and 5.01); (xvi) the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09); (xvii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.01); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee and the appointment of a successor Indenture Trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02); (xxi) the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c)); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel and Officer’s Certificates with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02); (xxiii) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06); (xxiv) the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2019-A Exchange Note Collection Account upon redemption of Notes (Section 10.01); (xxv) the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); and (xxvii) the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)). (b) The Administrator shall: (i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (iii) in accordance with Section 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services; such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; the Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, expense or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any of the other 2019-A Basic Documents or in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Issuer under the Indenture or under any of the other 2019-A Basic Documents; the Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity; failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder; the Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel; and neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith; the provisions of this Section 1.02(b)(iii) shall survive the termination of this Agreement. (c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the 2019-A Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2019-A Basic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2019-A Collateral (including the 2019-A Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (d) Notwithstanding anything in this Agreement or the other 2019-A Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the other 2019-A Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect to notifying the Certificateholder of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Notes2019-A Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Certificateholder to prepare its federal and State income tax returns. (f) The Administrator shall satisfy its obligations with respect to Sections 1.02(d) and (e) by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (g) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2019-A Basic Document. (h) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Collateral Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and each shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (i) amendment, change, modification, waiver of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other instrument than in connection with the collection of payments on the 2019-A Leases or 2019-A Vehicles); (iii) the amendment, change, modification or waiver of any 2019-A Basic Document; (iv) the appointment of successor Note Registrars, successor Note Paying Agents and agreement included successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or the Indenture Trustee of its obligations under the Indenture; (v) the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and (vi) the removal of the Indenture Trustee. (j) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2019-A Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture or (Sectioniii) take any other action that the Issuer directs the Administrator not to take on its behalf. (k) To the extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee under the 2019-A Basic Documents, such notice will be delivered to the Administrator and the Administrator will deliver such notice to the Rating Agencies. If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the preparation of or obtaining of the documents and instruments required for the exchange of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2017 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture); (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents if the Depositor is no longer the sole Certificateholder (Section 3.4(c) of the Trust Agreement); (HH) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement); (II) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (JJ) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (KK) the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2017-C Administration Agreement)

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (ED) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GE) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HF) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (IG) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (H) preparing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (I) furnishing the required Opinions of Counsel on February 22, 2012 and at such other times, in accordance with Sections 3.06 and 8.06 of the Indenture, and delivering the annual Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06, 3.09 and 8.06); (J) identifying to the Indenture Trustee in an Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (K) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (L) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (M) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.18); (N) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (O) preparing and mailing the notification of the Indenture Trustee and the Noteholders with respect to special payment dates, if any (Section 5.04(d)); (P) preparing any Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Section 8.04); (Q) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, and mailing notices to the Noteholders with respect thereto (Sections 9.01, 9.02 and 9.03); (R) executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate (Section 9.06); (S) preparing all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (T) preparing and delivering Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section 11.01(c)); (U) preparing and delivering to the Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.06); and (V) recording the Indenture, if applicable (Section 11.14). (ii) The Administrator shall also: (A) pay the Indenture Trustee and the Owner Trustee from time to time the reasonable compensation provided for in the Indenture and the Trust Agreement, respectively; (B) reimburse the Indenture Trustee and the Owner Trustee for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Indenture or Sections 8.01 and 8.02 of the Trust Agreement, as applicable; and (C) indemnify the Indenture Trustee and the Owner Trustee and the other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the extent the Indenture Trustee or the Owner Trustee or the other Indemnified Parties are entitled to such indemnification pursuant to the Indenture or the Trust Agreement, as applicable.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2020-A Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2020-A Basic Documents. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s respective duties of the Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2020-A Basic Documents. The Administrator shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, notices, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture2020-A Basic Documents, and at the Trust Agreement and request of the Note Depository AgreementOwner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2020-A Basic Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that it the Issuer or the Owner Trustee is the duty of the Issuing Entity required to take pursuant to the Indenture, Indenture including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicableIndenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.05(a)); (Ciii) the determination of whether the requirements of UCC Section 8-401 are met (Section 2.05(b)); (iv) the preparation of an Issuer Order requesting the notification Indenture Trustee to authenticate and deliver replacement Notes in lieu of the Noteholders of the final principal payment on their mutilated, destroyed, lost or stolen Notes (Section 2.7(d) of the Indenture2.06); (Dv) the preparation, obtaining or filing duty to cause the Indenture Trustee to release property from the Lien of the instruments, opinions and certificates and other documents required for the release of Collateral Indenture (Section 2.9 of the Indenture2.13); (Evi) the preparation direction of Definitive Notes and arranging the delivery thereof Indenture Trustee to appoint one or more Authenticating Agents (Section 2.12 of the Indenture2.15); (Fvii) the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01); (viii) the maintenance of an office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2 of the Indenture3.02); (Gix) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hx) the direction to the Indenture Trustee to deposit monies monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (Ixi) the obtaining and preservation of the Issuing EntityIssuer’s qualification qualifications to do business in each jurisdiction in which (Section 3.04); (xii) the preparation of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such qualification is other actions as are necessary or shall be necessary advisable to protect the validity Trust