Common use of Duties of the Securities Administrator Clause in Contracts

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (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 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner Trustee, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Servicing Agreement (Section 3.07(d) of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale and Servicing Agreement (Section 3.17 of the Indenture); (xi) the furnishing of the Indenture 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); (xii) 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); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions action that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale Transfer and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates 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 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Transfer Servicing Agreement (Section 3.07(d) of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a the Servicer or the Depositor, as applicable, under the Sale Transfer and Servicing Agreement (Section 3.17 of the Indenture); (xi) the furnishing of the Indenture 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); (xii) 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); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xivxiii) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement Indenture or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.04 and 2.07 and 2.11 of the Indenture); (iii) the provision of to provide notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or Indenture, (b) any Event of Default under the Sale Transfer and Servicing AgreementAgreement or (c) any Swap Default or any Swap Counterparty Trigger Event, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 2.11 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders Certificateholder by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer’s Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions action that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale Transfer and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates 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 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Transfer Servicing Agreement (Section 3.07(d) of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a the Servicer or the Depositor, as applicable, under the Sale Transfer and Servicing Agreement (Section 3.17 of the Indenture); (xi) the furnishing of the Indenture 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); (xii) 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); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xivxiii) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement Indenture or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.04 and 2.07 and 2.11 of the Indenture); (iii) the provision of to provide notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale Transfer and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 2.11 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders Certificateholder by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Owner Trustee if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Issuer upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01 and 3.12); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer’s Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 Agentspaying agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer’s Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (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 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner Trustee, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Servicing Agreement (Section 3.07(d) of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale and Servicing Agreement (Section 3.17 of the Indenture); (xi) the furnishing of the Indenture 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); (xii) 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); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); (xiv) causing the preparation of the Notes for execution by the Owner Trustee upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.02, 2.04 and 2.05 of the Indenture); (xv) causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery thereof to the Indenture Trustee (Section 2.02 of the Indenture); (xvi) causing the preparation of any financing statements, continuation statements, instruments of further assurance and other instruments necessary to protect the Collateral (Section 3.05 of the Indenture); (xvii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture (Sections 3.17 and 5.01(b) of the Indenture); (xviii) consulting with the Owner Trustee regarding the duties of the Issuer under the Sale and Servicing Agreement and the Indenture. The Securities Administrator shall monitor the performance of the Issuer and shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement and the Indenture; and (xivxix) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement. (e) The Issuer shall indemnify the Owner Trustee, the Indenture Trustee and the Securities Administrator, and their respective agents for, and hold them harmless against, any losses, 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 or this 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, the Indenture or this Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) preparing and delivering replacement Owner Trust Certificates and causing each Owner Trust Certificate to contain a legend substantially in the duty to cause the Certificate