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

Duties with Respect to the Indenture. The Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture. The Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Issuer when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator, on behalf of the Issuer, shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, shall take all appropriate action that is the duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (iv) the maintenance of an office at the Corporate Trust Office, for registration of transfer or exchange of Notes and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Sections 3.3 and 6.16); (vi) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendments and all writings, and such other actions, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture (Section 3.5); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.12 of the Indenture (Section 3.11(l)); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.12(b)); (xiii) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of an Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1); (xv) the compliance with any written directive of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.2(a)(vi)); (xvi) the delivery of a written demand to the Servicer to deliver the [Loan] [Receivable] Files to the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xix) the preparation, execution and filing with the Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (xx) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.6); (xxi) the preparation of an Issuer Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.7 and 8.8); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiv) the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a)); (xxvi) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (xxviii) the recording of the Indenture, if applicable (Section 11.13); and (xxix) the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator, on behalf of the IssuerTrust, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee Trust under the Indenture. The Administrator, on behalf of the IssuerTrust, shall monitor the performance of the Issuer Trust and shall advise the Issuer Trust when action is necessary to comply with the IssuerTrust’s duties under the Indenture. The Administrator, on behalf of the IssuerTrust, shall prepare for execution by the Issuer Trust or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Trust (or Trustee) to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, Trust (or Trustee) shall take all appropriate action that is the duty of the Issuer Trust to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) (A) the preparation of or the obtaining of the documents and instruments required for authentication of the Notes and (B) the delivery of the same to the Indenture Trustee (Sections 2.2, 2.3 and 2.5); (ii) (A) the duty to cause the Note Register Registrar to be kept and kept, (B) the appointment of a successor Note Registrar, (C) the notification to give the Indenture Trustee notice of any appointment of a new Note Registrar and or the location, or Note Registrar’s change in location, (D) the preparation of a new Note upon the surrender of a Note Register for transfer and (E) the appoint of a co-transfer agent if any Series of Notes is listed on the Luxembourg Stock Exchange (Section 2.4); (iiiii) the notification to the Indenture Trustee of the Payment Date date on which the Trust expects that the final installment of principal of and interest on the Notes will be paid (Section 2.7); (iiiiv) (A) the preparation notification to the Indenture Trustee and each Rating Agency of or obtaining of a New Issuance and (B) the documents and instruments required for authentication of the Notes and delivery of the same any Indenture Supplement, Series Enhancement Agreement and Tax Opinion to the Indenture Trustee (Section 2.22.8); (ivv) the maintenance delivery of an office at any Notes to the Corporate Indenture Trustee for cancellation (Section 2.9); (vi) the communication with any Clearing Agency (Section 2.10 and 2.11); (vii) (A) the appointment of a successor Clearing Agency and (B) the notification to the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge its responsibilities under the Note Depository Agreement and that the Trust Office, for registration is unable to locate a successor Clearing Agency (Section 2.12); (viii) the notification to the Indenture Trustee 30 days prior to of transfer or exchange of Notes and where notices and demands to or upon any change in the Issuer in respect location of the Notes and the Indenture may be served Trust’s offices or its jurisdiction of organization (Section 3.2); (vix) the duty to cause newly appointed each Paying Agents, if any, Agent to deliver to comply with its obligations under the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Sections 3.3 and 6.16Section 3.3); (vix) the direction duty to cause the Paying Agents Trust to pay all sums held (A) keep in full effect its existence, rights and franchises as a Delaware statutory trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of the Indenture (Sections 3.3 B) observe and 6.16); (vii) the observance and compliance by the Issuer comply in all material respects with (iI) all laws applicable to it and the Trust (iiII) all requisite and appropriate organizational and other formalities in the management of its the Trust’s business and affairs and the (III) conduct of the transactions contemplated by the Indenture thereby (Section 3.4); (viiixi) the duty to cause the preparation and delivery of all supplements, supplements and amendments and all writings, and such other actions, necessary or advisable to protect the Collateral Indenture in accordance with Section 3.5 of the Indenture (Section 3.5); (ixxii) the delivery of the an Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with under Section 3.12 3.6 of the Indenture (Section 3.11(l)3.6); (xixiii) the preparationduty to cause the Trust (A) to punctually perform and observe its obligations and agreements under the Related Documents, execution including filing or causing to be filed all UCC financing statements and filing continuation statements pursuant to the Related Documents, (B) to enforce the obligations of all forms the Servicer under the Servicing Agreement (C) to perform the reasonable actions necessary to remedy any Servicer Default, (D) to deliver a notice to the Servicer of any Servicer Default as required under Section 3.7(d) of the Indenture, (E) to exercise its rights to terminate the Servicer, (F) to obtain the consent of the Noteholders upon a voluntary dismissal of the Servicer, (G) to appoint a Successor Servicer, (H) to notify the Indenture Trustee upon any termination of the Servicer’s rights and powers under the Servicing Agreement and each appointment of a Successor Servicer, (I) to provide, or to cause the Servicer to provide, the Trustee access to any documents necessary regarding the Accounts and the Transferred Receivables and (J) to provide notice to the Rating Agencies of a merger or consolidation of the Servicer or an Originator (Section 3.7); (xiv) to contest or to pay all taxes in accordance with Section 3.8 on behalf of the Indenture Trust when due and payable (Section 3.8); (xiixv) the preparation and obtaining delivery of documents and instruments required for an Officers’ Certificate to the release Indenture Trustee under Section 3.9 of the Issuer from its obligations under the Indenture (Section 3.12(b)3.9); (xiiixvi) the delivery of notice an Officers’ Certificate, Opinion of Counsel and Officer’s Certificate to the Indenture Trustee under Sections 3.10, 4.1, and 9.1(b) and 10.1 of the Indenture (Sections 3.10, 4.1, 9.1(b) and 10.1) or as may otherwise be required pursuant to the Indenture; (xvii) the notification to the Indenture Trustee and the Rating Agencies of each Early Amortization Event, Event of Default and each default by Servicer Default and (B) the Servicer delivery of its obligations an Officer’s Certificate to the Indenture Trustee required under the Servicing Agreement and each default Section 3.12 of the Transferor under Indenture (Section 3.12); (xviii) (A) the Purchase preparation of and Sale Agreement the delivery of any further instruments and (B) to perform any further acts as may be reasonably necessary to carry out the provisions of the Indenture (Section 3.13); (xivxix) the monitoring duty to cause the Trust to take all such lawful actions to compel or secure the performance and observance by the Servicer or the Transferor of the Issuer’s their obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of an Opinion of Counsel and an Independent Certificate relating thereto Trust (Section 4.15.15); (xvxx) the compliance with delivery, or the duty to cause the Servicer to deliver, to each Noteholder such information as may be required to enable such Noteholder to prepare any written directive of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing income tax returns (Section 5.2(a)(vi)6.6); (xvixxi) the delivery of a written demand to the Servicer to deliver the [Loan] [Receivable] Files to the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xviiA) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and (B) the appointment of a successor Indenture Trustee in accordance with Section 6.8 of the Indenture (Section 6.8); (xviiixxii) the furnishing notification to the Indenture Trustee with in writing if any of the names and addresses of Noteholders during Notes become listed on any period when stock exchange or market trading system (Section 6.14); (xxiii) (A) the duty to cause the Paying Agent (other that the Indenture Trustee) to pay the Indenture Trustee is not any sums held in trust by such Paying Agent with respect to the Note Registrar Notes and (B) the appointment of each Paying Agent (Section 6.16); (xxiv) the duty to furnish to the Indenture Trustee a list of Noteholders as required pursuant to Section 7.1 of the Indenture (Section 7.1); (xixA) the preparation, execution and filing with the Indenture Trustee and the Commission copies of reports or documents required pursuant to the Securities Exchange Act and the Commission (B) the delivery of the summaries of any information required to be filed with the Commission to the Indenture Trustee and (C) the notification to the Indenture Trustee of any change in the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders Trust’s fiscal year (Section 7.3); (xxxxvi) (A) the opening delivery of one or more accounts in an Officer’s Certificate to the Issuer’s name, Indenture Trustee and (B) the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts delivery any Supplemental Indentures (Sections 8.2 9.1 and 8.69.2); (xxiA) the preparation of an Issuer Request and Officers’ Certificate and the obtaining delivery of an Opinion of Counsel and Independent Certificates, if necessary, for the release any agreement entered into with a Noteholder pursuant to Section 10.6 of the Collateral as defined in the Indenture and (Sections 8.7 and 8.8); (xxiiB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiv) the notification a copy of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer such agreement to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a)); (xxvi) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.610.6); (xxviii) the recording filing of the Indenture, if applicable all appropriate financing statements (Section 11.13); Schedule I) and; (xxix) the filing with the Commission duties of the appropriate forms necessary Trust pursuant to suspend reporting requirements under the Securities Exchange Act (Section 7.4)any Indenture Supplement.