Estate (Section 3.05); (xiii) the delivery of the Opinion of Counsel on the 2020-A Closing Date (and enforceability the annual delivery of Opinions of Counsel as to the Trust Estate) (Section 3.06); (xiv) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture, if other than the Servicer or Administrator (Section 3.07(b)); (xv) the prompt written notification of the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and Exchange Note Servicer Event of Default under the 2020-A Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties or obligations under the 2020-A Servicing Agreement with respect to the 2020-A Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and 5.01); (xvi) the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09); (xvii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.01); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee and the appointment of a successor Indenture Trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02); (xxi) the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c)); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel and Officer’s Certificates with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02); (xxiii) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06); (xxiv) the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2020-A Exchange Note Collection Account upon redemption of Notes (Section 10.01); (xxv) the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); and (xxvii) the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)). (b) The Administrator shall: (i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (iii) in accordance with Section 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services; such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; the Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, expense or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any of the other 2020-A Basic Documents or in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Issuer under the Indenture or under any of the other 2020-A Basic Documents; the Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity; failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder; the Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel; and neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith; the provisions of this Section 1.02(b)(iii) shall survive the termination of this Agreement. (c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the 2020-A Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2020-A Basic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2020-A Collateral (including the 2020-A Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (d) Notwithstanding anything in this Agreement or the other 2020-A Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the other 2020-A Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect to notifying the Certificateholder of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Notes2020-A Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Certificateholder to prepare its federal and State income tax returns. (f) The Administrator shall satisfy its obligations with respect to Sections 1.02(d) and (e) by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (g) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2020-A Basic Document. (h) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Collateral Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and each shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (i) amendment, change, modification, waiver of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other instrument than in connection with the collection of payments on the 2020-A Leases or 2020-A Vehicles); (iii) the amendment, change, modification or waiver of any 2020-A Basic Document; (iv) the appointment of successor Note Registrars, successor Note Paying Agents and agreement included successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or the Indenture Trustee of its obligations under the Indenture; (v) the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and (vi) the removal of the Indenture Trustee. (j) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2020-A Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture or (Sectioniii) take any other action that the Issuer directs the Administrator not to take on its behalf. (k) To the extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee under the 2020-A Basic Documents, such notice will be delivered to the Administrator and the Administrator will deliver such notice to the Rating Agencies. If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuing Entity Issuer and the Issuer Loan Trustee and shall take all appropriate action that is the duty of the Issuer or the Issuer Loan Trustee to take with respect to the following matters under the Trust Agreement, the Issuer Loan Trust Agreement and the Indenture: (i) causing the preparation of Notes for execution by the Authorized Officer of the Issuer (I) upon original issuance, (II) upon the surrender for registration of any transfer or exchange of Notes and (III) for the replacement of any lost, stolen or mutilated Notes, and delivering of such Notes to the Indenture Trustee for authentication (Sections 2.03, 2.05, 2.06 of the Indenture); (ii) causing the Notes, upon original issuance, to be issued in the form of one or more Notes representing the Book-Entry Notes to be delivered to the Indenture Trustee as custodian for the Clearing Agency on behalf of the Issuer (Section 2.04 of the Indenture); (iii) delivering to the Indenture Trustee for cancellation any Notes previously authenticated and delivered that the Issuer acquired in any lawful manner (Section 2.08 of the Indenture); (iv) causing the execution of Definitive Notes by the Issuer in accordance with the instructions of the applicable Clearing Agency and the delivery of such Notes to the Indenture Trustee for authentication (Section 2.10 of the Indenture); (v) obtaining a CUSIP number with respect to the Notes and notifying the Indenture Trustee of any change with respect to any CUSIP number (Section 2.11 of the Indenture); (vi) directing the Indenture Trustee to undertake reasonable notification and discharge efforts with respect to the payment of any due and payable amount left unclaimed for two years (Section 3.03 of the Indenture); (vii) keeping in full effect the Issuer’s existence, rights and franchises as a statutory trust under the laws of Delaware and the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to comply with the Issuer’s obligations under the Transaction Documents (Section 3.04 of the Indenture); (viii) from time to time, taking all actions, including without limitation preparing, or causing to be prepared, authorizing, executing and delivering all such supplements and amendments to the Indenture and all such financing statements, amendments to financing statements, continuation statements, if any, instruments of further assurance and other instruments, necessary or advisable to: (I) grant more effectively all or any portion of the Trust Estate as security for the Notes; (II) maintain or perfect or preserve the lien and security interest (and the priority thereof) of the Indenture or to carry out more effectively the purposes thereof; (III) perfect, publish notice of or protect the validity of any Grant made, or to be made, by the Indenture and the priority thereof; or (IV) preserve and defend title to the Trust Estate and the rights therein of the Indenture Trustee and the Noteholders secured thereby against the claims of all Persons and parties (Section 3.05 of the Indenture); (ix) annually in accordance with the Indenture, furnishing to the Indenture Trustee an Opinion of Counsel with respect to the maintenance of the lien and security interest created by the Indenture (Section 3.06 of the Indenture); (x) giving prompt notice to the Indenture Trustee, each Noteholder and the Rating Agency, as applicable, upon having knowledge thereof, of any Servicer Default, any Event of Default under the Indenture, any default on the part of any party thereto of its obligations under the Loan Purchase Agreement and any Insolvency Event with respect to the Issuer (Sections 3.07(d) and 3.15 of the Indenture); (xi) delivering to the Indenture Trustee a copy of the Loan Schedule (as defined in the Sale and Servicing Agreement) received by the Issuer pursuant to the Sale and Servicing Agreement and a copy of each notice received by the Issuer from the Noteholders (Sections 3.07(e) and 11.04(b) of the Indenture); (xii) annually, in accordance with the Indenture, causing a review of the activities of the Issuer during the applicable period and of its performance under the Indenture and delivering to the Indenture Trustee an Officer’s Certificate in respect of such review (Section 3.09 of the Indenture); (xiii) upon written request of the Indenture Trustee, executing and delivering such further instruments and doing further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.17 of the Indenture); (xiv) permitting inspection of the Issuer’s books, records and premises to the extent that the same are maintained by the Administrator (Section 11.13 of the Indenture); (xv) delivering to the Indenture Trustee, upon its request, an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture (Section 6.03(q) of the Indenture); (xvi) furnishing the Indenture Trustee in writing the names, addresses and taxpayer identification numbers of the Holders of Notes as they appear on the Note Register during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xvii) from time to time, taking actions required by the Issuer pursuant to the Issuer Loan Trust Agreement, including without limitation furnishing documentation and performing the obligations of the Issuer thereunder (Sections 2.5, 2.6(c), 2.13, 5.3 and Article III of the Issuer Loan Trust Agreement) and providing direction to the Issuer Loan Trustee; (xviii) at the written direction of the Depositor, signing on behalf of the Issuer any Periodic Filings of the Issuer or other documents relating to the Issuer prepared by, or on behalf of, the Depositor; (xix) preparing and signing on behalf of the Issuer any documents relating to the Depository Agreement in connection with the Notes; and (xx) any other duties expressly required to be performed by the Administrator under the Indenture, the Trust Agreement or any other Transaction Document. (b) The Administrator shall, if required under the terms of any of the Transaction Documents, record the Indenture, Trust Agreement or any Transaction Document. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Note Depository Agreement. Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (d) In additionaddition to the duties of the Administrator set forth in clauses (a) and (b) above, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement perform such calculations and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Issuer Loan Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Transaction Documents and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Transaction Documents (other than those required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator, in each case for the account of and at the expense of the Issuer; provided that any such reimbursements from the Issuer shall be paid solely in accordance with, and subject to, Section 8.06 of the Indenture. Subject to Section 5, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including such the Transaction Documents) as are not covered by any of the foregoing provisions (and are not required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator. (e) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuer or Issuer Loan Trustee directs the Administrator not to take or which could reasonably be expected to result in a violation or breach of the Issuer’s or the Issuer Loan Trustee’s covenants, agreements or obligations under any of the Transaction Documents. (f) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Issuer Loan Trustee and the Indenture Trustee at any time during normal business hours. (g) Nothing contained herein shall limit any duty or obligation of OneMain Financial in any other capacity under any other Transaction Document. (h) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not (i) incur any indebtedness on behalf of the Issuer or the Issuer Loan Trustee and (ii) except as are required provided in the Transaction Documents, sell the Trust Estate. Subject to the provisions and limitations of Section 1(e), with respect to the following matters under matters, the Indenture Administrator shall not take any of the following actions unless (i) the Administrator provides at least ten (10) days’ prior written notice to the Noteholders and the Trust Agreement (references are to sections Beneficiaries of the Indenture proposed action and (ii) within ten (10) days of the Trust Agreementdate such notice was given, as applicable): the Directing Holder shall not have notified the Administrator in writing that the Directing Holder is either (A) withholding consent or (B) providing alternative direction with respect to such action: (i) the preparation initiation of any claim or obtaining lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the documents Loans or the enforcement of any rights and instruments required obligations under the Transaction Documents) and the compromise or settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for authentication collection of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the IndentureLoans); (Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment confession of a new Note Registrar and judgment against the locationIssuer; or (iii) the possession of the Owner Trust Estate, or change in location, assignment of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Trust’s right to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if anyproperty, other than pursuant to the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionTransaction Documents.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2014 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the IndentureIndenture and the Swap Counterparty Rights Agreement, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Swap Counterparty Rights Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2009 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders and the Swap Counterparty of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuer Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the notification of the Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any consolidation or merger of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement; (GG) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement; (HH) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the Indenture in respect of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement); (II) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Depositor of its obligations under the Trust Sale and Servicing Agreement and each default on the part of the Seller of its obligations under the Pooling and Servicing Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement); (JJ) the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer’s Certificate delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d) of the Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement); (KK) the delivery of written notice to the Swap Counterparty at least sixty (60) days prior to the removal of the Administrator without cause pursuant to Section 10(d) of this Agreement (Section 4.10(a) of the Swap Counterparty Rights Agreement); (LL) the delivery to the Swap Counterparty of a copy of any written notice from the Issuing Entity to the Administrator effecting the immediate removal of the Administrator pursuant to Section 10(d) of this Agreement (Section 4.10(b) of the Swap Counterparty Rights Agreement); (MM) the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement); (NN) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuing Entity pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the Indenture; and (OO) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the Indenture (Section 4.13(c) of the Swap Counterparty Rights Agreement). (ii) For so long as GMAC is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2019-B Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Owner Trustee's duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept and to give notifying 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 of the Indenture2.5); (CB) the preparation of the notification of notifying the Noteholders of the final principal payment on their Notes (Section 2.7(d2.8(e)); (C) preparing or obtaining the documents and instruments required for authentication of the IndentureNotes and delivering the same to the Indenture Trustee (Section 2.2); (D) the preparationpreparing, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.10); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the Indenture3.2); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HG) the direction to directing the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IH) the obtaining and preservation of preserving the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (I) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and taking such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (J) delivering the Opinion of Counsel on the Closing Date and annually delivering Opinions of Counsel as to the Trust Estate, and annually delivering the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (K) identifying to the Indenture Trustee in an Officer's Certificate a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (L) notifying the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to remedy such failure (Section 3.7(d)); (M) causing the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, and 4.11 and Article VII of the Sale and Servicing Agreement (Section 3.14); (N) preparing and obtaining documents and instruments required for the release of the Issuer from its properties or assets (Section 3.10(b)); (O) delivering written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Issuer, the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or Mitsubishi Motors Credit of America, Inc. under the Purchase Agreement (Section 3.19); (P) monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture and preparing an Officer's Certificate and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (Q) delivering to the Noteholders and the Note Owners any Officer's Certificate received from the Issuer regarding the default in the observance or performance of any material covenant or agreement of the Issuer made in the Indenture or the breach of any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant to the Indenture (Sections 5.1 and 