Register to be kept if the Issuer assumes the duties form of the Certificate Registrar, applicable legends provided in Exhibit A to the Trust Agreement (Sections 3.02 and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office where Notes may be surrendered for registration of transfer or exchange exchange, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Owner Trust Certificates (Section 3.08 of the Trust Agreement); (vi) the preparation and delivery of an Issuer Order required to appoint a successor Paying Agent, the preparation and giving of prior written notice to the Indenture Trustee of the appointment of new or additional Paying Agents, and the duty to cause newly appointed Paying Agents, if any, Agents to execute and deliver to the Indenture Trustee the instrument specified in Section 3.03 of the Indenture regarding funds held in trust (Section 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice from the Owner Trustee or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Servicing Agreement (required pursuant to Section 3.07(d) of the Indenture); (xix) upon receipt of written notice from the Owner Trustee, or actual knowledge thereof by a Responsible Officer of the Securities Administrator, the preparation and delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each default by on the part of the Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale and Servicing Agreement (Section 3.17 of the Indenture); (xix) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar of a list, in such form mutually agreed upon by the Indenture Trustee and Securities Administrator (Section 7.01 of the Indenture); (xiixi) 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); (xii) causing the preparation of the Notes for execution by the Owner Trustee upon their issuance and upon the registration of any transfer or exchange of the Notes and the preparation of new Notes for execution by the Owner Trustee (Sections 2.02, 2.04, 2.05 and 9.06 of the Indenture); (xiii) entering into causing the Yield Maintenance Agreements preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery thereof to the Indenture Trustee (Section 2.03(d2.02 of the Indenture); (xiv) causing the preparation and filing of any financing statements, continuation statements, instruments of further assurance and other instruments necessary to protect the Collateral (Section 3.05 of the Indenture); (xv) providing notice to the Depositor, the Owner Trustee and the Indenture Trustee upon actual knowledge by the Securities Administrator of a breach of the Issuer's Negative Covenants set forth in Section 3.08 of the Indenture; (xvi) to the extent the Securities Administrator has actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture or any event which would become an Event of Default under Section 5.01(a)(iii) of the Indenture (Sections 3.17 and 5.01(b) of the Indenture); (xvii) cooperating with any Certificateholder that wishes to apply for a refund of withholding tax pursuant to Section 4.02(c) of the Trust Agreement; (xviii) consulting with the Owner Trustee regarding the duties of the Issuer under the Sale and Servicing Agreement and the Indenture. The Securities Administrator shall monitor the performance of the Issuer and shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement and the Indenture; (xix) preparation and furnishing to each Rating Agency and the Indenture Trustee notice of any exercise of a Clean-Up Call Right in accordance with Section 10.02 of the Indenture (Section 10.01 of the Indenture); (xx) recording the Indenture if the Indenture is subject to recording in any appropriate public recording office (Section 11.14 of the Indenture); (xxi) preparing and delivering the written notice to the Holders required under Section 5.06 of the Trust Agreement; (xxii) distributing promptly, upon the written request of a Proposer, to all Certificateholders any request for action or consent of Certificateholders submitted by such Proposer, providing a reasonable method for collecting responses to such request, and tabulating and reporting the results thereof to the Certificateholders and the Owner Trustee (Section 5.07 of the Trust Agreement); (xxiii) keeping proper books of record and account of all the transactions under the Trust Agreement (Section 6.03 of the Trust Agreement); (xxiv) preparation, filing, and delivery on behalf of the Issuer of the reports required pursuant to Section 7.03 of the Indenture; (xxv) preparing and delivering to the Note Registrar an Issuer Order, directing the Note Registrar to destroy or return cancelled Notes to the Issuer (Section 2.08 of the Indenture); and (xivxxvi) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. To the extent the Securities Administrator is giving notice or making a delivery in performing duties of the Issuer or the Owner Trustee hereunder, the Securities Administrator shall be deemed to have given such notice or made such delivery to itself on behalf of the Issuer or the Owner Trustee, as applicable. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 and Original Issue Discount, if any, on the Notes as are required to be filed under the Code or applicable Treasury Regulations. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement. (e) The Issuer shall indemnify the Owner Trustee, the Indenture Trustee and the Securities Administrator, and their respective agents for, and hold them harmless against, any losses, 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 or this 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, the Indenture or this Agreement.

