Common use of Duties with Respect to the Issuer and the Holding Trust Clause in Contracts

Duties with Respect to the Issuer and the Holding Trust. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer, the Holding Trust or the Owner Trustee 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, the Holding Trust or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Sarbanes‑Oxley Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Holding Trust to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement and Sections 2.6 and 2.11 of the Holding Trust Agreement, respectively. In accordance with the directions of the Issuer, the Holding Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Holding Trust or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer and the Holding Trust to ensure the Issuer’s and the Holding Trust’s respective compliance with Section 4.6 of the Trust Agreement Section 4.6 of the Holding Trust Agreement and shall take all action necessary to ensure that the Issuer and the Holding Trust is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Indenture Trustee in the event that any withholding tax is imposed on the Holding Trust’s payments (or allocations of income) to a Holder (as defined in the Holding Trust Agreement) or on the Issuer’s payments (or allocations of income) to a Holder (as defined in the Trust Agreement) as contemplated by this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer and the Holding Trust set forth, respectively, in Sections 5.1(a) and (b) of the Trust Agreement in accordance with Section 10.12 of the Trust Agreement and in Sections 5.1(a) and (b) of the Holding Trust Agreement in accordance with Section 10.12 of the Holding Trust Agreement; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s or Form 1099s, as applicable, to enable each Certificateholder or Holding Trust Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Depositor specified in Section 9.2 of the Trust Agreement and Section 9.2 of the Holding Trust Agreement, in each case, required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.12 of the Trust Agreement and Section 10.12 of the Holding Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 or the Holding Trust and shall be, in the Servicer’s opinion, no less favorable to the Issuer or the Holding Trust in any material respect.