7.4(b)); (R) complying with any written direction of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (S) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and appointing a successor Indenture Trustee (Section 6.8); (T) preparing any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (U) furnishing the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (V) preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission (the "Commission"), any applicable state agencies and the Indenture Trustee, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and transmitting such summaries, as necessary, to the Noteholders (Section 7.3); (W) delivering to the Noteholders of Officer's Certificates and reports, if any, delivered to the Indenture Trustee pursuant to Section 3.10 and 3.11 of the Sale and Servicing Agreement (Section 7.4); (X) opening one or more accounts in the Issuer's name, preparing and delivering Issuer Orders, Officer's Certificates and 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); (Y) preparing an Issuer Request and Officer's Certificate and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (Z) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures and mailing to the Noteholders and to the Rating Agencies notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AA) executing and delivering new Notes conforming to any supplemental indenture (Section 9.6); (A2) notifying the Noteholders and the Rating Agencies of redemption of the Notes or causing the Indenture Trustee to provide such notification (Section 10.1); (B2) preparing and delivering all Officer's Certificates and Opinions of Counsel and obtaining any 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. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of ManhattanIndenture Trustee, the City of New YorkCalculation Agent and the Owner Trustee and the other Indemnified Parties for, for registration of transfer and hold each harmless against, any losses, liability or exchange of Notes (Section 3.2 of expense to the Indenture); (G) extent the duty Indenture Trustee, the Calculation Agent or the Owner Trustee or the other Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2020-B Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Grantor Trust under the Indenture and the Grantor Trust Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement and the Note Depository Receivables Contribution Agreement. The Administrator shall monitor the performance of the Grantor Trust and shall advise the Grantor Trust Trustee when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement and the Grantor Trust Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Grantor Trust or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Grantor Trust to prepare, file or deliver pursuant to the Indenture, the Servicing Agreement, the Trust Agreement, the Grantor Trust Agreement and the Note Depository Agreement, as applicable. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of (i) the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable) and (ii) the Grantor Trust to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Grantor Trust Agreement (references are to sections of the Indenture and the Grantor Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the preparation of or obtaining of the documents and instruments required for the exchange of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final payment of principal payment of and interest on their Notes (Section 2.7(d2.7(e) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattanpreparation, the City execution and the delivery on behalf of New York, for registration the Grantor Trust of transfer any agreement or exchange certificate pursuant to any Forward Commitment Transfers in connection with the sale of Notes a Charged-Off Receivable (Section 3.2 2.3(b) of the IndentureServicing Agreement); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Collateral (Section 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Collateral (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before April 30 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2023 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity or the Grantor Trust Estate has contracted to perform its duties under the Indenture (SectionSection 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Termination Event pursuant to the Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Termination Event, each default by the Servicer under the Servicing Agreement, each default by the Depositor under the Receivables Transfer Agreement and each default by the Seller under the Receivables Purchase Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) [reserved]; (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee and the Paying Agent with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar or the Notes are not issued as Book-Entry Notes (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the Grantor Trust and the filing with Commission, any applicable state agencies and the Indenture Trustee of additional information, documents and reports required to be filed on a periodic basis with, and summaries thereof, as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary to Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies, the Grantor Trust and the Indenture Trustee with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(l) of the Trust Agreement); (HH) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(l) of the Trust Agreement (Section 3.4(q) of the Trust Agreement); (II) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); (JJ) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement); (KK) the duty to cause the Grantor Trust to request such information as is necessary to determine the obligations under the Grantor Trust Agreement pursuant to FATCA provisions (Section 3.4(g) of the Grantor Trust Agreement); (LL) the duty to determine whether a transfer of the Grantor Trust Certificate complies with Section 3.4(g) through Section 3.4(h) of the Grantor Trust Agreement (Section 3.4(l) of the Grantor Trust Agreement); and (MM) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Grantor Trust Agreement). (ii) If Carvana is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2019-B Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2019-B Basic Documents. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s respective duties of the Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement2019-B Basic Documents. The Administrator shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, notices, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture2019-B Basic Documents, and at the Trust Agreement and request of the Note Depository AgreementOwner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2019-B Basic Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that it the Issuer or the Owner Trustee is the duty of the Issuing Entity required to take pursuant to the Indenture, Indenture including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicableIndenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.05(a)); (Ciii) the determination of whether the requirements of UCC Section 8-401 are met (Section 2.05(b)); (iv) the preparation of an Issuer Order requesting the notification Indenture Trustee to authenticate and deliver replacement Notes in lieu of the Noteholders of the final principal payment on their mutilated, destroyed, lost or stolen Notes (Section 2.7(d) of the Indenture2.06); (Dv) the preparation, obtaining or filing duty to cause the Indenture Trustee to release property from the Lien of the instruments, opinions and certificates and other documents required for the release of Collateral Indenture (Section 2.9 of the Indenture2.13); (Evi) the preparation direction of Definitive Notes and arranging the delivery thereof Indenture Trustee to appoint one or more Authenticating Agents (Section 2.12 of the Indenture2.15); (Fvii) the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01); (viii) the maintenance of an office in the Borough of Manhattan, the The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2 of the Indenture3.02); (Gix) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (Hx) the direction to the Indenture Trustee to deposit monies monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (Ixi) the obtaining and preservation of the Issuing EntityIssuer’s qualification qualifications to do business in each jurisdiction in which (Section 3.04); (xii) the preparation of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such qualification is other actions as are necessary or shall be necessary advisable to protect the validity Trust Estate (Section 3.05); (xiii) the delivery of the Opinion of Counsel on the 2019-B Closing Date (and enforceability the annual delivery of Opinions of Counsel as to the Trust Estate) (Section 3.06); (xiv) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture, if other than the Servicer or Administrator (Section 3.07(b)); (xv) the prompt written notification of the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and Exchange Note Servicer Event of Default under the 2019-B Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties or obligations under the 2019-B Servicing Agreement with respect to the 2019-B Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and 