Duties with Respect to the Indenture. The Administrator, on behalf of the IssuerTrust, shall perform the administrative duties of the Issuer Trust under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the any Indenture Trustee under the IndentureSupplement. The Administrator, on behalf of the IssuerTrust, shall monitor the performance of the Issuer Trust and shall advise the Issuer Trust when action is necessary to comply with the IssuerTrust’s duties under the IndentureIndenture and any Indenture Supplement. The Administrator, Administrator shall prepare and execute on behalf of the Issuer, shall prepare for execution by the Issuer Trust or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Trust to prepare, file or deliver pursuant to the IndentureIndenture and any Indenture Supplement. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, Trust shall take all appropriate action that is the duty of the Issuer Trust to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) (A) the preparation of or the obtaining of the documents and instruments required for authentication of the Notes and (B) the delivery of the same to the Indenture Trustee (Sections 2.2, 2.3 and 2.5); (ii) (A) the duty to cause the Note Register Registrar to be kept and kept, (B) the appointment of a successor Note Registrar, (C) the notification to give the Indenture Trustee notice of any appointment of a new Note Registrar and or the location, or Note Registrar’s change in location, (D) the preparation of a new Note upon the surrender of a Note Register for transfer and (E) the appoint of a co-transfer agent if any Series of Notes is listed on the Luxembourg Stock Exchange (Section 2.4); (iiiii) the notification to the Indenture Trustee of the Payment Date date on which the Trust expects that the final installment of principal of and interest on the Notes will be paid (Section 2.7); (iiiiv) (A) the preparation notification to the Indenture Trustee of or obtaining of a New Issuance and (B) the documents and instruments required for authentication of the Notes and delivery of the same any Indenture Supplement, Series Enhancement Agreement and Tax Opinion to the Indenture Trustee (Section 2.22.8); (ivv) the maintenance delivery of an office at any Notes to the Corporate Indenture Trustee for cancellation (Section 2.9); (vi) the communication with any Clearing Agency (Sections 2.10 and 2.11); (vii) (A) the appointment of a successor Clearing Agency and (B) the notification to the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge its responsibilities under the Note Depository Agreement and that the Trust Office, for registration is unable to locate a successor Clearing Agency (Section 2.12); (viii) the notification to the Indenture Trustee 30 days prior to of transfer or exchange of Notes and where notices and demands to or upon any change in the Issuer in respect location of the Notes and the Indenture may be served Trust’s offices or its jurisdiction of organization (Section 3.2); (vix) the duty to cause newly appointed Paying Agentsthe Trust to (A) keep in full effect its existence, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in rights and franchises as a Delaware statutory trust and (Sections 3.3 B) observe and 6.16); (vi) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer comply in all material respects with (iI) all laws applicable to it and the Trust (iiII) all requisite and appropriate organizational and other formalities in the management of its the Trust’s business and affairs and the (III) conduct of the transactions contemplated by thereby (Section 3.3); (x) the duty to cause the preparation and delivery of all supplements and amendments to the Indenture in accordance with Section 3.4 of the Indenture (Section 3.4); (viiixi) the preparation delivery of all supplements, amendments and all writings, and such other actions, necessary or advisable an Opinion of Counsel to protect the Collateral in accordance with Indenture Trustee under Section 3.5 of the Indenture (Section 3.5); (ixxii) the delivery duty to cause the Trust (A) to enforce the obligations of the Opinion Servicer under the Servicing Agreement, the obligations of Counsel on the Closing Date Transferor under the Transfer Agreement and the annual delivery obligations of Opinions of Counsel, the Paying Agent set forth in accordance with Section 3.6 6.15 of the Indenture, as (B) to deliver a notice to the Collateral, and the annual delivery Servicer of the Officers’ Certificate and certain other statements, in accordance with any Servicer Default as required under Section 3.9 3.6(c) of the Indenture, as (C) to compliance with exercise its rights to terminate the Indenture Servicer, (Sections 3.6 and 3.9); (xD) to obtain