Common use of Duties of the Trust Administrator With Respect to the Indenture, the Trust Agreement and this Agreement Clause in Contracts

Duties of the Trust Administrator With Respect to the Indenture, the Trust Agreement and this Agreement. (a) The Trust Administrator shall take all appropriate action that is the duty of the Indenture Trustee to take with respect to the following matters under the Indenture, the Trust Agreement and this Agreement: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02 and 2.11 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.05 and 2.07 of the Indenture); (iii) to provide notices and instructions to the Clearing Agency (Section 2.10 of the Indenture); (iv) the duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture); and (v) the duties of agent or attorney-in-fact for the purposes of filing financing and continuation statements for the Issuer (Section 3.05 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust 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 Trust Administrator With Respect to the Indenture, the Trust Agreement and this Agreement. (a) The Trust Administrator shall take all appropriate action that is the duty of the Indenture Trustee to take with respect to the following matters under the Indenture, the Trust Agreement and this Agreement: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02 2.02, 2.05 and 2.11 2.10 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.05 2.04 and 2.07 of the Indenture); (iii) to provide notices and instructions to the Clearing Agency (Section 2.10 2.11 of the Indenture); (iv) the duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture); and (v) the duties of agent or attorney-in-fact for the purposes of filing financing amendments and continuation statements for the Issuer (Section 3.05 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust 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 Trust Administrator With Respect to the Indenture, the Trust Agreement and this Agreement. (a) The Trust Administrator shall take all appropriate action that is the duty of the Indenture Trustee to take with respect to the following matters under the Indenture, the Trust Agreement and this Agreement: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02 and 2.11 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.05 and 2.07 of the Indenture); (iii) to provide notices and instructions to the Clearing Agency (Section 2.10 of the Indenture); (iv) the duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture); and (v) the duties of agent or attorney-in-fact for the purposes of filing financing and continuation statements for the Issuer Issuing Entity (Section 3.05 of 3.05of the Indenture). (b) The Issuer Issuing Entity will indemnify the Owner Trustee and the Trust 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 Trust Administrator With Respect to the Indenture, the Trust Agreement and this Agreement. (a) The Trust Administrator shall take all appropriate action that is the duty of the Indenture Trustee to take with respect to the following matters under the Indenture, the Trust Agreement and this Agreement: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02 and 2.11 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.05 and 2.07 of the Indenture); (iii) to provide notices and instructions to the Clearing Agency (Section 2.10 of the Indenture); (iv) the duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture); and (v) the duties of agent or attorney-in-fact for the purposes of filing financing and continuation statements for the Issuer (Section 3.05 of 3.05of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust 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 Trust Administrator With Respect to the Indenture, the Trust Agreement and this Agreement. (a) The Trust Administrator shall take all appropriate action that is the duty of the Indenture Trustee to take with respect to the following matters under the Indenture, the Trust Agreement and this Agreement: (i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02 and 2.11 of the Indenture); (ii) the duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.05 and 2.07 of the Indenture); (iii) to provide notices and instructions to the Clearing Agency (Section 2.10 of the Indenture); (iv) the duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture); and (v) the duties of agent or attorney-in-fact for the purposes of filing financing and continuation statements for the Issuer Issuing Entity (Section 3.05 of the Indenture). (b) The Issuer Issuing Entity will indemnify the Owner Trustee and the Trust 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.