Duties of the Securities Administrator. (a) [The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions action that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale Transfer and Servicing Agreement and the Indenture: (i) 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 2.04 [2.04] of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 [3.03] of the Trust Agreement); (iii) 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 the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency (Section 2.12 [2.12] of the Indenture); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 [3.02] of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates Certificate (Section 3.08 [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 3.03 [3.03] of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator Indenture Trustee all sums held in trust by the Paying Agent (Section 3.03 [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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Transfer Servicing Agreement (Section [3.07(d) )] of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a the Servicer or the Depositor, as applicable, under the Sale Transfer and Servicing Agreement (Section 3.17 [3.17] of the Indenture); (xi) the furnishing of the Indenture 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 [7.01] of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 [9.01] and 9.02 [9.02] of the Indenture); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xivxiii) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement Indenture or the Trust Agreement.] (b) [The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections [2.01, 2.02, 2.04, 2.05 and 2.10 2.10] of the Indenture); (ii) the duties of Note Registrar to be kept (Sections [2.03, 2.04, 2.07 2.04 and 2.11 2.07] of the Indenture); (iii) the provision of to provide notices and instructions to the Clearing Agency (Section 2.11 [2.11] of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 [3.03] and 4.02 [4.02] of the Indenture).] (c) [The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale Transfer and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 [6.06] of the Indenture and Section 4.04 [2.11] of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders Certificateholder by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) preparing and delivering replacement Owner Trust Certificates and causing each Owner Trust Certificate to contain a legend substantially in the duty to cause the Certificate Register to be kept if the Issuer assumes the duties form of the Certificate Registrar, applicable legends provided in Exhibit A to the Trust Agreement (Sections 3.02 and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office where Notes may be surrendered for registration of transfer or exchange exchange, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Owner Trust Certificates (Section 3.08 of the Trust Agreement); (vi) the preparation and delivery of an Issuer Order required to appoint a successor Paying Agent, the preparation and giving of prior written notice to the Indenture Trustee of the appointment of new or additional Paying Agents, and the duty to cause newly appointed Paying Agents, if any, Agents to execute and deliver to the Indenture Trustee the instrument specified in Section 3.03 of the Indenture regarding funds held in trust (Section 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice from the Owner Trustee or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Servicing Agreement (required pursuant to Section 3.07(d) of the Indenture); (xix) upon receipt of written notice from the Owner Trustee, or actual knowledge thereof by a Responsible Officer of the Securities Administrator, the preparation and delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each default by on the part of the Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale and Servicing Agreement (Section 3.17 of the Indenture); (xix) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar of a list, in such form mutually agreed upon by the Indenture Trustee and Securities Administrator (Section 7.01 of the Indenture); (xiixi) 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); (xii) causing the preparation of the Notes for execution by the Owner Trustee upon their issuance and upon the registration of any transfer or exchange of the Notes and the preparation of new Notes for execution by the Owner Trustee (Sections 2.02, 2.04, 2.05 and 9.06 of the Indenture); (xiii) entering into causing the Yield Maintenance Agreements preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery thereof to the Indenture Trustee (Section 2.03(d2.02 of the Indenture); (xiv) causing the preparation and filing of any financing statements, continuation statements, instruments of further assurance and other instruments necessary to protect the Collateral (Section 3.05 of the Indenture); (xv) providing notice to the Depositor, the Owner Trustee and the Indenture Trustee upon actual knowledge by the Securities Administrator of a breach of the Issuer’s Negative Covenants set forth in Section 3.08 of the Indenture; (xvi) to the extent the Securities Administrator has actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture or any event which would become an Event of Default under Section 5.01(a)(iii) of the Indenture (Sections 3.17 and 5.01(b) of the Indenture); (xvii) cooperating with any Certificateholder that wishes to apply for a refund of withholding tax pursuant to Section 4.02(c) of the Trust Agreement; (xviii) consulting with the Owner Trustee regarding the duties of the Issuer under the Sale and Servicing Agreement and the Indenture. The Securities Administrator shall monitor the performance of the Issuer and shall notify the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Sale and Servicing Agreement and the Indenture; (xix) preparation and furnishing to each Rating Agency and the Indenture Trustee notice of any exercise of a Clean-Up Call Right in accordance with Section 10.02 of the Indenture (Section 10.01 of the Indenture); (xx) recording the Indenture if the Indenture is subject to recording in any appropriate public recording office (Section 11.14 of the Indenture); (xxi) preparing and delivering the written notice to the Holders required under Section 5.06 of the Trust Agreement; (xxii) distributing promptly, upon the written request of a Proposer, to all Certificateholders any request for action or consent of Certificateholders submitted by such Proposer, providing a reasonable method for collecting responses to such request, and tabulating and reporting the results thereof to the Certificateholders and the Owner Trustee (Section 5.07 of the Trust Agreement); (xxiii) keeping proper books of record and account of all the transactions under the Trust Agreement (Section 6.03 of the Trust Agreement); (xxiv) preparation, filing, and delivery on behalf of the Issuer of the reports required pursuant to Section 7.03 of the Indenture; (xxv) preparing and delivering to the Note Registrar an Issuer Order, directing the Note Registrar to destroy or return cancelled Notes to the Issuer (Section 2.08 of the Indenture); and (xivxxvi) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. To the extent the Securities Administrator is giving notice or making a delivery in performing duties of the Issuer or the Owner Trustee hereunder, the Securities Administrator shall be deemed to have given such notice or made such delivery to itself on behalf of the Issuer or the Owner Trustee, as applicable. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement. (e) The Issuer shall indemnify the Owner Trustee, the Indenture Trustee and the Securities Administrator, and their respective agents for, and hold them harmless against, any losses, 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 or this 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, the Indenture or this Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository AgreementDTC Letter of Representations. In additionaddition to its duties performed under the DTC Letter of Representations, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Master Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Owner Trustee if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Issuer upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing the delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01 and 3.12); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee or the Securities Administrator upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 4.04 of the IndentureSale and Servicing Agreement); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture).[Reserved] (c) The Securities 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.[Reserved] (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer Issuing Entity and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) the duty to cause the Note Register to be kept if the Issuer Issuing Entity 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuing Entity and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuing Entity’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer’s Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuing Entity in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Issuing Entity and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer's non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer's Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) [The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions action that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale Transfer and Servicing Agreement and the Indenture: (i) 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 2.04 [2.04] of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 [3.03] of the Trust Agreement); (iii) 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 the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency (Section 2.12 [2.12] of the Indenture); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 [3.02] of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates Certificate (Section 3.08 [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 3.03 [3.03] of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator Indenture Trustee all sums held in trust by the Paying Agent (Section 3.03 [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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Transfer Servicing Agreement (Section [3.07(d) )] of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a the [related] Servicer or the Depositor, as applicable, under the Sale Transfer and Servicing Agreement (Section 3.17 [3.17] of the Indenture); (xi) the furnishing of the Indenture 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 [7.01] of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 [9.01] and 9.02 [9.02] of the Indenture); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xivxiii) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement Indenture or the Trust Agreement.] (b) [The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections [2.01, 2.02, 2.04, 2.05 and 2.10 2.10] of the Indenture); (ii) the duties of Note Registrar to be kept (Sections [2.03, 2.04, 2.07 2.04 and 2.11 2.07] of the Indenture); (iii) the provision of to provide notices and instructions to the Clearing Agency (Section 2.11 [2.11] of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 [3.03] and 4.02 [4.02] of the Indenture).] (c) [The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale Transfer and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 [6.06] of the Indenture and Section 4.04 [2.11] of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders Certificateholder by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust Fund's payments (or allocations of income) to a Certificateholder; (ii) the duty to cause the Note Register to be kept if the Issuer Issuing Entity 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuing Entity Request and related documents for authentication of the Notes, executing such Issuing Entity Request on behalf of the Issuing Entity and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes) (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) the preparation of an Issuer Order Issuing Entity Request 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the Indenture3.04); (x) the notification to the Owner Trustee of the Issuing Entity's non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer's Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuing Entity in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Issuing Entity and shall be, in the Securities Administrator’s 's opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 4.04 of the IndentureSale and Servicing Agreement); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture).[Reserved] (c) The Securities 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.[Reserved] (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Owner Trustee if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer's non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer's Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; providedPROVIDED, howeverHOWEVER, 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 Securities Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions action that are the duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale Transfer and Servicing Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement); (iii) 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 the 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); (iv) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates 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 3.03 of the Indenture); (vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the Securities Administrator 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); (ix) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Owner TrusteeSecurities Administrator, the notification to the Indenture Trustee and each Rating Agency of an Event of Default under the Sale and Transfer Servicing Agreement (Section 3.07(d) of the Indenture); (x) upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a the Servicer or the Depositor, as applicable, under the Sale Transfer