the consent of the Noteholders upon a consolidation or merger voluntary dismissal of the IssuerServicer, the delivery (E) to appoint a Successor Servicer, (F) to notify the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.12 upon any termination of the Servicer’s rights and powers under the Servicing Agreement and each appointment of a Successor Servicer and (G) to provide, or to cause the Servicer to provide, the Indenture Trustee access to any documents regarding the Accounts and the Transferred Interests (Section 3.11(l)); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.12(b)3.6); (xiii) to contest or to pay all taxes on behalf of the delivery of notice Trust when due and payable and to deliver such information to the Indenture Trustee and Noteholders to enable the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement Noteholders to prepare their income taxes (Section 3.133.7); (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining delivery of an Opinion of Counsel and/or Officer’s Certificate to the Indenture Trustee under Sections 3.8, 4.1, 9.1 and an Independent Certificate relating thereto 10.1 of the Indenture (Section Sections 3.8, 4.1), 9.1 and 10.1) or as may otherwise be required pursuant to the Indenture; (xv) the compliance with any written directive notification to the Indenture Trustee of each Early Amortization Event, Event of Default and Servicer Default required under Section 3.10 of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.2(a)(vi)3.10); (xvi) (A) the preparation of and the delivery of a written demand any further instruments and (B) to perform any further acts as may be reasonably necessary to carry out the Servicer to deliver the [Loan] [Receivable] Files to provisions of the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)3.11); (xvii) the preparation and delivery of notice to Noteholders of (A) the removal of the Indenture Trustee and (B) the appointment of a successor Indenture Trustee in accordance with Section 6.7 of the Indenture (Section 6.86.7); (xviii) the furnishing notification to the Indenture Trustee with in writing if any of the names and addresses of Noteholders during Notes become listed on any period when stock exchange or market trading system (Section 6.13); (xix) (A) the duty to cause the Paying Agent (other that the Indenture Trustee) to pay the Indenture Trustee is not any sums held in trust by such Paying Agent with respect to the Note Registrar Notes and (B) the appointment of each Paying Agent (Section 6.15); (xx) the duty to furnish to the Indenture Trustee a list of Noteholders as required pursuant to Section 7.1 of the Indenture (Section 7.1); (xixxxi) (A) the preparation, execution and filing with the Indenture Trustee and the Commission copies of reports or documents required pursuant to the Securities Exchange Act and the Commission (B) the delivery of the summaries of any information required to be filed with the Commission to the Indenture Trustee and (C) the notification to the Indenture Trustee of any change in the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders Trust’s fiscal year (Section 7.3); (xx) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.6); (xxi) the preparation of an Issuer Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.7 and 8.8); (xxii) the preparation of Issuer Orders duty to determine the aggregate Principal Shortfalls for any Series and to instruct the Indenture Trustee regarding withdrawals from the Excess Funding Account and the obtaining allocation of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures withdrawn amounts (Sections 9.1, 9.2 and 9.3Section 8.2); (xxiii) the execution preparation and the delivery of new Notes conforming to any supplemental indenture Supplemental Indentures (Section 9.5Sections 9.1 and 9.2); (xxiv) (A) the notification preparation and the delivery of Noteholders of redemption any agreement entered into with a Noteholder pursuant to Section 10.6 of the Notes Indenture and (B) the delivery of a copy of such agreement to the Indenture Trustee (Section 10.210.6); (xxv) the preparation filing of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a));appropriate financing statements; and (xxvi) the preparation duty to make available to investors, information described in clause (c) of Schedule II of the Indenture and delivery to take any actions required of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Trust pursuant to Section 11.3 of the Indenture (Section 11.1(b)); (xxvii) the preparation Sections 11.2 and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (xxviii) the recording of the Indenture, if applicable (Section 11.13); and (xxix) the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.411.3).

