Common use of Duties of the Indenture Administrator for the Indenture Clause in Contracts

Duties of the Indenture Administrator for the Indenture. The Indenture Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Indenture Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Indenture Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Indenture Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Indenture Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering those documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which the qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the 2015-B Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with the supplement or amendment and taking any other action necessary or advisable to protect the 2015-B Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of a Facility Servicer Event of Default or Exchange Note Servicer Event of Default under the Servicing Agreement and, if an Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties and obligations under the Servicing Agreement for the 2015-B Collateral, taking all reasonable steps available to cause the Servicer to remedy the failure (Section 3.6(d)); (p) notifying the Indenture Trustee of the termination or resignation of the Servicer and appointment of a successor Servicer under the Servicing Agreement (Section 3.6(e)); (q) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (r) delivering the Opinion of Counsel on the 2015-B Closing Date, the annual Opinions of Counsel on the 2015-B Collateral, the annual Officer’s Certificate and certain other statements about compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (s) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (t) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (u) monitoring the Issuer’s obligations for the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (v) notifying the Indenture Trustee (with a copy of the notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing the Default, the status of the Default and what action the Indenture Administrator is taking or proposes to take regarding the Default (Section 5.1); (w) complying with any written directive of the Indenture Trustee for the sale of the 2015-B Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (x) causing the Servicer to comply with its duties and obligations under the Servicing Agreement (Section 5.17); (y) removing the Indenture Trustee on the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee on the resignation or removal of the Indenture Trustee (Section 6.8); (z) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (aa) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (bb) inspecting the Indenture Trustee’s books and records (Section 6.13); (cc) furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (dd) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) regarding compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ee) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)). (ff) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (gg) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents to the execution of supplemental indentures and preparing the supplemental indentures and notices for the execution of the supplemental indentures (Sections 9.1 and 9.2); (hh) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (ii) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (jj) preparing all Officer’s Certificates and obtaining Opinions of Counsel and Independent Certificates for any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); and (kk) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c));

Duties of the Indenture Administrator for the Indenture. The Indenture Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Indenture Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Indenture Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Indenture Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Indenture Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering those documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which the qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the 2015-B A Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with the supplement or amendment and taking any other action necessary or advisable to protect the 2015-B A Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of a Facility Servicer Event of Default or Exchange Note Servicer Event of Default under the Servicing Agreement and, if an Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties and obligations under the Servicing Agreement for the 2015-B A Collateral, taking all reasonable steps available to cause the Servicer to remedy the failure (Section 3.6(d)); (p) notifying the Indenture Trustee of the termination or resignation of the Servicer and appointment of a successor Servicer under the Servicing Agreement (Section 3.6(e)); (q) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (r) delivering the Opinion of Counsel on the 2015-B A Closing Date, the annual Opinions of Counsel on the 2015-B A Collateral, the annual Officer’s Certificate and certain other statements about compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (s) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (t) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (u) monitoring the Issuer’s obligations for the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (v) notifying the Indenture Trustee (with a copy of the notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing the Default, the status of the Default and what action the Indenture Administrator is taking or proposes to take regarding the Default (Section 5.1); (w) complying with any written directive of the Indenture Trustee for the sale of the 2015-B A Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (x) causing the Servicer to comply with its duties and obligations under the Servicing Agreement (Section 5.17); (y) removing the Indenture Trustee on the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee on the resignation or removal of the Indenture Trustee (Section 6.8); (z) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (aa) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (bb) inspecting the Indenture Trustee’s books and records (Section 6.13); (cc) furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (dd) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) regarding compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ee) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)). (ff) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (gg) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents to the execution of supplemental indentures and preparing the supplemental indentures and notices for the execution of the supplemental indentures (Sections 9.1 and 9.2); (hh) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (ii) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (jj) preparing all Officer’s Certificates and obtaining Opinions of Counsel and Independent Certificates for any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); and (kk) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c));