5.01); (xvi) the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09); (xvii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.01); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee and the appointment of a successor Indenture Trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02); (xxi) the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c)); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel and Officer’s Certificates with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02); (xxiii) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06); (xxiv) the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2019-B Exchange Note Collection Account upon redemption of Notes (Section 10.01); (xxv) the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); and (xxvii) the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)). (b) The Administrator shall: (i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (iii) in accordance with Section 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services; such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; the Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, expense or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any of the other 2019-B Basic Documents or in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Issuer under the Indenture or under any of the other 2019-B Basic Documents; the Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity; failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder; the Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel; and neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith; the provisions of this Section 1.02(b)(iii) shall survive the termination of this Agreement. (c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the 2019-B Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2019-B Basic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2019-B Collateral (including the 2019-B Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (d) Notwithstanding anything in this Agreement or the other 2019-B Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the other 2019-B Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect to notifying the Certificateholder of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Notes2019-B Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Certificateholder to prepare its federal and State income tax returns. (f) The Administrator shall satisfy its obligations with respect to Sections 1.02(d) and (e) by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (g) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2019-B Basic Document. (h) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Collateral Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and each shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (i) amendment, change, modification, waiver of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other instrument than in connection with the collection of payments on the 2019-B Leases or 2019-B Vehicles); (iii) the amendment, change, modification or waiver of any 2019-B Basic Document; (iv) the appointment of successor Note Registrars, successor Note Paying Agents and agreement included successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or the Indenture Trustee of its obligations under the Indenture; (v) the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and (vi) the removal of the Indenture Trustee. (j) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2019-B Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture or (Sectioniii) take any other action that the Issuer directs the Administrator not to take on its behalf. (k) To the extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee under the 2019-B Basic Documents, such notice will be delivered to the Administrator and the Administrator will deliver such notice to the Rating Agencies. If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2016 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(j) of the Trust Agreement); (GG) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(k) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (HH) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (II) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of ManhattanIndenture Trustee, the City of New YorkCalculation Agent and the Owner Trustee and the other Indemnified Parties for, for registration of transfer and hold each harmless against, any losses, liability or exchange of Notes (Section 3.2 of expense to the Indenture); (G) extent the duty Indenture Trustee, the Calculation Agent or the Owner Trustee or the other Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2018-C Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2013 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Financial is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2020-A Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Grantor Trust under the Indenture and the Grantor Trust Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement and the Note Depository Receivables Contribution Agreement. The Administrator shall monitor the performance of the Grantor Trust and shall advise the Grantor Trust Trustee when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement and the Grantor Trust Agreement. The Administrator shall prepare for execution by the Issuing Entity or the Grantor Trust or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Grantor Trust to prepare, file or deliver pursuant to the Indenture, the Servicing Agreement, the Trust Agreement, the Grantor Trust Agreement and the Note Depository Agreement, as applicable. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of (i) the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable) and (ii) the Grantor Trust to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Grantor Trust Agreement (references are to sections of the Indenture and the Grantor Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the preparation of or obtaining of the documents and instruments required for the exchange of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final payment of principal payment of and interest on their Notes (Section 2.7(d2.7(e) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattanpreparation, the City execution and the delivery on behalf of New York, for registration the Grantor Trust of transfer any agreement or exchange certificate pursuant to any Forward Commitment Transfers in connection with the sale of Notes a Charged-Off Receivable (Section 3.2 2.3(b) of the IndentureServicing Agreement); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Collateral (Section 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Collateral (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before April 30 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 2021 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity or the Grantor Trust Estate has contracted to perform its duties under the Indenture (SectionSection 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Termination Event pursuant to the Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Termination Event, each default by the Servicer under the Servicing Agreement, each default by the Depositor under the Receivables Transfer Agreement and each default by the Seller under the Receivables Purchase Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) [Reserved]; (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee and the Paying Agent with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar or the Notes are not issued as Book-Entry Notes (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the Grantor Trust and the filing with Commission, any applicable state agencies and the Indenture Trustee of additional information, documents and reports required to be filed on a periodic basis with, and summaries thereof, as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary to Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies, the Grantor Trust and the Indenture Trustee with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(l) of the Trust Agreement); (HH) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(l) of the Trust Agreement (Section 3.4(q) of the Trust Agreement); (II) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); (JJ) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement); (KK) the duty to cause the Grantor Trust to request such information as is necessary to determine the obligations under the Grantor Trust Agreement pursuant to FATCA provisions (Section 3.4(g) of the Grantor Trust Agreement); (LL) the duty to determine whether a transfer of the Grantor Trust Certificate complies with Section 3.4(g) through Section 3.4(h) of the Grantor Trust Agreement (Section 3.4(l) of the Grantor Trust Agreement); and (MM) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Grantor Trust Agreement). (ii) If Carvana is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2020 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale Agreement and each default by the Seller under the Pooling Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to an ongoing Asset Representations Review (Section 5.17 of the Indenture); (S) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (U) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (V) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (W) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (AA) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (BB) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (CC) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (DD) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (EE) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (FF) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (GG) the duty to cause the Certificateholders (or beneficial owners thereof) to provide such information as is necessary to determine the withholding tax obligations under the Trust Agreement (Sections 3.4(j) and (k) of the Trust Agreement); (HH) the duty to determine whether a transfer of a Certificate complies with Sections 3.4(b), (i), (l) and (t) of the Trust Agreement (Section 3.4(o) of the Trust Agreement); (II) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); and (JJ) the obtaining of Opinions of Counsel with respect to the execution of amendments and the acquisition of Notes (Sections 8.1, 8.2 and 3.14 of the Trust Agreement). (ii) For so long as Ally Bank is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 6.01 of the Servicing Agreement in the event that the Servicer fails to perform such obligations. (iii) If Ally Bank is no longer the Administrator, the Administrator shall provide any required Rating Agency notices under this Section 2(a) to the Depositor, who promptly shall provide such notices to the Rating Agencies.