Duties with Respect to the Indenture. The Administrator, on behalf Administrator agrees to perform all of the Issuer, shall perform the administrative its duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding as Administrator and the duties of the Issuer and the Indenture Owner Trustee under the IndentureIndenture and the Administrator shall consult with the Issuer and Owner Trustee in connection herewith. The Administrator, on behalf of the Issuer, Administrator shall monitor the performance of the Issuer and shall advise the Issuer Owner Trustee when action is necessary to comply with the Issuer’s duties of the Issuer and the Owner Trustee under the Indenture. The Administrator, on behalf of the Issuer, Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee, as applicable, to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to such documents, including, without limitation, the Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references in this Section are to sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (iii1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (pursuant to Section 2.2; (2) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register pursuant to Section 2.4; (3) the notification of Noteholders of the final principal payment on their Notes pursuant to Section 2.7(c); (iv4) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral pursuant to Section 2.9; (5) the maintenance of an office at in the Corporate Trust OfficeBorough of Manhattan, the City of New York, for registration of transfer or exchange of Notes and where notices and demands pursuant to or upon Section 3.2; (6) the Issuer in respect of the Notes and direction to the Indenture may be served (Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee pursuant to Section 3.23.3(b); (v7) the duty to cause causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Sections 3.3 and 6.16pursuant to Section 3.3(b); (vi) 8) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge preservation of the Indenture (Sections 3.3 Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and 6.16)enforceability of the Indenture, the Notes, the Trust Estate and each other instrument and agreement included in the Trust Estate pursuant to Section 3.4; (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii9) the preparation of all supplements, amendments amendments, financing statements, continuation statements, instruments of further assurance and all writingsother instruments, and such other actions, necessary or advisable to protect the Collateral in accordance with Section 3.5 of 3.5, necessary to protect the Indenture (Section 3.5)Trust Estate; (ix10) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of CounselDate, in accordance with Section 3.6 of the Indenture3.6(a), as to the CollateralTrust Estate, and the annual delivery of the Officers’ Opinion of Counsel, the Officer’s Certificate and certain other statements, in accordance with Section 3.9 of the IndentureSections 3.6(b) and 3.9, as to compliance with the Indenture; (11) the identification to the Indenture (Sections 3.6 and 3.9Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture pursuant to Section 3.7(b); (x12) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.12 notification of the Indenture (Trustee, the Administrative Agent and the Rating Agencies of a Servicer Default and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure pursuant to Section 3.11(l)3.7(d); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii13) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (pursuant to Section 3.12(b)3.11(b); (xiii14) the delivery of notice to the Indenture Trustee Trustee, the Administrative Agent and the Rating Agencies Agencies, of each Default, Event of Default, Rapid Amortization Event, Servicer Default and each default by the Servicer Transferor and ALS of its their respective obligations under the Pooling and Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (pursuant to Section 3.13)3.19; (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of an Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1); (xv15) the compliance with any written directive of the Indenture Trustee to the Issuer with respect to the sale of the Collateral Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (pursuant to Section 5.2(a)(vi))5.4; (xvi) the delivery of a written demand to the Servicer to deliver the [Loan] [Receivable] Files to the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii16) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (pursuant to Section 6.8); (xviii17) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee pursuant to Sections 6.8 and 6.10; (18) the furnishing to of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (pursuant to Section 7.1); (xix) the preparation, execution and filing with the Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (xx) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.6); (xxi19) the preparation of an Issuer Request and Officers’ Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Trust Estate pursuant to Sections 8.7 8.4 and 8.8)8.5; (xxii20) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and amendments or waivers and, if applicable, the mailing to the Noteholders of notices with respect to such supplemental indentures (amendments or waivers pursuant to Sections 9.1, 9.2 and 9.3); (xxiii21) the execution and delivery of new Notes conforming to any supplemental indenture (amendment pursuant to Section 9.5)9.6; (xxiv22) the notification of Noteholders and the Rating Agencies of redemption of the Notes (Section or the duty to cause the Indenture Trustee to provide such notification pursuant to Sections 10.1 and 10.2); (xxv23) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate, if necessary, relating thereto pursuant to Section 11.1; (24) the preparation of all Officers’ Certificates, Officer’s Certificates and Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take an any action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable pursuant to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a)12.1(a); (xxvi25) the preparation and delivery of Officers’ Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (pursuant to Section 11.1(b)12.1(b); (xxvii26) the notice or other communication to the Noteholders, the Administrative Agent and the Rating Agencies, as applicable, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 12.4; (27) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (pursuant to Section 11.6);12.6; and (xxviii28) the recording of the Indenture, if applicable (applicable, pursuant to Section 11.13); and (xxix) the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4)12.15.