and Servicing Agreement (Section 3.17 of the Indenture); (xi) the furnishing of the Indenture 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); (xii) 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); (xiii) entering into the Yield Maintenance Cap Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement Indenture or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect to the following matters under the Indenture: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.04 and 2.07 and 2.11 of the Indenture); (iii) the provision of to provide notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture). (c) The Securities 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) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Securities 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 Securities 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 or (b) any Event of Default under the Sale Transfer and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 2.11 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders Certificateholder by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer Issuing Entity and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Owner Trustee if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) the duty to cause the Note Register to be kept if the Issuer Issuing Entity 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuing Entity Order and related documents for authentication of the Notes, executing such Issuing Entity Order on behalf of the Issuing Entity and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) the preparation of an Issuer Issuing Entity 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the Indenture3.05); (x) the notification to the Owner Trustee of the Issuing Entity’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.20); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer’s Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuing Entity in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Issuing Entity and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuer Issuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Duties of the Securities Administrator. (a) The Securities Administrator agrees to perform all of the duties of the Issuer and the Owner Trustee under the Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Securities Administrator shall take all appropriate actions action that are is the duties duty of the Issuer or and the Owner Trustee to take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture:): (i) The Securities Administrator shall notify the Certificate Paying Agent if the Securities Administrator obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder; (ii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of the 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 Certificate Register (Section 3.03 of the Trust Agreement4.02); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (iv) if requested, causing the preparation of an Issuer Order and related documents for authentication of the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery of the same to the Indenture Trustee (Sections 4.02 and 4.03); (v) 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 Agency (including the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency any temporary notes), (Section 2.12 of the IndentureSections 4.08 and 4.14); (ivvi) the maintenance of an office for registration of transfer or exchange of the Notes (Section 3.02 of the Indenture4.02); (v) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement); (vivii) 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 3.03 of the Indenture3.01); (viiviii) the preparation of an Issuer Order required to direct notifying the Paying Agent to pay to the Securities Administrator 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 Indenture4.11); (ix) upon receipt the execution of written notice or actual knowledge thereof all supplements, amendments, instruments of further assurance and other instruments prepared by a Responsible Officer of the Owner Trustee, the notification Depositor and delivered to the Indenture Trustee and each Rating Agency of an Event of Default under Securities Administrator for execution necessary to protect the Sale and Servicing Agreement Collateral (Section 3.07(d) of the IndentureSections 3.04); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon receipt of written notice or actual knowledge thereof by a Responsible Officer of the Securities Administrator, 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 Securities Administrator, the Master Servicer, a Servicer or the Depositor, as applicable, under the Sale Administrator of such non-compliance (Sections 3.07 and Servicing Agreement (Section 3.17 of the Indenture3.19); (xi) the furnishing of the Indenture 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 Indenture7.01);; and (xii) if necessary, the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01 and 9.02 of the IndentureSection 9.02); (xiii) entering into the Yield Maintenance Agreements on behalf of the Issuer (Section 2.03(d) of the Trust Agreement); and (xiv) any other duties expressly required to be performed by the Securities Administrator under the Indenture, the Sale and Servicing Agreement or the Trust Agreement. (b) The Securities Administrator shall take all appropriate action with respect agrees to notify the Depositor not later than thirty (30) days prior to the following matters under date on which the Indenture: (i) Depositor is required to deliver the duties annual Opinion of an authenticating agent for authentication Counsel and Officer’s Certificate on behalf of the Notes (Sections 2.01, 2.02, 2.04, 2.05 and 2.10 of the Indenture); (iiIssuer in accordance with Section 2(a)(vi) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture); (iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the Indenture); and (iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture)below. (c) The Securities Administrator shall perform, or cause agrees to be performed on behalf perform the duties and obligations of the Issuer, any duties Securities Administrator expressly required set forth in each Basic Document to be performed by which it under the Trust Agreement, including its duties is a party as Certificate Paying Agent and Certificate RegistrarSecurities Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities 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 Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Documentduties, the Securities 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 compensation, reimbursement and indemnification. The Securities 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 or (b) any Event of Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The Securities Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust Agreement, deliver to each Noteholder such information with respect to the Notes 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 Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the Certificateholders Certificateholder and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.