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the Indenture, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of preparing or obtaining of the documents and instruments required for the proper authentication of the Notes and delivery of such documents or instruments delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (B) the duty to cause appointing the Note Register to be kept Registrar and to give 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 of the Indenture2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparationpreparing, obtaining or and/or filing of the all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.09); (ED) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of ManhattanMinneapolis, the City of New YorkMinnesota, for the registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (GE) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.03); (HF) the direction to directing the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c3.03); (G) of the Indenture); (I) the obtaining and preservation of preserving or causing the Issuing EntityOwner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04);

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNissan 2017-A Administration Agreement)

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNissan 2017-B Administration Agreement)

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of Indenture Trustee and the notification of Owner Trustee and the Noteholders of other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the final principal payment on their Notes (Section 2.7(d) of extent the Indenture); (D) Indenture Trustee or the preparation, obtaining Owner Trustee or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNissan 2016-B Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2011 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the preparation of the notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture). (ii) For so long as Ally Financial is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuing Entity Issuer under the Indenture, the Trust Note Depository Agreement and the Note Depository AgreementIndenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, Basic Documents or otherwise by law. (ii) The Administrator shall also: (A) pay the Trust Agreement Indenture Trustee and the Note Depository Agreement. In furtherance of Owner Trustee from time to time the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of reasonable compensation provided for in the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture)respectively; (B) the duty to cause the Note Register to be kept and to give reimburse the Indenture Trustee notice of any appointment of a new Note Registrar and the locationOwner Trustee for all reasonable expenses, disbursements and advances incurred or change in location, made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Note Register (Section 2.4 Indenture or Sections 8.01 and 8.02 of the Indenture);Trust Agreement, as applicable; and (C) indemnify the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of ManhattanIndenture Trustee, the City of New YorkCalculation Agent and the Owner Trustee and the other Indemnified Parties for, for registration of transfer and hold each harmless against, any losses, liability or exchange of Notes (Section 3.2 of expense to the Indenture); (G) extent the duty Indenture Trustee, the Calculation Agent or the Owner Trustee or the other Indemnified Parties are entitled to cause newly appointed Paying Agents, if any, to deliver such indemnification pursuant to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate Agreement, as applicable. 2 (SectionNAROT 2019-C Administration Agreement)

Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement and the IndentureAgreement. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of Persons of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 2.5); (B) the determination as to whether the requirements of UCC Section 8-401(1) are met and the Indenturepreparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture2.8(b)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Sectionand

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Agreement and the Note Depository Agreement. . (b) The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing EntityIssuer’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. . (c) The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as it that shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. . (d) In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required or advisable with respect to the following matters under the Indenture and the Trust Agreement (parenthetical references herein are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (B2) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.4); (C3) the preparation duty to cause the replacement of mutilated, destroyed, lost or stolen Notes upon the request of the notification of the Noteholders of the final principal payment on their Notes Issuer (Section 2.7(d) of the Indenture2.5); (D4) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral property from the lien of the Indenture (Section 2.9 of the Indenture2.9); (E5) the preparation of Definitive Notes and arranging in accordance with the delivery thereof instructions of the Clearing Agency (Section 2.12 of the Indenture2.12); (F6) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.2); (G7) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (H) 8) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (I9) the obtaining and preservation of the Issuing EntityIssuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and or agreement included in the Trust Estate (SectionSection 3.4); (10) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Sections 3.5 and 3.7(c)); (11) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (12) the identification to 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 3.7(b)); (13) the notification of the Indenture Trustee and the Rating Agencies of an Master Servicer Termination Event under the Sale and Servicing Agreement and, if such Master Servicer Termination Event arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (14) the preparation and obtaining of documents and instruments required for the transfer by the Issuer of its properties or assets (Section 3.10(b)); (15) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.18); (16) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto (Section 4.1); (17) the monitoring of the Issuer’s obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer’s Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written confirmation thereof and the Opinions of Counsel relating thereto (Section 4.1); (18) the preparation and delivery of an Officer’s Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(c) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (19) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (20) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16); (21) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (22) delivery of any consent to the Indenture Trustee with respect to the appointment of any co-trustee or separate trustee and the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (23) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (24) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (25) the notification of the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4); (26) the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3); (27) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (28) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (29) the preparation and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (30) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2); (31) the preparation and delivery of all Officer’s Certificates and the obtaining of 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)); (32) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (33) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4); (34) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (35) the recording of the Indenture, if applicable (Section 11.15).