Duties with Respect to the Indenture. The Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture. The Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Issuer when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator, on behalf of the Issuer, shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, shall take all appropriate action that is the duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (iv) the maintenance of an office at the Corporate Trust Office, for registration of transfer or exchange of Notes and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Sections 3.3 and 6.16); (vi) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendments and all writings, and such other actions, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture (Section 3.5); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate observance and an Opinion of Counsel in accordance with Section 3.12 of the Indenture (Section 3.11(l)); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining of documents and instruments required for the release of compliance by the Issuer from its obligations under the Indenture (Section 3.12(b)); (xiii) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xiv) the monitoring of the Issuer’s obligations as and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to the satisfaction be filed all UCC financing statements and discharge of continuation statements required to be filed by the Indenture and the preparation of an Officers’ Certificate and the obtaining of an Opinion of Counsel and an Independent Certificate relating thereto Servicing Agreement (Section 4.1); (xv) the compliance with any written directive of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.2(a)(vi3.7(b)); (xvi) the delivery of a written demand to the Servicer to deliver the [Loan] [Receivable] Files to the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xix) the preparation, execution and filing with the Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (xx) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.6); (xxi) the preparation of an Issuer Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.7 and 8.8); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiv) the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a)); (xxvi) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (xxviii) the recording of the Indenture, if applicable (Section 11.13); and (xxix) the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator, on behalf of the Issuer, Administrator shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture. The Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Issuer when action is necessary request to comply with the Issuer’s duties under the Indenture. The Administrator, on behalf of the Issuer, shall prepare be prepared for execution by the Issuer Issuer, or shall cause request the preparation by other appropriate Persons of persons of, all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty required of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance those provisions of the foregoingIndenture and shall file the same upon receipt thereof, provided the Administrator shall not be responsible for any determination of the appropriateness of such filings. Specifically, the Issuer hereby delegates to the Administrator, on behalf and the Administrator hereby accepts and agrees to perform, subject to paragraph 4 below, and provided no Default or Event of Default exists under any of the Issuerrelated documents, shall take all appropriate action that is the duty following express duties and obligations of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are 1(b) are, except as otherwise indicated, to sections of the IndentureIndenture Standard Terms and no others): (iA) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification except with respect to the Indenture Trustee initial issuance of Notes under the Payment Date on which Indenture, preparing for execution by the final installment of principal and interest on the Notes will be paid (Section 2.7); (iii) the preparation of or obtaining of the Issuer and/or requesting those customary documents and instruments established by the Indenture and the Trust Agreement required for authentication of Notes, processing the registration of transfer and exchange of Notes and delivery of the same to the Indenture Trustee (Section 2.22.2(f); ), including Temporary Notes, if any (iv) Section 2.3), and the maintenance of an office at in the Corporate Trust OfficeBorough of Manhattan, City of New York, for registration of transfer or exchange of Notes and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2); (vB) if at any time the duty Indenture Trustee is not the Note Registrar under the Indenture, delivery of notification to cause newly appointed the Indenture Trustee of the appointment of a new Note Registrar and the location of the Note Register (Section 2.4); (C) preparing all customary instruments and certificates established by the Indenture and the Trust Agreement for review and execution by the Issuer and requesting all customary opinions established by the Indenture and the Trust Agreement from Issuer's Counsel in connection with a release of collateral (Section 2.9); (D) if at any time the Indenture Trustee is not the Paying AgentsAgent under the Indenture for the Notes and Certificates, if any, instructing such other Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Sections 3.3 and 6.16Section 3.3); (viE) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to if at any time the Indenture Trustee is not the Paying Agent for purposes of obtaining the satisfaction and discharge of Notes under the Indenture, directing the Indenture Trustee to deposit moneys with such Paying Agent (Sections 3.3 and 6.16Section 3.3); (viiF) effecting the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation filing or recording of all supplements, amendments amendments, financing statements, continuation statements, instruments of further assurance and all writings, and such other actions, necessary instruments directed by the Issuer or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture its counsel (Section 3.5); (ixG) requesting the delivery of the Opinion annual Opinions of Counsel on the Closing Date and the annual delivery of Opinions