Duties of the Indenture Administrator for the Indenture. The Indenture Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Indenture Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Indenture Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Indenture Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Indenture Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering those documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which the qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the 20152014-B Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with the supplement or amendment and taking any other action necessary or advisable to protect the 20152014-B Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of a Facility Servicer Event of Default or Exchange Note Servicer Event of Default under the Servicing Agreement and, if an Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties and obligations under the Servicing Agreement for the 20152014-B Collateral, taking all reasonable steps available to cause the Servicer to remedy the failure (Section 3.6(d)); (p) notifying the Indenture Trustee of the termination or resignation of the Servicer and appointment of a successor Servicer under the Servicing Agreement (Section 3.6(e)); (q) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (r) delivering the Opinion of Counsel on the 20152014-B Closing Date, the annual Opinions of Counsel on the 20152014-B Collateral, the annual Officer’s Certificate and certain other statements about compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (s) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (t) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (u) monitoring the Issuer’s obligations for the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (v) notifying the Indenture Trustee (with a copy of the notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing the Default, the status of the Default and what action the Indenture Administrator is taking or proposes to take regarding the Default (Section 5.1); (w) complying with any written directive of the Indenture Trustee for the sale of the 20152014-B Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (x) causing the Servicer to comply with its duties and obligations under the Servicing Agreement (Section 5.17); (y) removing the Indenture Trustee on the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee on the resignation or removal of the Indenture Trustee (Section 6.8); (z) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (aa) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (bb) inspecting the Indenture Trustee’s books and records (Section 6.13); (cc) furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (dd) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) regarding compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ee) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)). (ff) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (gg) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents to the execution of supplemental indentures and preparing the supplemental indentures and notices for the execution of the supplemental indentures (Sections 9.1 and 9.2); (hh) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (ii) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (jj) preparing all Officer’s Certificates and obtaining Opinions of Counsel and Independent Certificates for any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); and (kk) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c));

Duties of the Indenture Administrator for the Indenture. The Indenture Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Indenture Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Indenture Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Indenture Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. The Indenture Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering those documents and instruments to the Indenture Trustee (Section 2.2); (b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a)); (c) determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c)); (d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5); (e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b)); (f) causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9); (g) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (h) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2); (i) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3); (j) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b)); (k) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c)); (l) obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which the qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the 2015-B 20__-_ Collateral (Section 3.4); (m) preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with the supplement or amendment and taking any other action necessary or advisable to protect the 2015-B 20__-_ Collateral (Section 3.5); (n) notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b)); (o) notifying the Indenture Trustee and the Rating Agencies of a Facility Servicer Event of Default or Exchange Note Servicer Event of Default under the Servicing Agreement and, if an Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties and obligations under the Servicing Agreement for the 2015-B 20__-_ Collateral, taking all reasonable steps available to cause the Servicer to remedy the failure (Section 3.6(d)); (p) notifying the Indenture Trustee of the termination or resignation of the Servicer and appointment of a successor Servicer under the Servicing Agreement (Section 3.6(e)); (q) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a)); (r) delivering the Opinion of Counsel on the 2015-B 20__-_ Closing Date, the annual Opinions of Counsel on the 2015-B 20__-_ Collateral, the annual Officer’s Certificate and certain other statements about compliance with the Indenture (Sections 3.8(b) and (c) and Section 3.9); (s) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10); (t) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15); (u) monitoring the Issuer’s obligations for the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1); (v) notifying the Indenture Trustee (with a copy of the notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing the Default, the status of the Default and what action the Indenture Administrator is taking or proposes to take regarding the Default (Section 5.1); (w) complying with any written directive of the Indenture Trustee for the sale of the 2015-B 20__-_ Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6); (x) causing the Servicer to comply with its duties and obligations under the Servicing Agreement (Section 5.17); (y) removing the Indenture Trustee on the occurrence of one of the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee on the resignation or removal of the Indenture Trustee (Section 6.8); (z) notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9); (aa) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (bb) inspecting the Indenture Trustee’s books and records (Section 6.13); (cc) furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (dd) preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of the Issuer), filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) regarding compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3); (ee) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b)). (ff) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1); (gg) preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents to the execution of supplemental indentures and preparing the supplemental indentures and notices for the execution of the supplemental indentures (Sections 9.1 and 9.2); (hh) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (ii) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1); (jj) preparing all Officer’s Certificates and obtaining Opinions of Counsel and Independent Certificates for any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); and (kk) preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c));