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the IndentureRelated Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's or the Owner Trustee's duties under the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. The Administrator shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository AgreementRelated Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept and to give notifying 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 of the Indenture2.5); (CB) the preparation of the notification of notifying the Noteholders of the final principal payment on their Notes (Section 2.7(d2.8(e)); (C) preparing or obtaining the documents and instruments required for authentication of the IndentureNotes and delivering the same to the Indenture Trustee (Section 2.2); (D) the preparationpreparing, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.10); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of maintaining an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of the Notes (Section 3.2 of the Indenture3.2); (GF) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture3.3); (HG) the direction to directing the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.3); (IH) the obtaining and preservation of preserving the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4); (I) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and taking such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (J) delivering the Opinion of Counsel on the Closing Date and annually delivering Opinions of Counsel as to the Trust Estate, and annually delivering the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (K) identifying to the Indenture Trustee in an Officer's Certificate a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (L) notifying the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to remedy such failure (Section 3.7(d)); (M) causing the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, and 4.9 and Article VII of the Sale and Servicing Agreement (Section 3.13); (N) preparing and obtaining documents and instruments required for the conveyance or transfer of any of the Issuer's properties or assets (Section 3.10(b)); (O) delivering written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Issuer, the Servicer or the Seller under the Sale and Servicing Agreement, by the Seller or Mitsubishi Motors Credit of America, Inc. under the Purchase Agreement, or by the Swap Counterparty under the Interest Rate Swap Agreement (Section 3.18); (P) monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture and preparing an Officer's Certificate and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (Q) delivering to the Noteholders and the Note Owners any Officer's Certificate received from the Issuer regarding the default in the observance or performance of any material covenant or agreement of the Issuer made in the Indenture or the breach of any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant to the Indenture (Sections 5.1 and 7.4(b)); (R) complying with any written direction of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (S) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and appointing a successor Indenture Trustee (Section 6.8); (T) preparing any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (U) furnishing the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (V) preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission (the "Commission"), any applicable state agencies and the Indenture Trustee, documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and transmitting such summaries, as necessary, to the Noteholders (Section 7.3); (W) delivering to the Noteholders of Officer's Certificates and reports, if any, delivered to the Indenture Trustee pursuant to Section 3.10 and 3.11 of the Sale and Servicing Agreement (Section 7.4); (X) opening one or more accounts in the Issuer's name, preparing and delivering Issuer Orders, Officer's Certificates and 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); (Y) preparing an Issuer Request and Officer's Certificate and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (Z) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures and mailing to the Noteholders and to the Rating Agencies notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (AA) executing and delivering new Notes conforming to any supplemental indenture (Section 9.6); (BB) notifying the Noteholders and the Rating Agencies of redemption of the Notes or causing the Indenture Trustee to provide such notification (Section 10.1); (CC) preparing and delivering all Officer's Certificates and Opinions of Counsel and obtaining any 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)); (DD) preparing and delivering Officer's Certificates and obtaining any Independent Certificates necessary for the release of property from the lien of the Indenture (Section 11.1(b)); (EE) notifying the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4); (FF) preparing and delivering to the Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6); (GG) recording the Indenture, if applicable (Section 11.15); and (HH) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee (in its individual and trust capacities) and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (b) Duties with Respect to the Interest Rate Swap Agreement. (i) Promptly following the early termination of the Interest Rate Swap Agreement due to a Termination Event or an Event of Default (as such terms are defined in the Interest Rate Swap Agreement) (unless the Indenture Trustee is selling or liquidating the Trust Estate), the Administrator agrees to use reasonable efforts to cause the Issuer to enter into a replacement interest rate swap agreement on terms similar to those of the Interest Rate Swap Agreement with an eligible swap counterparty. If and to the extent any Swap Termination Payments that are received from the Swap Counterparty are to be applied as an initial payment to a replacement Swap Counterparty, the Administrator shall direct the Indenture Trustee to retain such amounts and shall provide the Indenture Trustee with written instructions regarding the application and payment of such amounts. (ii) If the Swap Counterparty is required to collateralize the Interest Rate Swap transaction, the Administrator shall send written instructions to the Indenture Trustee to establish individual collateral accounts and to hold any securities deposited therein in trust and invest any cash amounts therein in accordance with the provisions of the Interest Rate Swap Agreement. (iii) The Administrator shall notify the Indenture Trustee of the occurrence or existence of a default, event of default or similar condition or event with respect to any credit support provider for the Swap Counterparty. (iv) The Administrator shall notify the Swap Counterparty of any proposed amendment or supplement to this Agreement or to any of the Indenture, the Purchase Agreement, the Sale and Servicing Agreement or the Trust Agreement. If such proposed amendment or supplement would adversely affect any of the Swap Counterparty's rights or obligations under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under, the Interest Rate Swap Agreement, the Administrator shall obtain the consent of the Swap Counterparty prior to the adoption of such amendment or supplement, provided, the Swap Counterparty's consent to any such amendment or supplement shall not be unreasonably withheld, and provided further, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent and in accordance with the terms of the Interest Rate Swap Agreement. (v) At least five days prior to the effective date of any proposed amendment or supplement to the Interest Rate Swap Agreement, the Administrator shall provide the Rating Agencies with a copy of the amendment or supplement. Unless the amendment or supplement clarifies any term or provision, corrects any inconsistency, cures any ambiguity, or corrects any typographical error in the Interest Rate Swap Agreement, an amendment or supplement to the Interest Rate Swap Agreement will be effective only after satisfaction of the Rating Agency Condition.

Duties of the Administrator. (a) Duties with Respect respect to the Note Depository Agreement and the Indenture. (i) . The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository AgreementTransaction Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s respective duties of the Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it the Issuer or the Owner Trustee is the duty of the Issuing Entity required to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections Sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the IndentureSECTION 2.02); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the IndentureSECTION 2.04); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the IndentureSECTION 2.07(b)); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the IndentureSECTION 2.12); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, New York (which for the purposes hereof shall be the offices of the Indenture Trustee), for registration of transfer or exchange of Notes (Section 3.2 of the IndentureSECTION 3.02); (GF) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the IndentureSECTION 3.03); (HG) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the IndentureSECTION 3.03); (IH) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral collateral and each other instrument and agreement included in the Collateral (SECTION 3.04); (I) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral other than as prepared by the Servicer (SECTION 3.05); (J) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel and certain other statements as to compliance with the Indenture (SECTIONS 3.06 and 3.09); (K) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (SECTION 3.07(b)); (L) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Sale and Servicing Agreement; (M) the duty to cause the Servicer to comply with the Sale and Servicing Agreement (SECTION 3.14); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (SECTION 3.10(b) and SECTION 3.11(b)); (O) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each Servicer Default by the Servicer under the Sale and Servicing Agreement (SECTION 3.18); (P) the taking of such further actions as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance or observance by the Depositor or the Servicer of their respective obligations under the Sale and Servicing Agreement (SECTIONS 3.19 and 5.17); (Q) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (SECTION 4.01); (R) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (SECTION 5.04); (S) the delivery to the Indenture Trustee of the information necessary to deliver to each Noteholder such information as may be required to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (SECTION 6.06); (T) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (SECTION 6.08); (U) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (SECTIONS 6.08 and 6.10); (V) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (SECTION 7.01); (W) the opening of one or more accounts in the Indenture Trustee's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Estate Accounts (SectionSECTIONS 8.02 and 8.03); (X) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (SECTIONS 8.04 and 8.05); (Y) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (SECTIONS 9.01, 9.02 and 9.03); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (SECTION 9.06); (AA) the duty to notify Noteholders of mandatory prepayment of the Notes or to cause the Indenture Trustee to provide such notification (SECTION 10.02); (BB) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (SECTION 11.01(a)); (CC) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (SECTION 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to provide notification; (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (SECTION 11.06); and (FF) the recording of the Indenture, if applicable (SECTION 11.14).