of from Issuer's Counsel, in accordance with Section 3.6 of the Indenture, as to the CollateralTrust Estate, and preparing the annual delivery Officers' Certificate of the Officers’ Certificate Issuer for review and execution by the Issuer and certain other statements, in accordance with Section Sections 3.9 and 3.6 of the Indenture Standard Terms; (H) if at any time the Administrator is not also the Indenture Trustee under the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of preparing an Officer’s Officers' Certificate and an Opinion of Counsel in accordance with Section 3.12 of the Indenture (Section 3.11(l)); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining of documents and instruments required for the release of the Issuer from identifying each Person with whom the Issuer has contracted to perform its obligations duties under the Indenture (Section 3.12(b)3.7); (xiiiI) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xiv) the monitoring of the Issuer’s obligations as to in connection with the satisfaction and discharge of the Indenture (x) notifying the Issuer when all Notes have been paid and cancelled; (y) requesting on behalf of the preparation of an Officers’ Certificate and Issuer that Issuer's Counsel prepare the obtaining of an Opinion of Counsel and an that the Independent Accountants (as defined below) prepare the Independent Accountant's Certificate relating thereto and (z) preparing for review and execution by the Issuer the Officer's Certificate (Section 4.1); (xvJ) requesting any Paying Agent other than the compliance Indenture Trustee, to pay any moneys to the Indenture Trustee, in connection with any written directive the satisfaction and discharge of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.2(a)(vi)4.3); (xviK) the delivery of a written demand to the Servicer to deliver the [Loan] [Receivable] Files to if at any time the Indenture Trustee upon receipt by is not the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the Note Registrar, furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xixL) preparing the preparationreports, in the form annexed hereto as Exhibit A here (other than the initial reports to the Commission in respect of the closing) to the Commission, the Indenture Trustee, the Noteholders and the Swap Counterparty as set forth in Sections 7.3 and 7.4 for review, execution and filing with the Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);Issuer. (xxM) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.6); (xxi) the preparation of preparing an Issuer Request and Officers’ ' Certificate for review and execution by the obtaining of Issuer and requesting from Issuer's counsel an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral Trust Estate, as defined set forth in Section 8.5(b), for review by the Indenture (Sections 8.7 and 8.8)Issuer; (xxiiN) assisting the preparation Issuer with the delivery of Issuer Orders and the obtaining of Opinions of Counsel all documentation with respect to the execution of supplemental indentures and the mailing notices to the Noteholders of notices and the Swap Counterparty with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiiiO) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiv) the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests if directed by the Issuer to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the its counsel, arranging with Issuer’s assignee (Section 11.1(a)); (xxvi) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, 's Counsel for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (xxviii) the recording of the Indenture, if applicable . (Section 11.1311.15); and (xxixA) if requested by the filing with Issuer, subject to the Commission direction of the appropriate forms necessary to suspend reporting requirements under Indenture Trustee, assisting in any enforcement of the Securities Exchange Act Swap Agreement (Section 7.45.3 and 5.4).

Duties with Respect to the Indenture. The Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture. The Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Issuer when action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator, on behalf of the Issuer, shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, shall take all appropriate action that is the duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (iv) the maintenance of an office at the Corporate Trust Office, for registration of transfer or exchange of Notes and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.2); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Sections 3.3 and 6.16); (vi) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendments and all writings, and such other actions, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture (Section 3.5); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.12 3.10 of the Indenture (Section 3.11(l3.10(l)); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.12(b3.11(b)); (xiii) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and Agreement, each default of the Transferor under the Purchase and Sale Agreement and each Swap Event of Default and Swap Termination Event under the Swap Agreement (Section 3.133.12); (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers’ Certificate and the obtaining of an Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1); (xv) the compliance with any written directive of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.2(a)(vi)); (xvi) the delivery of a written demand to the Servicer to deliver the [Loan] [Receivable] Loan Files to the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xix) the preparation, execution and filing with the Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (xx) the opening of one or more accounts in the Issuer’s name, the preparation of Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.6); (xxi) the preparation of an Issuer Request and Officers’ Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.7 and 8.8); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiv) the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a)); (xxvi) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); (xxviii) the recording of the Indenture, if applicable (Section 11.13); and (xxix) the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).