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Owner Trustee under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Owner Trustee under the Indenture, the Trust Agreement and Indenture or the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties of the Owner Trustee under the Indenture, the Trust Agreement and Indenture or the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Owner Trustee or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and Indenture or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Owner Trustee to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable):Indenture: (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments the same to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause causing the Note Register to be kept and to give 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 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.7(e) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c3.3(b) of the Indenture); (I) [RESERVED]; (J) the obtaining preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and preservation other instruments, in accordance with Section 3.5 of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be Indenture, necessary to protect the validity and enforceability Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, as to the NotesTrust Estate, and the annual delivery of the Opinion of Counsel, the Collateral Officers' Certificate and certain other statements, in accordance with Sections 3.6(b) and 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Owner Trustee has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Owner Trustee from its obligations under the Indenture (Section 3.11(b) of the Indenture); (O) the delivery of notice to the Indenture Trustee of each Event of Default under the Indenture, each Servicer Default, each default by the Seller under the Pooling and Servicing Agreement and each other instrument default by NFC under the Purchase Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Owner Trustee's obligations as to the satisfaction and agreement included discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to Noteholders of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation and, after execution by the Owner Trustee, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (SectionSections 8.4 and 8.5 of the Indenture); (W) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (X) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Y) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the Indenture); (Z) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Owner Trustee to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (AA) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (BB) the notice or other communication to the Rating Agencies, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 11.4 (Section 11.4 of the Indenture); (CC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); and (DD) the recording of the Indenture, if applicable (Section 11.15 of the Indenture) (ii) In addition, the Administrator will indemnify the Owner Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the IndentureIndenture and the Swap Counterparty Rights Agreement, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Swap Counterparty Rights Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2008 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers’ Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to the Noteholders and the Swap Counterparty of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuer Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the notification of the Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any consolidation or merger of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement; (GG) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement; (HH) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the Indenture in respect of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement); (II) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Depositor of its obligations under the Trust Sale and Servicing Agreement and each default on the part of the Seller of its obligations under the Pooling and Servicing Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement); (JJ) the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer’s Certificate delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d) of the Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement); (KK) the delivery of written notice to the Swap Counterparty at least sixty (60) days prior to the removal of the Administrator without cause pursuant to Section 10(d) of this Agreement (Section 4.10(a) of the Swap Counterparty Rights Agreement); (LL) the delivery to the Swap Counterparty of a copy of any written notice from the Issuing Entity to the Administrator effecting the immediate removal of the Administrator pursuant to Section 10(d) of this Agreement (Section 4.10(b) of the Swap Counterparty Rights Agreement); (MM) the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement); (NN) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuing Entity pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the Indenture; and (OO) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the Indenture (Section 4.13(c) of the Swap Counterparty Rights Agreement). (ii) For so long as GMAC is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s Issuer's duties under the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Indenture, the Trust Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer to take pursuant to the IndentureIndenture and the Swap Counterparty Rights Agreement, including including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Swap Counterparty Rights Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.4 of the Indenture); (J) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Initial Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2006 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture); (L) the identification to the Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Seller under the Trust Sale and Servicing Agreement and each default by GMAC under the Pooling and Servicing Agreement (Section 3.19 of the Indenture); (P) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officers' Certificate, and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the Indenture); (Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture); (R) the preparation and delivery of notice to Noteholders and the Swap Counterparty of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the Indenture); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture); (U) the preparation, the execution on behalf of the Issuer and the filing with the Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture); (V) the opening of one or more accounts in the Trust's name, the preparation of Issuer Orders and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (W) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture); (Z) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the Indenture); (AA) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture); (BB) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture); (DD) the preparation and delivery to Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture); (FF) the delivery to the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any consolidation or merger of the Issuer and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement; (GG) the delivery to the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuer and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement; (HH) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the Indenture in respect of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement); (II) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Seller of its obligations under the Trust Sale and Servicing Agreement and each default on the part of GMAC of its obligations under the Pooling and Servicing Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement); (JJ) the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer's Certificate delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement); (KK) the delivery of written notice to the Swap Counterparty at least sixty (60) days prior to the removal of the Administrator without cause pursuant to Section 10(d) of this Agreement (Section 4.10(a) of the Swap Counterparty Rights Agreement); (LL) the delivery to the Swap Counterparty of a copy of any written notice from the Issuer to the Administrator effecting the immediate removal of the Administrator pursuant to Section 10(d) of this Agreement (Section 4.10(b) of the Swap Counterparty Rights Agreement); (MM) the prompt transmittal to the Swap Counterparty of any notice received by the Issuer from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement); (NN) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the Indenture; (OO) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the Indenture (Section 4.13(c) of the Swap Counterparty Rights Agreement); and (ii) For so long as GMAC is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.